10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

  Amendment No. 2

(Mark One)

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2018

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission File Number: 000-51126

BLOCKCHAIN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0355407
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
730 Arizona Ave., Suite 220, Santa Monica, California	90401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 866-995-7521

(Former name or former address, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒     No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒

As of November 2, 2018 there were 42,005,188 shares of Common Stock, par value $0.001 issued and outstanding.

BLOCKCHAIN INDUSTRIES, INC.

TABLE OF CONTENTS

FORM 10-Q

		Page
Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Part II – OTHER INFORMATION
Item 6.	Exhibits	5

2

EXPLANATORY NOTE

Blockchain Industries, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2018 (the “Original Form 10-Q”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2018. The Company then filed Amendment No. 1 to the Original Form 10-Q on June 22, 2018. The Company is filing this Amendment No. 2 to Amendment No. 1 of the Form 10-Q (“Amendment No.2”) solely for the limited purpose of addressing a comment letter from the Securities and Exchange Commissionto the Company on July 23, 2018 by amending the number of shares of common stock issued and outstanding at April 31, 2017, the balance of common stock and additional paid-in capital at January 31, 2018 and April 31, 2017, clarification of a prior stock-based compensation expense and amending certifications of the Chief Executive Officer and Principal Financial Officer to Exchange Act Rule 13a-14(a). 

Except as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update, change or restate the information in any other item of the Original Form 10-Q or reflect any events that have occurred after the date of the Original Form 10-Q.

This Amendment No.2 should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2018 filed with the SEC on October 29, 2018 (the “2018 Annual Report”). The Company does not believe there to be any material quantitative changes required to this Amendment No.2, however, the Company’s Annual Reportprovides a more complete clarification of all quantitative and qualitative information set forth by the Company for the 2018 fiscal year.

3

Notes to Unaudited Financial Statements

For the Three and Nine Month Interim Periods Ended January 31, 2018

(Unaudited)

NOTE 10. RESTATEMENT OF FINANCIAL STATEMENTS

On January 16, 2018, the Company executed a 2-for-1 forward stock split. Accordingly, all references to the numbers of common shares and per share data in the accompanying financial statements have been adjusted to reflect these splits, on a retroactive basis, unless indicated otherwise. Upon further review it was determined that certain components of the Company’s shareholders’ equity (deficit) had not been adjusted for the above mentioned forward split.

The balance at January 31, 2018 of common stock and additional paid-in capital was originally reported at $17,769 and $10,611,198, respectively and revised as $36,159 and $10,592,808, respectively. The balance at April 30, 2017 of common stock and additional paid-in capital was originally reported at $20,368 and $6,179,489, respectively and revised as $40,737 and $6,159,120, respectively. In addition, the number of common shares issued and outstanding as of April 30, 2017 was originally reported as 737,406 and revised as 40,737,406.

The following tables summarize the effects of the revisions on the financial statements for the periods reported.

	Previously Reported	Adjustments	As revised
Consolidated Statement of Shareholders' Equity (Deficit) as of January 31, 2018
Common stock - amount	$17,769	$18,390	$36,159
Additional paid-in capital	$10,611,198	$(18,390)	$10,592,808

	Previously Reported	Adjustments	As revised
Consolidated Statement of Shareholders' Equity (Deficit) as of April 30, 2017
Common stock - shares	737,406	40,000,000	40,737,406
Common stock - amount	$20,368	$20,369	$40,737
Additional paid-in capital	$6,179,489	$(20,369)	$6,159,120

In addition, the Company previously disclosed on page 22 of amendment No. 1 to Form 10-Q for the fiscal quarter ended January 31, 2018 $18.8 million of non-cash stock-based compensation expense. The Company had corrected the stock-based compensation expense and recorded the amount as $166,603 in the statement of operations and statement of cash flows in Amendment No. 1, however inadvertently did not change the disclosure on page 22 from the original filing of the Form 10-Q for the fiscal quarter ended January 31, 2018.

4

Item 6 Exhibits

EXHIBIT
NUMBER	DESCRIPTION
31.1	Certification of the Chief Executive Officer to Exchange Act Rule 13a-14(a)
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLOCKCHAIN INDUSTRIES, INC.
Date: November 2, 2018	By:	/s/ Patrick Moynihan
		Patrick Moynihan Chairman, Chief Executive Officer

6

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

1.

I have reviewed this quarterly report on Form 10-Q of Blockchain Industries, Inc.;

2.  

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.  

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Patrick Moynihan
	Patrick Moynihan
	Chairman and Chief Executive Officer
	November 2, 2018

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Robert Kalkstein, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Blockchain Industries, Inc.;

2.  

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.  

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) 

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Robert Kalkstein
	Robert Kalkstein
	Principal Financial Officer
	November 2, 2018	`

XML

Document and Entity Information - shares	9 Months Ended
	Jan. 31, 2018	Nov. 02, 2018
Document And Entity Information
Entity Registrant Name	Blockchain Industries, Inc.
Entity Central Index Key	0001084370
Document Type	10-Q/A
Document Period End Date	Jan. 31, 2018
Amendment Flag	true
Amendment Description	<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><i>Blockchain Industries, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2018 (the “Original Form 10-Q”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2018. The Company then filed Amendment No. 1 to the Original Form 10-Q on June 22, 2018. The Company is filing this Amendment No. 2 to Amendment No. 1 of the Form 10-Q (this “Form 10-Q/A”) solely for the limited purpose of amending the number of shares of common stock issued and outstanding at April 31, 2017, the balance of common stock and additional paid-in capital at January 31, 2018 and April 31, 2017, clarification of a prior stock-based compensation expense and certifications of the Chief Executive Officer and Principal Financial Officer to Exchange Act Rule 13a-14(a).</i></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><i> </i></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="background-color: white"><i>Except as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update, change or restate the information in any other item of the Original Form 10-Q or reflect any events that have occurred after the date of the Original Form 10-Q.</i></font></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
Current Fiscal Year End Date	--04-30
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		42,005,188
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3

XML

Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2018	Apr. 30, 2017
Current assets
Cash & cash equivalents	$ 2,712,799	$ 0
Available-for-sale securities	2,533,286	0
Other current assets	51,519	0
Total current assets	5,297,604	0
Non-current assets
Property, plant & equipment, net of accumulated depreciation	108,675	0
Other non-current assets	11,317	0
Total non-current assets	119,992	0
Total assets	5,417,596	0
Current liabilities
Accounts payable and accrued expenses	110,315	493,596
Deferred revenue	1,953,694	0
Due to related parties	27,289	3,981,423
Note payable	0	501,112
Convertible note	0	53,000
Total liabilities	2,091,298	5,029,131
Shareholders' Deficit
Preferred stock, $0.001 par value, 5,000,000 authorized. 328,616.50 shares and zero shares issued and outstanding as of January 31, 2018 and April 30, 2017, respectively	329	0
Common stock; $0.001 par value; 400,000,000 shares authorized 36,159,446 and 737,406 shares issued and outstanding as of January 31, 2018 and April 30, 2017, respectively	17,769	20,368
Additional paid-in capital	10,611,198	6,179,489
Accumulated deficit	(7,302,998)	(11,228,988)
Total shareholders' equity (deficit)	3,326,298	(5,029,131)
Total liabilities and shareholders' equity	$ 5,417,596	$ 0

XML

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2018	Apr. 30, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	328,616.50	0
Preferred stock, shares outstanding	328,616.50	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	36,159,446	737,406
Common stock, shares outstanding	36,159,446	737,406

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Jan. 31, 2018	Jan. 31, 2017
Income Statement [Abstract]
Sales	$ 108,194	$ 0	$ 108,194	$ 0
Operating expenses:
Professional fees	480,994	5,400	500,184	35,690
Advertising and marketing expense	16,069	0	16,069	0
General and administrative expense	129,459	10	138,367	1,628
Total operating expenses	626,522	5,410	654,620	37,318
Income (loss) from operations	(518,328)	(5,410)	(546,426)	(37,318)
Other income (expense)
Debt forgiveness	20,000	0	5,023,192	0
Interest expense	(441)	(250)	(1,323)	(543)
Unrealized gain (loss) of equity securities	(555,957)	0	(555,957)	0
Exchange gain (loss)	(12,246)	0	(12,246)	0
Total other income (expense)	(548,644)	(250)	4,453,666	(543)
Income (loss) before income taxes	(1,066,972)	(5,660)	3,907,240	(37,861)
Provision for income taxes (benefit)	0	0	0	0
Net income (loss)	$ (1,066,972)	$ (5,660)	$ 3,907,240	$ (37,861)
Basic earnings (loss) per common share	$ (.03)	$ (0.01)	$ .10	$ (0.05)
Diluted earnings (loss) per common share	$ (.02)	$ (0.01)	$ .09	$ (0.05)
Weighted-average number of common shares outstanding: Basic	32,883,186	737,406	38,119,333	737,406
Weighted-average number of common shares outstanding: Diluted	39,738,384	737,406	43,770,835	737,406

XML

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ 3,907,240	$ (37,861)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	125	0
Share-based compensation	166,603	0
Unrealized (gain)/loss of equity securities	555,957	0
Unrealized currency translation (gains)/losses	12,246	0
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(62,836)	0
Non-cash compensation (marketable securities)	(1,800,000)	0
Accounts payable and accrued expenses	(383,281)	(5,936)
Deferred revenue	1,953,694	0
Decrease in related party liabilities	(3,954,574)	0
Decrease in notes payable	(501,112)	0
Decrease in convertible notes	(53,000)	0
Net cash provided by (used in) operating activities	(159,477)	(43,797)
Cash flows from investing activities:
Purchases of marketable securities	(1,289,243)	0
Purchases of fixed assets	(108,800)	0
Net cash provided by (used in) investing activities	(1,398,043)	0
Cash flows from financing activities:
Loans and advances	441	43,843
Sale of common and preferred stock	4,282,125	0
Net cash provided by financing activities	4,282,566	43,843
Net change in cash	2,725,045	46
Cash, beginning of the period	0	0
Effects of currency translation on cash and cash equivalents	(12,246)	0
Cash, end of the period	$ 2,712,799	$ 46

XML

1. Organization and Description of Business

9 Months Ended

Jan. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Blockchain Industries, Inc. (“BCII”, “Blockchain”, the “Company”, “we”, “our” or “us”) was originally formed under the laws of the State of Nevada on September 15, 1995 as Interactive Processing, Inc. to market high-tech consumer electronics through television home-shopping networks, retail stores, catalog companies and their website remotecontrols.com. In March 1999, the Company changed its name to Worldtradeshow.com, Inc. (“WTS”). In April 1999, the Company acquired intellectual property rights to a database from Chaiisai Tora, Inc., an unaffiliated third party, and significantly changed its business plan to develop tradeshow software and market both physical and virtual tradeshow space through the Company's website.

The Company’s business involved the operation of Hotels.com.vn, tour companies and restaurants and marketing of the WTS Discount Card in Vietnam in order to serve as an online vehicle for Vietnamese companies to promote themselves, using the largest travel and tourism online website in, as well as being recognized as the official travel/tourism website of, Vietnam.

On March 26, 2007, the Company acquired assets from Business.com.vn, a Vietnamese company, which assets consisted of a database of 300,000 Vietnamese companies, marketing software, trademarks and intellectual property, with the intention of developing a directory of companies. The plan included offering such companies opportunities to market themselves through domain registration, website development, and online marketing expertise to help these Vietnamese companies market themselves directly and/or on the Company’s BVNI web portal. In June 2007, the Company changed its name to Business.vn, Inc.

However, from October 2008 through early 2016, the Company’s operations were limited as a result of limited capital resources. Nevertheless, the Company continued operations of the Hotel.vn website. On May 15, 2016, the Company was placed under the control of a Receiver in Nevada’s Eighth Judicial District. From May 15, 2016 through March 22, 2017, while under the control of the Receiver, the Company continued to incur expenses to maintain its corporate existence as a public company and maintain its web-related business. On November 18, 2016, the Company changed its name to Omni Global Technologies, Inc. and on May 23, 2017, the Company entered into a Share Purchase Agreement with JOJ Holdings, LLC (“JOJ”), pursuant to which JOJ: (i) purchased 40,000,000 restricted shares of common stock, $0.001 par value (the “Control Shares”) from the Company by the authority of the Receiver; (ii) assumed the liabilities of a judgement creditor in the amount of approximately $25,000; and (iii) paid the Receiver $150,000 which monies were used to cover the Receiver’s and other company expenses. Additionally, and concurrent with the execution of the Share Purchase Agreement, the Receiver resigned, and Olivia Funk was appointed as the sole officer and director of the Company.

On November 13, 2017, the Company filed Certificate of Amendment to its Articles of Incorporation with the State of Nevada for the purpose of changing its name from Omni Global Technologies, Inc. to Blockchain Industries, Inc. On November 15, 2017, Mr. Patrick Moynihan was appointed as the Company’s Chief Executive Officer, Chief Financial Officer and Chairman/sole director and, on the same date, Ms. Funk resigned all positions as an executive officer and director of the Company. On December 1, 2017, the Company announced Mr. Zack Pontgrave as President, although a formal agreement was never signed, and Mr. Bryan Larkin as Chief Technology Officer, respectively, joining Mr. Moynihan as part of the Company’s management team. As of April 2018, the Company has withdrawn the offer to Mr. Pongrave, and the Company is currently negotiating a separation agreement.  

While we initially purchased a new domain, hotelsinvietnam.net, which the Company used for marketing Vietnamese travel businesses (the “Legacy Business”) to be monetized through our newly established blockchain technology, we are discontinuing that business to focus on our broader business model related to the blockchain technologies market, within the blockchain technology market and intend to target and acquire or build a broad portfolio of virtual currencies, digital coin and tokens, and other blockchain assets (the “Digital Assets”) within four business verticals: 

● Digital Asset Bank & Investment Management

● Mining and Trading

● Initial Coin Offerings (“ICOs”) and Ventures

● Media and Education

The Company discontinued the Legacy Business as of April 30, 2018.

Recent Share Recapitalization

On January 16, 2018, the Company executed a 2-for-1 forward stock split. Accordingly, all references to the numbers of common shares and per share data in the accompanying financial statements have been adjusted to reflect these splits, on a retroactive basis, unless indicated otherwise. The Company previously implemented a 1 for 15 reverse stock split effective November 18, 2016.

XML

2. Summary of Significant Accounting Policies

9 Months Ended

Jan. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at April 30, 2017 as presented in the Company’s Annual Report on Form 10-K filed on August 30, 2017 with the SEC, and as amended on May 21, 2018.

Revenue Recognition

The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services are rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Amounts collected before these criteria are met are recorded as deferred revenue.

Currently, the Company’s revenue is in the form of consulting services provided to customers. Revenue is recognized prorata on a monthly basis over the term of the contractual agreement.

At the time of the filing, the Company was unable to determine the percentage of completion for the one project it was contracted to perform and, as such, felt that using a pro rata method of accounting was most appropriate at this time. If and when the services and deliverables have been completed, we will immediately record the remaining portion of the Deferred Revenue.

Marketable Securities

The Company determines the appropriate classification of its marketable securities, which consist primarily of investments in Digital Assets, such as Bitcoin and Ethereum, at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company’s marketable securities are considered available-for-sale and carried at estimated fair values and reported as available-for-sale securities on the balance sheet. The Company has adopted ASU 2016-01, and now records unrealized gains and losses on available-for-sale securities in net income and reported as “Unrealized gain (loss) of equity securities” on the income statement. Other income includes realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company’s review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. If the Company were to determine that the decline in fair value of an investment is below its accounting basis and the decline is other-than-temporary, the Company would reduce the carrying value of the security and record a loss for the amount of such decline.

Going Concern

The Company has an accumulated deficit of approximately $26 million from its inception on September 15, 1995 to date. We will need additional working capital for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is working on a strategy to meet future operational goals which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations, however, there can be no assurances that the plan will succeed, nor that the Company will be able to execute its plans.

Stock-based compensation

The Company follows the provisions of ASC 718, “Share-Based Payment” and ASC 505-50 “Equity-Based Payments to Non-Employees”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the estimated forfeiture rate included in the option valuation was zero.

While ASC 505-50 does not specifically indicate which period expenses should be recognized, the guidance does indicate that the expenses should be recognized in the same period as when the services were performed. The stock-based compensation, that are expensed at fair value, accrue over the service period (vesting period) and are re-measured every period until they are settled if the services are to be performed over a period of time. On the vesting date, a final adjustment is made to reconcile the prior expenses. Note that if the performance requirements have been met but grant has expired, the expenses are not reversed. However, if the performance requirements have not been met then the expenses are reversed.

Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense.

Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2018 and April 30, 2017. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, marketable securities, related party payables, accounts payable and accrued liabilities. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand.

The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy.

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its Common Stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents.

The Company classifies certain accounts holding Bitcoin and Ethereum to be cash equivalents and records them at their initial cost, and subsequently re-measures the carrying amounts it owns at each reporting date based on their current fair value. The changes in the fair value are included as a component of income or loss from operations. The Company considers certain accounts holding Bitcoin and Ethereum as cash because they are readily convertible to U.S. Dollars and the Company has used these currencies to receive and make payments for services.

The Company obtains the equivalency rate of Bitcoins and Ethereum to U.S. Dollars by using the historical values from Coin Market Cap (https://coinmarketcap.com). The equivalency rate obtained represents a generally well recognized quoted price in an active market for Bitcoin and Ethereum, which website is accessible to the Company on an ongoing basis. The Company may maintain its Bitcoin and Ethereum in wallets of an online exchange or in a cold storage wallet.

Property and equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The Company currently is in the process of building a mining facility for Digital Assets. All cost associated with that project, including the architectural, designs, and planning cost are being capitalized until the completion of the project.

The estimated useful lives of property and equipment are as follows:

Computer software and office equipment	1-5 years
Furniture and fixtures	5-10 years
Mining Facility	No depreciation is taken until the project is completed and placed into service

Basic and Diluted Net Loss Per Share

Net earnings or loss per share is calculated in accordance with SFAS No. 128, Earnings Per Share for the period presented. Basic earnings, net loss per share is based upon the weighted average number of common shares outstanding. Fully diluted earnings per share is based on the assumption includes dilutive equivalents such as warrants stock options, and convertible preferred stock.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 revenue and expenses during the periods presented. Actual results could differ from those estimates.

Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively.

Recent Accounting Pronouncements

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement is effective for annual reporting periods beginning after December 15, 2017 but early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting,” which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification flows of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of ASU 2016-09 on its consolidated financial statements. The adoption of ASU No. 2016-09 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures.

All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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3. Provision for Income Taxes

9 Months Ended

Jan. 31, 2018

Income Tax Disclosure [Abstract]

Provision for Income Taxes

As of January 31, 2018, the Company has a federal net operating loss carry forwards of $ $6,264,744 that can be utilized to reduce future taxable income. The net operating loss carry forward will expire through 2023 if not utilized. Utilization of the net operating loss and tax credit carry forward may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss and tax credit carry forwards before utilization. The Company has provided a full valuation allowance on the deferred tax asset because of uncertainty regarding realizability.

Management expects to perform an analysis of the net operating loss carry forwards and the impact of the recent changes in equity, which will provide certainty over the limitations of the net operating loss.

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4. Available-for-Sale Securities

9 Months Ended

Jan. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Available-for-Sale Securities

The following table sets forth the components of the Company’s marketable securities at January 31, 2018 and April 30, 2017:

	January 31, 2018
Description		Cost		Gross Unrealized gain (loss)			Aggregate fair value
Chimes - Equity Token		$	200,000	$	–		$	200,000
Chimes - Utility Token			50,000		–			50,000
Video Coin - Utility Token			50,000		–			50,000
Lottery.com - Utility Token			250,000		–			250,000
Academy - Utility Token			250,000		–			250,000
Coral Health - Utility Token			250,000		–			250,000
Kinerjay Pay Common Stock			1,800,000		(550,000	)		1,250,000
BTC Wallet			26,928		(2,179	)		24,749
EOS Wallet			20,323		(2,651	)		17,672
NEO Wallet			101,523		(1,698	)		99,825
OMG Wallet			20,870		(429	)		20,441
QTUM Wallet			14,480		1,858			16,338
REP Wallet			55,119		(858	)		54,261
Total available-for-sale securities		$	3,089,243	$	(555,957	)	$	2,533,286

There were no marketable securities as of April 30, 2017.

The KinerjaPay Common Stock was received as compensation and, as such, the Company did not use cash to acquire the securities.

We have an agreement with Chimes to purchase 500,000 tokens of their Series T Preferred Equity Token “Chimes Equity Tokens”. Chimes will sell a total of 100,000,000 Chimes Equity Tokens. Chimes Equity Tokens share the same economic value as commons shares of Chimes expect the Chimes Equity Tokens are non-voting shares. For the utility tokens, they will be similar to other tokens that trade on alternative trading systems, and do not represent an equity interest in the underlying issuer, but an investment in the blockchain platform.

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5. Property and Equipment

9 Months Ended

Jan. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

The following table sets forth the components of the Company’s property, plant and equipment at January 31, 2018 and April 30, 2017:

	January 31, 2018
		Cost		Accumulated Depreciation			Net Book Value
Capital assets subject to depreciation:
Computers, software and office equipment			7,527		(125	)		7,402
Mining Facility (in progress)			101,273		–			101,273
Total fixed assets			108,800		(125	)		108,675

There was no property and equipment as of April 30, 2017.

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6. Liabilities Discharged in Receivership

9 Months Ended

Jan. 31, 2018

Liabilities Discharged In Receivership

Liabilities Discharged in Receivership

The Company was dormant from October 2008 through May 15, 2016 until it was placed under the control of a Receiver in Nevada’s Eighth Judicial District pursuant to Case #A14-715484-P (“the Case”). On June 13, 2017, pursuant to an order by the judge presiding over the Case, the Company emerged from receivership and liabilities including accounts payable, accrued expenses, amounts due to related parties, notes payable, and convertible notes amounting to $5,023,192 that had been outstanding since 2009, were officially discharged. As a result, the Company recorded other income, “debt forgiveness” on its income statement for the period ended July 31, 2017. The amount of debt discharged represented substantially all of the Company’s liabilities outstanding as of April 30, 2017.

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7. Deferred Revenue

9 Months Ended

Jan. 31, 2018

Revenue Recognition and Deferred Revenue [Abstract]

Deferred Revenue

As of January 31, 2018, deferred revenue amounted to $1,953,694 compared to zero as of April 30, 2017. The deferred revenue was concentrated in one customer with whom the Company had signed a one-year consulting agreement with on January 11, 2018 (the “Consulting Agreement”). Under the terms of the Consulting Agreement with the customer, the value of the contract was comprised of $250,000 in cash and 1,000,000 shares of stock valued at $1.80 per share, or $1,800,000, and was paid in full to the Company prior to the commencement of services. The total value of the contract was $2,050,000. The Company or customer may cancel the Consulting Agreement at any time for any reason whatsoever without an obligation to return any of the consideration received. In the event of such termination, the Company would immediately record the entire deferred liability balance as service revenue.

There were no deferred revenue balances as of April 30, 2017.

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8. Due to Related Parties

9 Months Ended

Jan. 31, 2018

Related Party Transactions [Abstract]

Due to Related Parties

As of January 31, 2018, the balance due to related parties was $27,289. As April 30, 2017, the balance due to related parties was $3,981,423. This amount was written off as part of the discharge of receivership described in Note 6. Liabilities Discharged in Receivership. The amount of $27,289 relates to a liability assumed by the Company related to the Share Purchase Agreement with JOJ Holdings described in Note 1. Organization and Description of Business.

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9. Stockholders' Equity

9 Months Ended

Jan. 31, 2018

Equity [Abstract]

Stockholders' Equity

Common and Preferred Stock

The Company has 400,000,000 shares of Common Stock authorized with a par value of $0.001 per share and 5,000,000 shares of Preferred Stock authorized, with a par value of $0.001 per share.

As of January 31, 2018, and April 30, 2017 there were 36,159,446 and 737,406 shares of Common Stock outstanding, respectively. As of January 31, 2018, and April 30, 2017 there were 328,616.50 and zero preferred shares outstanding, respectively. Each preferred share is convertible to 40 shares of Common Stock, which is adjusted for the 2-for-1 forward stock split effective January 16, 2018. Per ASC 230-10-50-3, we executed a non-cash financing activity by entering into an agreement with certain shareholders to convert their 13,144,660 shares of Common Stock into 328,616.50 shares of the Company’s Series A Preferred Stock.

As of January 31, 2018, the following dilutive securities calculated using the treasury method were considered equivalents for the purposes of calculating earnings per share:

Preferred shares convertible to Common Stock	13,144,660
Warrants	7,637,500
Stock options	234,247

Share count reconciliation

Beginning share balance April 30, 2017	737,406
Control Shares issued	40,000,000
Shares issued in private placements	12,946,700
RSU’s vested	620,000
Shares retired	(5,000,000	)
Shares converted to preferred stock.	(13,144,660	)
Ending share balance January 31, 2018	36,159,446

Common Stock and Warrants Issued in Private Placements

During the nine-month period ended January 31, 2018, the Company accepted subscription agreements, issuing 12,946,700 shares of Common Stock for $4,282,125. The Company issued the shares of Common Stock as outlined in the table below:

Issue Price		Shares Issued		Funds Received
$	0.05		4,000,000	$	200,000
$	0.10		6,175,000	$	617,500
$	1.25		2,771,700	$	3,464,625
			12,946,700	$	4,282,125

As part of the $0.05 and $0.10 rounds of investment, investors received warrants equal to 50% of the shares received at an exercise price of $0.25. Through the nine-months ended January 31, 2018, the Company had issued 5,137,500 as part of the issuance for the $0.05 and $0.10 rounds.

Common Stock Issued in Exchange for Consulting, Professional and Other Services

The Company has issued non-statutory stock options, restricted stock purchase awards and stock compensation to directors and consultants.  The terms of stock options granted under these plans generally may not exceed 10 years.  The Company currently does not have a defined equity incentive plan. Stock issued to directors and consultants have been granted via individual agreements.

Share-based payment arrangements were made to compensate independent contractors to perform services as a way to conserve cash as we develop our business. Share-based payments were made in negotiations with each independent contractor and may be in the form of an option to purchase shares of our common stock or restricted shares of our common stock. We grant share-based payment over the term of our agreements with vesting schedule to incentive personnel over time. After the reporting period, we conducted a 409A valuation with the firm SingerLewak, The date of the 409A valuation was May 22, 2018. SingerLewak took certain available information about the Company and assess the following values at specific dates:

Value Date	Value ($ per share)
December 1, 2017		0.063
January 1, 2018		0.117
February 1, 2018		1.25
March 1, 2018		1.25

The Company believes these values represent an accurate representation of our fair market value at the specific dates. According to these results above, the Company determined that it did not issue any options below the fair value market price. The Company will keep this valuation in the event the IRS investigates our claims that our OTC-traded price is not a fair representation of our market value on those dates. If the IRS concludes that the OTC-traded price should be used to determine our valuation, there may be penalties to the grantees or to the Company under Section 409A of the Internal Revenue Code.

The Company will continue to assess material changes to its business that would affect our market values, and we may decide that certain conditions would allow us to use the OTC-traded price as an accurate representation of a fair market value of our common stock.

During the nine-month period ended January 31, 2018, the Company issued 2,620,000 restricted shares of Common Stock (“RSA”) to independent contractors for professional services. The fair value of the restricted shares was calculated to be $508,140 using the price per share on the grant date of each restricted stock award. The Company issued the shares of restricted Common Stock for services as outlined in the table below:

RSAs	Number of Shares		Remeasured Weighted Average Fair Value
RSA Unvested at the beginning of the Period			$	-
RSA Granted During the Period		2,620,000	$	0.11
RSA Canceled During the Period			$	-
RSA Vested During the Period		620,000	$	0.07
RSA Unvested at the End of the Period		2,000,000	$	0.12

	Number of Shares		Weighted Average Exercise Price		Intrinsic Value		Weighted Average Remaining Life		Remeasured Weighted Average Fair Value
Outstanding at Beginning of Period			$	-	$	-		-	$	-
Exercisable at the End of the Period		276,332	$	0.82	$	-		5.90	$	0.072
Granted During the Period		1,422,000	$	1.92	$	-		7.92	$	0.107
Exercised During the Period			$	-	$	-		-	$	-
Canceled during the Period(Forfeited)			$	-	$	-		-	$	-
Canceled during the Period(Expired)			$	-	$	-		-	$	-
Outstanding at the End of the Period		1,422,000	$	1.92	$	-		7.92	$	0.107
Options Vested During the Period		276,332	$	0.82	$	-		5.90	$	0.072
Vested at end of Period		276,332	$	0.82	$	-		5.90	$	0.072
Shares Expected to vest		1,145,668	$	2.19	$	-		8.40	$	0.116
Vested and Expected to vest		1,422,000	$	1.92	$	-		7.92	$	0.107

Preferred Notes Convertible to Common Stock

During the nine-month period ended January 31, 2018, the Company converted 13,144,660 shares of Common Stock into Series A Convertible Preferred Stock (the “Preferred Shares”). The Company designated 500,000 shares as Preferred Shares.   The Company had agreed to convert certain investor shares of Common Stock into the Preferred Shares, which are convertible into shares of Common Stock at a rate of one Preferred Share into forty shares of Common Stock. At January 31, 2018, the Company had 328,616.50 Preferred Shares issued and outstanding.

Key terms of the Preferred Shares include:

● Holders shall have no voting rights unless and until such shares are converted into shares of common stock.

● Holders must provide written notice to the authorized representative of the Company in order to convert their shares.

● In no event may the holder convert any shares of Preferred Shares into Common Stock if, as a result of such conversion, the Holder will own of record and/or beneficially in excess of 4.99% of the outstanding shares of Common Stock.

On February 12, 2018, the Company filed a Certificate of Designation with the State of Nevada effective as of November 11, 2017 for a newly authorized Series A Convertible Preferred Stock. A total of 500,000 shares of Series A Convertible Preferred Stock have been authorized of which 328,616.50 shares were issued and outstanding, as follows:

Issuee Name	Series A Convertible Preferred Shares
JOJ Holdings, LLC (1)	141,116.50
JFS Investments, Inc. (2)	187,500.00

(1) Mr. Justin Schreiber is the control person of JOJ Holdings, LLC.

(2) Mr. Joe Salvani is the control person of JFS Investments, Inc.

The Company is obligated is issue shares of Common Stock to the holders of the Preferred Shares once the holder submits a notice of conversion to the Company. The Company shall issue the required number of shares of Common Stock at a rate of 40 shares of Common Stock to 1 share of the Preferred Shares.

Stock Purchase Warrants 

The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments indexed to, and potentially settled in, a company’s own stock, distinguishing liabilities from equity.

The Company had a total of 9,637,500 warrants outstanding as of January 31, 2018 as outlined in the table below:

	Quantity Issued		Strike Price		Average Remaining Contractual Life (years)		Amount Exercised
Founders		2,500,000	$	2.50		4.79	$	–
Founders		2,000,000	$	0.25		2.79		–
Private Placement		5,137,500	$	0.25		2.85		–
		9,637,500					$	–
Weighted-average exercise price			$	0.83

The $0.83 per share is the weighted-average exercise price of all warrants that have been issued, which are convertible into one share of our Common Stock. 2,000,000 warrants are not yet vested and will vest on January 1, 2019. As such the 2,000,000 are not considered when calculating dilutive shares for the period.

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10. Subsequent Events

9 Months Ended

Jan. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

During the period from February 1, 2018 through the date of this amended Report, the Company has raised a total $1,445,000 through the private placements of its common stock at $1.25 per share, issuing 1,248,000 shares of Common Stock. No warrants were issued as part of these private placements.

Blockex:

On February 16, 2018, we entered into a Private Token Purchase Commitment Form (“BlockEx Agreement”) with BlockEx Limited (“BlockEx”) a privately held limited liability company incorporated under the laws of Gibraltar. Under the terms of the BlockEx Agreement, the Company agreed to purchase up to 5,714,285.71 digital tokens from the Company for 2,000,000 Euros, or at the time of the purchase, approximately $2,481,600 USD. To date the Company has purchased tokens amounting to approximately 1,128,770 tokens for a purchase price of 395,069.53 Euros. The Company filled the 2,000,000 Euro obligation for the BlockEx Agreement by pooling with other investors for the remaining 1,604,930 Euros. This investment provides the Company with exposure to a digital asset exchange platform. The BlockEx platform provides an institutional exchange, white-labeled brokerage software, and the ability to launch ICO’s.

LegatumX:

On February 19, 2018, the Company entered into a Stock Purchase Agreement (“LegatumX Agreement”) with LegatumX, Inc. (“LegatumX”). This investment will provide us with a market share into the legal industry for the storage, authentication and validation of legal documents such as wills, trusts, deeds, mortgages, and more. We expect that the Media and Education segment of our business will be able to assist this company in marketing their products to consumers worldwide, although we will be starting with U.S. consumers. Under the terms of the LegatumX Agreement, we will initially receive 30% of LegatumX’s common stock calculated on a fully diluted basis for a purchase price of $1,300,000:

Amount paid by Company	Paid or Due on
$100,000	February 19, 2018
$200,000	May 20, 2018
100,000 shares of our Common Stock (1)	March 1, 2018

The value of our Common Stock for this agreement was valued at $10 per share.

The Company may earn an additional (i) 5%, for a total of 35%, of LegatumX’s common stock if LegatumX realizes $2.3 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Company’s filing of a Form 10 with the SEC (the “Form 10”), or (ii) an additional 10%, for a total of 40%, of LegatumX’s common stock if LegatumX realizes $10.1 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Form 10.

Basecoin & Origin Protocol:

On February 13, 2018 and February 20, 2018, the Company entered into two separate subscription agreements with KR CRYPTO SPE, LLC, a special-purpose entity, for the purpose of acquiring tokens of Basecoin and Origin Protocol, respectively. The Company invested $100,000 and $50,000 into the subscription agreements for Basecoin and Origin Protocol, respectively. Basecoin’s token will be utilized as a form of controlling the supply and demand of fiat-based currencies to expand or contract the money-supply, similar to how current central banks attempt to maintain a normalized supply and demand of their respective fiat currencies. The Origin Protocol utilizes the Ethereum blockchain, allowing developers to build decentralized marketplaces to create and manage listings for the fractional usage of assets and services.

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11. Restatement of Financial Statements

9 Months Ended

Jan. 31, 2018

Restatement Of Financial Statements

Restatement of Financial Statements

On January 16, 2018, the Company executed a 2-for-1 forward stock split. Accordingly, all references to the numbers of common shares and per share data in the accompanying financial statements have been adjusted to reflect these splits, on a retroactive basis, unless indicated otherwise. Upon further review it was determined that certain components of the Company’s shareholders’ equity (deficit) had not been adjusted for the above mentioned forward split.

The balance at January 31, 2018 of common stock and additional paid-in capital was originally reported at $17,769 and $10,611,198, respectively and revised as $36,159 and $10,592,808, respectively. The balance at April 30, 2017 of common stock and additional paid-in capital was originally reported at $20,368 and $6,179,489, respectively and revised as $40,737 and $6,159,120, respectively. In addition, the number of common shares issued and outstanding as of April 30, 2017 was originally reported as 737,406 and revised as 40,737,406.

The following tables summarize the effects of the revisions on the financial statements for the periods reported.

	Previously Reported	Adjustments	As revised
Consolidated Statement of Shareholders' Equity (Deficit) as of January 31, 2018
Common stock - amount	$                          17,769	$                             18,390	$                        36,159
Additional paid-in capital	$                   10,611,198	$                           (18,390)	$                 10,592,808

	Previously Reported	Adjustments	As revised
Consolidated Statement of Shareholders' Equity (Deficit) as of April 30, 2017
Common stock - shares	737,406	40,000,000	40,737,406
Common stock - amount	$                          20,368	$                             20,369	$                        40,737
Additional paid-in capital	$                     6,179,489	$                           (20,369)	$                   6,159,120

In addition, the Company previously disclosed on page 22 of amendment No. 1 to Form 10-Q for the fiscal quarter ended January 31, 2018 $18.8 million of non-cash stock-based compensation expense. The Company had corrected the stock-based compensation expense and recorded the amount as $166,603 in the statement of operations and statement of cash flows in Amendment No. 1, however inadvertently did not change the disclosure on page 22 from the original filing of the Form 10-Q for the fiscal quarter ended January 31, 2018.

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2. Summary of Significant Accounting Policies (Policies)

9 Months Ended

Jan. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at April 30, 2017 as presented in the Company’s Annual Report on Form 10-K filed on August 30, 2017 with the SEC, and as amended on May 21, 2018.

Revenue Recognition

The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services are rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Amounts collected before these criteria are met are recorded as deferred revenue.

Currently, the Company’s revenue is in the form of consulting services provided to customers. Revenue is recognized prorata on a monthly basis over the term of the contractual agreement.

At the time of the filing, the Company was unable to determine the percentage of completion for the one project it was contracted to perform and, as such, felt that using a pro rata method of accounting was most appropriate at this time. If and when the services and deliverables have been completed, we will immediately record the remaining portion of the Deferred Revenue.

Marketable Securities

The Company determines the appropriate classification of its marketable securities, which consist primarily of investments in Digital Assets, such as Bitcoin and Ethereum, at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company’s marketable securities are considered available-for-sale and carried at estimated fair values and reported as available-for-sale securities on the balance sheet. The Company has adopted ASU 2016-01, and now records unrealized gains and losses on available-for-sale securities in net income and reported as “Unrealized gain (loss) of equity securities” on the income statement. Other income includes realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company’s review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. If the Company were to determine that the decline in fair value of an investment is below its accounting basis and the decline is other-than-temporary, the Company would reduce the carrying value of the security and record a loss for the amount of such decline.

Going Concern

The Company has an accumulated deficit of approximately $26 million from its inception on September 15, 1995 to date. We will need additional working capital for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is working on a strategy to meet future operational goals which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations, however, there can be no assurances that the plan will succeed, nor that the Company will be able to execute its plans.

Stock-based compensation

The Company follows the provisions of ASC 718, “Share-Based Payment” and ASC 505-50 “Equity-Based Payments to Non-Employees”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the estimated forfeiture rate included in the option valuation was zero.

While ASC 505-50 does not specifically indicate which period expenses should be recognized, the guidance does indicate that the expenses should be recognized in the same period as when the services were performed. The stock-based compensation, that are expensed at fair value, accrue over the service period (vesting period) and are re-measured every period until they are settled if the services are to be performed over a period of time. On the vesting date, a final adjustment is made to reconcile the prior expenses. Note that if the performance requirements have been met but grant has expired, the expenses are not reversed. However, if the performance requirements have not been met then the expenses are reversed.

Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense.

Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2018 and April 30, 2017. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, marketable securities, related party payables, accounts payable and accrued liabilities. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand.

The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy.

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its Common Stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents.

The Company classifies certain accounts holding Bitcoin and Ethereum to be cash equivalents and records them at their initial cost, and subsequently re-measures the carrying amounts it owns at each reporting date based on their current fair value. The changes in the fair value are included as a component of income or loss from operations. The Company considers certain accounts holding Bitcoin and Ethereum as cash because they are readily convertible to U.S. Dollars and the Company has used these currencies to receive and make payments for services.

The Company obtains the equivalency rate of Bitcoins and Ethereum to U.S. Dollars by using the historical values from Coin Market Cap (https://coinmarketcap.com). The equivalency rate obtained represents a generally well recognized quoted price in an active market for Bitcoin and Ethereum, which website is accessible to the Company on an ongoing basis. The Company may maintain its Bitcoin and Ethereum in wallets of an online exchange or in a cold storage wallet.

Property and Equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The Company currently is in the process of building a mining facility for Digital Assets. All cost associated with that project, including the architectural, designs, and planning cost are being capitalized until the completion of the project.

The estimated useful lives of property and equipment are as follows:

Computer software and office equipment	1-5 years
Furniture and fixtures	5-10 years
Mining Facility	No depreciation is taken until the project is completed and placed into service

Basic and Diluted Net Loss Per Share

Net earnings or loss per share is calculated in accordance with SFAS No. 128, Earnings Per Share for the period presented. Basic earnings, net loss per share is based upon the weighted average number of common shares outstanding. Fully diluted earnings per share is based on the assumption includes dilutive equivalents such as warrants stock options, and convertible preferred stock.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 revenue and expenses during the periods presented. Actual results could differ from those estimates.

Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively.

Recent Accounting Pronouncements

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement is effective for annual reporting periods beginning after December 15, 2017 but early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting,” which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification flows of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of ASU 2016-09 on its consolidated financial statements. The adoption of ASU No. 2016-09 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures.

All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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4. Available-for-Sale Securities (Tables)

9 Months Ended

Jan. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-Sale Securities

	January 31, 2018
Description		Cost		Gross Unrealized gain (loss)			Aggregate fair value
Chimes - Equity Token		$	200,000	$	–		$	200,000
Chimes - Utility Token			50,000		–			50,000
Video Coin - Utility Token			50,000		–			50,000
Lottery.com - Utility Token			250,000		–			250,000
Academy - Utility Token			250,000		–			250,000
Coral Health - Utility Token			250,000		–			250,000
Kinerjay Pay Common Stock			1,800,000		(550,000	)		1,250,000
BTC Wallet			26,928		(2,179	)		24,749
EOS Wallet			20,323		(2,651	)		17,672
NEO Wallet			101,523		(1,698	)		99,825
OMG Wallet			20,870		(429	)		20,441
QTUM Wallet			14,480		1,858			16,338
REP Wallet			55,119		(858	)		54,261
Total available-for-sale securities		$	3,089,243	$	(555,957	)	$	2,533,286

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5. Property and Equipment (Tables)

9 Months Ended

Jan. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	January 31, 2018
		Cost		Accumulated Depreciation			Net Book Value
Capital assets subject to depreciation:
Computers, software and office equipment			7,527		(125	)		7,402
Mining Facility (in progress)			101,273		–			101,273
Total fixed assets			108,800		(125	)		108,675

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9. Stockholders' Equity (Tables)

9 Months Ended

Jan. 31, 2018

Equity [Abstract]

Schedule of dilutive securities

Preferred shares convertible to Common Stock	13,144,660
Warrants	7,637,500
Stock options	234,247

Schedule of outstanding stock

Beginning share balance April 30, 2017	737,406
Control Shares issued	40,000,000
Shares issued in private placements	12,946,700
RSU’s vested	620,000
Shares retired	(5,000,000	)
Shares converted to preferred stock.	(13,144,660	)
Ending share balance January 31, 2018	36,159,446

Schedule of subscription agreements

Issue Price		Shares Issued		Funds Received
$	0.05		4,000,000	$	200,000
$	0.10		6,175,000	$	617,500
$	1.25		2,771,700	$	3,464,625
			12,946,700	$	4,282,125

Schedule of stock issued for services

Value Date	Value ($ per share)
December 1, 2017		0.063
January 1, 2018		0.117
February 1, 2018		1.25
March 1, 2018		1.25

Schedule of restricted stock issued for services

RSAs	Number of Shares		Remeasured Weighted Average Fair Value
RSA Unvested at the beginning of the Period			$	-
RSA Granted During the Period		2,620,000	$	0.11
RSA Canceled During the Period			$	-
RSA Vested During the Period		620,000	$	0.07
RSA Unvested at the End of the Period		2,000,000	$	0.12

Schedule of options outstanding

	Number of Shares		Weighted Average Exercise Price		Intrinsic Value		Weighted Average Remaining Life		Remeasured Weighted Average Fair Value
Outstanding at Beginning of Period			$	-	$	-		-	$	-
Exercisable at the End of the Period		276,332	$	0.82	$	-		5.90	$	0.072
Granted During the Period		1,422,000	$	1.92	$	-		7.92	$	0.107
Exercised During the Period			$	-	$	-		-	$	-
Canceled during the Period(Forfeited)			$	-	$	-		-	$	-
Canceled during the Period(Expired)			$	-	$	-		-	$	-
Outstanding at the End of the Period		1,422,000	$	1.92	$	-		7.92	$	0.107
Options Vested During the Period		276,332	$	0.82	$	-		5.90	$	0.072
Vested at end of Period		276,332	$	0.82	$	-		5.90	$	0.072
Shares Expected to vest		1,145,668	$	2.19	$	-		8.40	$	0.116
Vested and Expected to vest		1,422,000	$	1.92	$	-		7.92	$	0.107

Schedule of preferred notes convertible to common stock

Issuee Name	Series A Convertible Preferred Shares
JOJ Holdings, LLC (1)	141,116.50
JFS Investments, Inc. (2)	187,500.00

(1) Mr. Justin Schreiber is the control person of JOJ Holdings, LLC.

(2) Mr. Joe Salvani is the control person of JFS Investments, Inc.

Schedule of warrants outstanding

	Quantity Issued		Strike Price		Average Remaining Contractual Life (years)		Amount Exercised
Founders		2,500,000	$	2.50		4.79	$	–
Founders		2,000,000	$	0.25		2.79		–
Private Placement		5,137,500	$	0.25		2.85		–
		9,637,500					$	–
Weighted-average exercise price			$	0.83

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11. Restatement of Financial Statements (Tables)

12 Months Ended

Apr. 30, 2018

Restatement Of Financial Statements Tables Abstract

Restatement of Financial Statements

	Previously Reported	Adjustments	As revised
Consolidated Statement of Shareholders' Equity (Deficit) as of April 30, 2017
Common stock - shares	737,406	40,000,000	40,737,406
Common stock - amount	$ 20,368	$ 20,369	$ 40,737
Additional paid-in capital	$ 6,179,489	$ (20,369)	$ 6,159,120

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2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Jan. 31, 2018	Apr. 30, 2017
Acccumulated deficit	$ (7,302,998)	$ (11,228,988)
Computer software and office equipment [Member]
Estimated lives of property and equipment	1-5 years
Furniture and Fixtures [Member]
Estimated lives of property and equipment	5-10 years
Mining Facility [Member]
Estimated lives of property and equipment	No depreciation is taken until the project is completed and placed into service

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3. Provision for Income Taxes (Details Narrative)	9 Months Ended
	Jan. 31, 2018 USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforward	$ 6,264,744
Carryforward expiration date	Dec. 31, 2023

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4. Available-for-Sale Securities (Details)	9 Months Ended
	Jan. 31, 2018 USD ($)
Marketable securities - cost	$ 3,089,243
Gross unrealized gain (loss)	(555,957)
Marketable securities - fair value	2,533,286
Chimes - Equity Token [Member]
Marketable securities - cost	200,000
Gross unrealized gain (loss)	0
Marketable securities - fair value	200,000
Chimes - Utility Token [Member]
Marketable securities - cost	50,000
Gross unrealized gain (loss)	0
Marketable securities - fair value	50,000
Video Coin - Utility Token [Member]
Marketable securities - cost	50,000
Gross unrealized gain (loss)	0
Marketable securities - fair value	50,000
Lottery.com - Utility Token [Member]
Marketable securities - cost	250,000
Gross unrealized gain (loss)	0
Marketable securities - fair value	250,000
Academy - Utility Token [Member]
Marketable securities - cost	250,000
Gross unrealized gain (loss)	0
Marketable securities - fair value	250,000
Coral Health - Utility Token [Member]
Marketable securities - cost	250,000
Gross unrealized gain (loss)	0
Marketable securities - fair value	250,000
Kinerjay Pay Common Stock [Member]
Marketable securities - cost	1,800,000
Gross unrealized gain (loss)	(550,000)
Marketable securities - fair value	1,250,000
BTC Wallet [Member]
Marketable securities - cost	26,928
Gross unrealized gain (loss)	(2,179)
Marketable securities - fair value	24,749
EOS Wallet [Member]
Marketable securities - cost	20,323
Gross unrealized gain (loss)	(2,651)
Marketable securities - fair value	17,672
NEO Wallet [Member]
Marketable securities - cost	101,523
Gross unrealized gain (loss)	(1,698)
Marketable securities - fair value	99,825
OMG Wallet [Member]
Marketable securities - cost	20,870
Gross unrealized gain (loss)	(429)
Marketable securities - fair value	20,441
QTUM Wallet [Member]
Marketable securities - cost	14,480
Gross unrealized gain (loss)	1,858
Marketable securities - fair value	16,338
REP Wallet [Member]
Marketable securities - cost	55,119
Gross unrealized gain (loss)	(858)
Marketable securities - fair value	$ 54,261

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5. Property and Equipment (Details) - USD ($)	Jan. 31, 2018	Apr. 30, 2017
Property and equipment cost	$ 108,800
Accumulated depreciation	(125)
Property and equipment net	108,675	$ 0
Computers, software and office equipment [Member]
Property and equipment cost	7,527
Accumulated depreciation	(125)
Property and equipment net	7,402
Mining Facility [Member]
Property and equipment cost	101,273
Accumulated depreciation	0
Property and equipment net	$ 101,273

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6. Liabilities Discharged in Receivership (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Jan. 31, 2018	Jan. 31, 2017
Notes to Financial Statements
Gain on extinguishment of debt	$ 20,000	$ 0	$ 5,023,192	$ 0

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7. Deferred Revenue (Details Narrative) - USD ($)	Jan. 31, 2018	Apr. 30, 2017
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue	$ 1,953,694	$ 0

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8. Due to Related Parties (Details Narrative) - USD ($)	Jan. 31, 2018	Apr. 30, 2017
Related Party Transactions [Abstract]
Due to related parties	$ 27,289	$ 3,981,423

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9. Stockholders' Equity (Details - Dilutive securities)	9 Months Ended
	Jan. 31, 2018 shares
Preferred shares convertible to common stock [Member]
Antidilutive shares	13,144,660
Warrants [Member]
Antidilutive shares	7,637,500
Stock Options [Member]
Antidilutive shares	234,247

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9. Stockholders' Equity (Details - Stock reconciliation)	9 Months Ended
	Jan. 31, 2018 shares
Equity [Abstract]
Beginning share balance	737,406
Control Shares issued	40,000,000
Shares issued in private placements	12,946,700
Shares issued for services	620,000
Shares retired	(5,000,000)
Shares converted to preferred stock	(13,144,660)
Ending share balance	36,159,446

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9. Stockholders' Equity (Details - New issues) - USD ($)	9 Months Ended
	Jan. 31, 2018	Jan. 31, 2018	Jan. 31, 2017
Shares issued	12,946,700
Funds received	$ 4,282,125		$ 0
Common Stock 1 [Member]
Issue price	$ 0.05	$ 0.05
Shares issued		4,000,000
Funds received		$ 200,000
Common Stock 2 [Member]
Issue price	0.10	$ 0.10
Shares issued		6,175,000
Funds received		$ 617,500
Common Stock 3 [Member]
Issue price	$ 1.25	$ 1.25
Shares issued		2,771,700
Funds received		$ 3,464,625

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9. Stockholders' Equity (Details - Issuance for service)	9 Months Ended
	Jan. 31, 2018 $ / shares
Issuance 1 [Member]
Value date	Dec. 01, 2017
Value per share	$ 0.063
Issuance 2 [Member]
Value date	Jan. 01, 2018
Value per share	$ 0.117
Issuance 3 [Member]
Value date	Feb. 01, 2018
Value per share	$ 1.250
Issuance 4 [Member]
Value date	Mar. 01, 2018
Value per share	$ 1.250

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9. Stockholders' Equity (Details - Restricted stock) - Restricted Stock [Member]	9 Months Ended
	Jan. 31, 2018 $ / shares shares
RSA Unvested, beginning of period	0
RSA granted during period	2,620,000
RSA cancelled during period	0
RSA vested during period	620,000
RSA Unvested, end of period	2,000,000
Weighted average fair value unvested beginning of period | $ / shares	$ 0.00
Weighted average fair value grants | $ / shares	.11
Weighted average fair value vested | $ / shares	.07
Weighted average fair value unvested end of period | $ / shares	$ .12

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9. Stockholders' Equity (Details - Option activity) - Stock Options [Member]	9 Months Ended
	Jan. 31, 2018 USD ($) $ / shares shares
Options number of shares, outstanding beginning of period | shares	0
Options number of shares, exercisable | shares	276,332
Options number of shares, granted | shares	1,422,000
Options number of shares, exercised | shares	0
Options number of shares, forfeited | shares	0
Options number of shares, expired | shares	0
Options number of shares, outstanding end of period | shares	1,422,000
Options number of shares, vested | shares	276,332
Options number of shares, expected to vest | shares	1,145,668
Options number of shares, vested and expected to vest | shares	1,422,000
Weighted average exercise price, outstanding beginning of period	$ .00
Weighted average exercise price, exercisable	.82
Weighted average exercise price, granted	1.92
Weighted average exercise price, exercised	.00
Weighted average exercise price, forfeited	.00
Weighted average exercise price, expired	.00
Weighted average exercise price, outstanding end of period	1.92
Weighted average exercise price, vested and expected to vest, beginning	0.82
Weighted average exercise price, vested	.82
Weighted average exercise price, expected to vest	2.19
Weighted average exercise price, vested and expected to vest, ending	$ 1.92
Intrinsic value, outstanding beginning of period | $	$ 0
Intrinsic value, exercisable | $	$ 0
Intrinsic value, grants	$ 0
Intrinsic value, exercised	0
Intrinsic value, forfeited	0
Intrinsic value, expired	$ 0
Intrinsic value, outstanding end of period | $	$ 0
Intrinsic value, vested and expected to vest, beginning | $	0
Intrinsic value, vested | $	0
Intrinsic value, expected to vest | $	0
Intrinsic value, vested and expected to vest, ending | $	$ 0
Weighted average remaining life. outstanding	0 years
Weighted average remaining life. exercisable	5 years 10 months 24 days
Weighted average remaining life. granted	7 years 11 months 1 day
Weighted average remaining life, exercised	0 years
Weighted average remaining life, forfeited	0 years
Weighted average remaining life, expired	0 years
Weighted average remaining life, outstanding end of period	7 years 11 months 1 day
Weighted average remaining life. vested and expected to vest, beginning	5 years 10 months 24 days
Weighted average remaining life. vested	5 years 10 months 24 days
Weighted average remaining life. expected to vest	8 years 4 months 24 days
Weighted average remaining life. vested and expected to vest, ending	7 years 11 months 1 day
Remeasured weighted average fair value, outstanding	$ .000
Remeasured weighted average fair value, exercisable	.072
Remeasured weighted average fair value, granted	.107
Remeasured weighted average fair value, exercised	.000
Remeasured weighted average fair value, forfeited	.000
Remeasured weighted average fair value, expired	.000
Remeasured weighted average fair value, outstanding end of period	0.107
Remeasured weighted average fair value, vested and expected to vest, beginning	0.072
Remeasured weighted average fair value, vested	.072
Remeasured weighted average fair value, expected to vest	.116
Remeasured weighted average fair value, vested and expected to vest, ending	$ 0.107

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9. Stockholders' Equity (Details - Convertible stock)	9 Months Ended
	Jan. 31, 2018 shares
JOJ Holdings, LLC [Member]
Series A Convertible Preferred Shares	141,116.50	[1]
JFS Investments, Inc. [Member]
Series A Convertible Preferred Shares	187,500.00	[2]

[1] Mr. Justin Schreiber is the control person of JOJ Holdings, LLC.

[2] Mr. Joe Salvani is the control person of JFS Investments, Inc.

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9. Stockholders' Equity (Details - Warrants) - Warrants [Member]	9 Months Ended
	Jan. 31, 2018 $ / shares shares
Warrants outstanding	9,637,500
Warrant strike price | $ / shares	$ 0.83
Warrants exercised	0
Private Placement [Member]
Warrants outstanding	5,137,500
Warrant strike price | $ / shares	$ 0.25
Warrant average remaining life	2 years 10 months 6 days
Warrants exercised	0
Founders [Member]
Warrants outstanding	2,500,000
Warrant strike price | $ / shares	$ 2.50
Warrant average remaining life	4 years 9 months 14 days
Warrants exercised	0
Founders 2 [Member]
Warrants outstanding	2,000,000
Warrant strike price | $ / shares	$ 0.25
Warrant average remaining life	2 years 9 months 14 days
Warrants exercised	0

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11. Restatement of Financial Statements (Details) - USD ($)	Jan. 31, 2018	Apr. 30, 2017
Common stock- shares	36,159,446	737,406
Common stock- amount	$ 17,769	$ 20,368
Additional paid-in capital	10,611,198	$ 6,179,489
Previously Reported
Common stock- shares		737,406
Common stock- amount	17,769	$ 20,368
Additional paid-in capital	10,611,198	$ 6,179,489
Adjustments
Common stock- shares		40,000,000
Common stock- amount	18,390	$ 20,369
Additional paid-in capital	(18,390)	$ (20,369)
As Revised
Common stock- shares		40,737,406
Common stock- amount	36,159	$ 40,737
Additional paid-in capital	$ 10,592,808	$ 6,159,120