Nevada
|
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30-0678378
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
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|
Page
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||
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Condensed Consolidated Balance Sheets (unaudited)
|
3
|
|
|
Condensed Consolidated Statements of Operations (unaudited)
|
4
|
|
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Condensed Consolidated Statements of Cash Flows (unaudited)
|
5
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|
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Notes to the Condensed Consolidated Financial Statements (unaudited)
|
6
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January 31, 2017
$
|
April 30, 2016
$
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
6,393
|
323
|
||||||
Accounts receivable
|
22,798
|
1,004
|
||||||
Prepaid expense
|
43,236
|
–
|
||||||
Total Current Assets
|
72,427
|
1,327
|
||||||
LIABILITIES
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
239,521
|
195,999
|
||||||
Due to related parties
|
23,544
|
62,486
|
||||||
Convertible debenture, net of unamortized discount of $113,608 and $nil, respectively
|
179,191
|
73,905
|
||||||
Notes payable
|
14,616
|
4,616
|
||||||
Derivative liability
|
418,893
|
140,196
|
||||||
Total Current Liabilities
|
875,765
|
477,202
|
||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Preferred stock
|
||||||||
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
|
||||||||
Issued and outstanding: nil preferred shares
|
–
|
–
|
||||||
Common stock
|
||||||||
Authorized: 1,000,000,000 common shares with a par value of $0.001 per share
|
||||||||
Issued and outstanding: 57,302,143 and 33,798,502 common shares, respectively
|
57,302
|
33,799
|
||||||
Additional paid-in capital
|
1,593,606
|
1,281,817
|
||||||
Subscriptions receivable
|
(13,410
|
)
|
–
|
|||||
Accumulated deficit
|
(2,440,836
|
)
|
(1,791,491
|
)
|
||||
Total Stockholders' Deficit
|
(803,338
|
)
|
(475,875
|
)
|
||||
Total Liabilities and Stockholders' Deficit
|
72,427
|
1,327
|
||||||
For the three
months ended
January 31,
2017
$
|
For the three
months ended
January 31,
2016
$
|
For the nine
months ended
January 31,
2017
$
|
For the nine
months ended
January 31,
2016
$
|
|||||||||||||
Revenues
|
22,497
|
–
|
53,497
|
–
|
||||||||||||
Cost of Goods Sold
|
3,927
|
–
|
20,777
|
–
|
||||||||||||
Gross Profit
|
18,570
|
–
|
32,720
|
–
|
||||||||||||
Operating Expenses
|
||||||||||||||||
Consulting fees
|
25,204
|
–
|
146,204
|
–
|
||||||||||||
General and administrative
|
18,237
|
98,458
|
47,337
|
98,789
|
||||||||||||
Professional fees
|
106,906
|
17,283
|
154,891
|
59,577
|
||||||||||||
Total Operating Expenses
|
150,347
|
115,741
|
348,432
|
158,366
|
||||||||||||
Net Loss Before Other Income (Expense)
|
(131,777
|
)
|
(115,741
|
)
|
(315,712
|
)
|
(158,366
|
)
|
||||||||
Other Income (Expense)
|
||||||||||||||||
Interest expense
|
(41,116
|
)
|
(3,134
|
)
|
(54,210
|
)
|
(16,701
|
)
|
||||||||
Gain (loss) on change in fair value of derivative liability
|
159,869
|
(425,784
|
)
|
(275,039
|
)
|
(539,219
|
)
|
|||||||||
Gain (loss) on extinguishment of debt
|
121
|
–
|
(4,384
|
)
|
–
|
|||||||||||
Total Other Income (Expense)
|
118,874
|
(428,918
|
)
|
(333,633
|
)
|
(555,920
|
)
|
|||||||||
Net Loss
|
(12,903
|
) |
(544,659
|
)
|
(649,345
|
)
|
(714,286
|
)
|
||||||||
Net Income (Loss) Per Share, Basic and Diluted
|
(0.00
|
)
|
(0.04
|
)
|
(0.02
|
)
|
(0.12
|
)
|
||||||||
Weighted Average Shares Outstanding – Basic and Diluted
|
49,152,464
|
14,143,007
|
41,840,689
|
5,956,273
|
||||||||||||
For the nine
months ended
January 31,
2017
$
|
For the nine
months ended
January 31,
2016
$
|
|||||||
Operating Activities
|
||||||||
Net loss
|
(649,345
|
)
|
(714,286
|
)
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Accretion of discount on convertible debt payable
|
35,643
|
7,108
|
||||||
Loss on extinguishment of debt
|
4,384
|
–
|
||||||
Loss on change in fair value of derivative liability
|
275,039
|
539,219
|
||||||
Shares issued for consulting services
|
154,840
|
–
|
||||||
Shares issued for management fees
|
–
|
100,000
|
||||||
Expenses paid by related party
|
–
|
25,428
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(21,794
|
)
|
–
|
|||||
Accounts payable and accrued liabilities
|
59,195
|
42,531
|
||||||
Prepaid expense
|
(43,236
|
)
|
–
|
|||||
Net Cash Used In Operating Activities
|
(185,274
|
)
|
–
|
|||||
Financing Activities
|
||||||||
Proceeds from convertible debenture
|
219,500
|
–
|
||||||
Proceeds from notes payable
|
10,000
|
–
|
||||||
Proceeds from related party
|
–
|
200
|
||||||
Repayment to related party
|
(38,156
|
)
|
–
|
|||||
Net Cash Provided by Financing Activities
|
191,344
|
200
|
||||||
Increase in Cash
|
6,070
|
200
|
||||||
Cash – Beginning of Period
|
323
|
–
|
||||||
Cash – End of Period
|
6,393
|
200
|
||||||
Supplemental Disclosures
|
||||||||
Interest paid
|
–
|
–
|
||||||
Income tax paid
|
–
|
–
|
||||||
Non-cash investing and financing activities
|
||||||||
Common stock issued for conversion of convertible debentures
|
167,042
|
19,442
|
||||||
Debt discount on convertible notes and debt issuance costs
|
149,250
|
–
|
||||||
Shares issued in exchange for license agreements
|
–
|
20,000
|
||||||
Subscription receivable from excess shares issued to consultants
|
13,410
|
–
|
||||||
1. |
Nature of Operations and Continuance of Business
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2. |
Summary of Significant Accounting Policies
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(a) |
Basis of Presentation and Principles of Consolidation
|
(b) |
Use of Estimates
|
(c) |
Revenue Recognition
|
(d) |
Basic and Diluted Net Income (Loss) per Share
|
(e) |
Stock-based Compensation
|
(f) |
Recent Accounting Pronouncements
|
(a) |
On January 14, 2016, the Company entered into a purchase agreement with a company controlled by the President and Director of the Company. Pursuant to the agreement, the Company agreed to purchase two licenses including the accounts receivable generated by the two licenses, in exchange for 20,000,000 common shares of the Company.
|
(b) |
On January 18, 2016, the Company entered into a license agreement (the "Agreement") with Comsec Solutions Limited ("Comsec") where the Company acquired the right to market and distribute Watchdog, a market leading web monitoring tool owned by Comsec, in North and South America. In exchange for the rights, the Company agreed to pay a monthly base fee of up to £4,750, depending on the service provided, and 15% commission fee for all revenues including a minimum revenue base of £140,000 in the first year and £100,000 in subsequent years.
|
(a) |
As at January 31, 2017, the Company owed $4,616 (April 30, 2016 - $4,616) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bear interest at 6% per annum, and were due on July 31, 2016. The notes bear a default interest rate of 18% per annum.
|
(b) |
On June 6, 2016, the Company issued a note payable to a non-related party for proceeds of $10,000. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and is due on July 6, 2017. The note bears a default interest rate of 12% per annum.
|
(a) |
On December 17, 2013, the Company issued a convertible debenture to a non-related party for proceeds of $32,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on September 19, 2014. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days or June 15, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company's common shares for the past 30 trading days prior to notice of conversion. On September 19, 2014, as the amount of the convertible debenture had not been repaid or converted by maturity, the Company incurred a penalty of 50% of the principal balance owing resulting in the Company recording $16,250 which had been included in interest expense.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $32,500. During the year ended April 30, 2015, the Company issued 595,667 shares of common stock for the conversion of $39,130. On May 17, 2016, the convertible debenture and accrued interest was extinguished pursuant to the issuance of a $10,000 convertible debenture issued to a non-related party. As at January 31, 2017, the carrying value of the note was $nil (April 30, 2016 - $9,620).
|
6. |
Convertible Debentures (continued)
|
(b) |
On May 21, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $37,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on February 23, 2015. After 180days or November 17, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company's common shares for the past 30 trading days prior to notice of conversion.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a full discount to the note payable of $37,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $37,500. During the year ended April 30, 2015, the Company issued 360,000 shares of common stock for the conversion of $2,920. During the year ended April 30, 2016, the Company issued 1,850,000 shares of common stock for the conversion of $8,772 of the note. During the nine months ended January 31, 2017, the Company issued 3,217,352 shares of common stock for the conversion of $8,368 of the note and $5,744 of accrued interest, resulting in a gain on extinguishment. As at January 31, 2017, the carrying value of the note was $17,440 (April 30, 2016 - $25,808).
|
(c) |
On May 23, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $40,000. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on May 23, 2015. After 180 days or November 19, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 55% of the lowest trading price of the Company's common shares for the past 15 trading days prior to notice of conversion.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the note payable of $25,215. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $40,000. During the year ended April 30, 2015, the Company issued 127,655 shares of common stock for the conversion of $1,335 of the note and $69 of accrued interest. During the year ended April 30, 2016, the Company issued 91,831 shares of common stock for the conversion of $188 of the note and $19 of accrued interest. As at January 31, 2017, the carrying value of the note was $38,477 (April 30, 2016 - $38,477).
|
(d) |
On May 17, 2016, the Company issued a $10,000 convertible debenture to a non-related party in extinguishment of a convertible debenture originally issued on December 17, 2013 of $9,620 and $6,270 of accrued interest as at May 17, 2016 as noted in Note 5(a). Due to the change of conversion terms, the fair value of the derivative liability increased from $249,702 to $265,841, resulting in a loss in extinguishment of $10,249. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on May 17, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading prices of the Company's common shares (i) on May 12, 2016; or (ii) for the past 25 trading days prior to notice of conversion.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". During the nine months ended January 31, 2017, the Company issued 3,972,383 shares of common stock for the conversion of $10,000 of the note and $129 of accrued interest. As at January 31, 2017, the carrying value of the note was $nil (April 30, 2016 - $nil).
|
(e) |
On May 17, 2016, the Company issued a convertible debenture to a non-related party for $33,000. Pursuant to the agreement, the note was issued with a 10% original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on May 17, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common stock of either (i) the twenty-five prior trading days immediately preceding the issuance of the note or (ii) the twenty-five prior trading days including the day upon which a notice of conversion is received by the Company. There was also financing costs, which resulted in the Company recording a debt discount of approximately $5,000 resulting from these debt issuance costs which is being amortized over the life of the loan.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $5,000 of the discount resulted from debt issuance costs. During the nine months ended January 31, 2017, the Company issued 2,593,906 shares of common stock for the conversion of $3,648 of the note and $243 of accrued interest. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at January 31, 2016, the carrying value of the note was $5,915 (April 30, 2016 - $nil), and the unamortized discount was $23,437 (April 30, 2016 - $nil).
|
(f) |
On June 13, 2016, the Company issued a convertible debenture to a non-related party for $69,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $66,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on December 13, 2016. After maturity date, or December 13, 2016, the debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common shares for the past 15 trading days prior to the notice of conversion.
The Company analyzed the conversion option of the note for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the embedded conversion feature should be classified as a liability. However, due to the conversion option not being effective until December 13, 2016, the Company will delay measuring the derivative liability until such date. There was also debt issuance costs, which resulted in the Company recording a debt discount of approximately $2,500. As at January 31, 2017, the carrying value of the note was $69,000 (April 30, 2016 - $nil), and the unamortized discount was $nil (April 30, 2016 - $nil).
|
(g) |
On July 21, 2016, the Company issued a convertible debenture, to a non-related party, for proceeds of $56,750. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on April 21, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common stock of either (i) the twenty-five prior trading days immediately preceding the issuance of the note or (ii) the twenty-five prior trading days including the day upon which a notice of conversion is received by the Company.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the note payable of $56,750, of which $6,250 of the discount resulted from debt issuance costs. During the nine months ended January 31, 2017, the Company issued 2,720,000 shares of common stock for the conversion of $220 of the note and $3,452 of accrued interest. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $56,750. As at January 31, 2017, the carrying value of the note was $9,190 (April 30, 2016 - $nil), and the unamortized total discount was $47,340 (April 30, 2016 - $nil).
|
(h) |
On August 18, 2016, the Company issued a convertible debenture, to a non-related party, for proceeds of $27,000. Under the terms of the debenture, the amount is secured by assets of the Company, bears interest at 8% per annum, and is due on April 18, 2017. The debenture is convertible into common shares of the Company after six months subsequent to issuance (February 18, 2016) at a conversion price equal to 55% of the lowest trading price of the Company's common stock of the fifteen prior trading days immediately preceding the issuance of the note. Debt issuance costs resulted in a discount to the note payable in the amount of $2,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $27,000. As at January 31, 2016, the carrying value of the note was $25,909 (April 30, 2016 - $nil), and the unamortized discount was $1,091 (April 30, 2016 - $nil).
|
(i) |
On November 4, 2016, the Company issued a convertible debenture, to a non-related party, for proceeds of $55,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $55,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on November 4, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company's common stock of either (i) the twenty-five prior trading days immediately preceding the issuance of the note or (ii) the closing price on the original issue date.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $50,000. As at January 31, 2017, the carrying value of the note was $13,260 (April 30, 2016 - $nil), and the unamortized total discount was $41,740 (April 30, 2016 - $nil).
|
Expected Volatility
|
Risk-free Interest Rate
|
Expected Dividend Yield
|
Expected Life
(in years)
|
|||||||||||||
December 17, 2013 convertible debenture:
|
||||||||||||||||
As at April 30, 2016 (mark to market)
|
366
|
%
|
0.56
|
%
|
0
|
%
|
1.00
|
|||||||||
As at May 17, 2016 (date of exchange)
|
433
|
%
|
0.58
|
%
|
0
|
%
|
0.84
|
|||||||||
May 21, 2014 convertible debenture:
|
||||||||||||||||
As at April 30, 2016 (mark to market)
|
312
|
%
|
0.56
|
%
|
0
|
%
|
0.83
|
|||||||||
As at June 13, 2016 (date of conversion)
|
485
|
%
|
0.40
|
%
|
0
|
%
|
0.71
|
|||||||||
As at July 31, 2016 (mark to market)
|
468
|
%
|
0.38
|
%
|
0
|
%
|
0.58
|
|||||||||
As at January 31, 2017 (mark to market)
|
394
|
%
|
0.34
|
%
|
0
|
%
|
0.33
|
|||||||||
As at January 31, 2016 (mark to market)
|
513
|
%
|
0.50
|
%
|
0
|
%
|
0.06
|
|||||||||
May 23, 2014 convertible debenture:
|
||||||||||||||||
As at April 30, 2016 (mark to market)
|
111
|
%
|
0.56
|
%
|
0
|
%
|
0.06
|
|||||||||
As at July 31, 2016 (mark to market)
|
472
|
%
|
0.50
|
%
|
0
|
%
|
0.81
|
|||||||||
As at January 31, 2017 (mark to market)
|
540
|
%
|
0.51
|
%
|
0
|
%
|
0.56
|
|||||||||
As at January 31, 2017 (mark to market)
|
425
|
%
|
0.52
|
%
|
0
|
%
|
0.31
|
|||||||||
May 17, 2016 convertible debenture for $10,000:
|
||||||||||||||||
As at May 17, 2016 (date note became convertible)
|
467
|
%
|
0.58
|
%
|
0
|
%
|
1.00
|
|||||||||
As at June 28, 2016 (date of conversion)
|
490
|
%
|
0.35
|
%
|
0
|
%
|
0.88
|
|||||||||
As at July 27, 2016 (date of conversion)
|
508
|
%
|
0.40
|
%
|
0
|
%
|
0.81
|
|||||||||
As at July 31, 2016 (mark to market)
|
513
|
%
|
0.38
|
%
|
0
|
%
|
0.79
|
|||||||||
As at January 31, 2017 (mark to market)
|
550
|
%
|
0.51
|
%
|
0
|
%
|
0.54
|
|||||||||
As at November 1, 2016 (date of conversion)
|
605
|
%
|
0.50
|
%
|
0
|
%
|
0.54
|
|||||||||
May 17, 2016 convertible debenture for $33,000:
|
||||||||||||||||
As at May 17, 2016 (issuance date)
|
476
|
%
|
0.58
|
%
|
0
|
%
|
1.00
|
|||||||||
As at July 31, 2016 (mark to market)
|
458
|
%
|
0.50
|
%
|
0
|
%
|
0.79
|
|||||||||
As at January 31, 2017 (mark to market)
|
550
|
%
|
0.51
|
%
|
0
|
%
|
0.54
|
|||||||||
As at January 17, 2017 (date of conversion)
|
416
|
%
|
0.55
|
%
|
0
|
%
|
0.33
|
|||||||||
As at January 31, 2017 (mark to market)
|
425
|
%
|
0.52
|
%
|
0
|
%
|
0.30
|
|||||||||
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life
(in years)
|
|||||||||||||
July 21, 2016 convertible debenture:
|
||||||||||||||||
As at July 21, 2016 (issuance date) |
470
|
%
|
0.54
|
%
|
0
|
%
|
0.75
|
|||||||||
As at July 31, 2016 (mark to market) |
481
|
%
|
0.50
|
%
|
0
|
%
|
0.72
|
|||||||||
As at January 31, 2017 (mark to market) |
538
|
%
|
0.51
|
%
|
0
|
%
|
0.47
|
|||||||||
As at January 23, 2017 (date of conversion) |
360
|
%
|
0.51
|
%
|
0
|
%
|
0.24
|
|||||||||
June 13, 2016 convertible debenture
|
||||||||||||||||
As at December 13, 2016 (date note becomes convertible) |
512
|
%
|
0.88
|
%
|
0
|
%
|
1.00
|
|||||||||
As at January 31, 2017 (mark to market) |
514
|
%
|
0.84
|
%
|
0
|
%
|
0.87
|
|||||||||
November 4, 2016 convertible debenture
|
||||||||||||||||
As at November 4, 2016 (issuance date / date note becomes convertible)
|
504
|
%
|
0.62
|
%
|
0
|
%
|
1.00
|
|||||||||
As at January 31, 2017 (mark to market)
|
551
|
%
|
0.84
|
%
|
0
|
%
|
0.76
|
Balance, April 30, 2016
|
$ |
140,196
|
||
New issuances
|
1,176,375
|
|||
Debt discounts
|
128,000
|
|||
Adjustment for conversion
|
(140,982
|
)
|
||
Mark to market adjustment at January 31, 2017
|
(884,696
|
)
|
||
Balance, January 31, 2017
|
418,893
|
(a) |
On June 13, 2016, the Company issued 3,217,352 common shares for the conversion of $8,368 of convertible debentures, as noted in Note 6(b).
|
(b) |
On June 28, 2016, the Company issued 1,176,470 common shares for the conversion of $3,000 of convertible debentures, as noted in Note 6(d).
|
(c) |
On July 27, 2016, the Company issued 1,579,800 common shares for the conversion of $4,000 of convertible debentures and $28 of accrued interest, as noted in Note 6(d).
|
(d) |
On August 26, 2016, the Company issued 900,000 common shares with a fair value of $18,000 to various consultants pursuant to consulting agreements dated August 26, 2016.
|
(e) |
On September 7, 2016, the Company issued 500,000 common shares with a fair value of $10,000 to a consultant pursuant to a consulting agreement dated August 26, 2016.
|
(f) |
On November 1, 2016, the Company issued 1,216,113 common shares for the conversion of $3,000 of convertible debentures and $101 of accrued interest, as noted in Note 6(d).
|
(g) |
On November 30, 2016, the Company issued 6,000,000 common shares with a fair value of $89,400 for professional services.
|
(h) |
On November 30, 2016, the Company issued 3,600,000 common shares with a fair value of $53,640 to various consultants pursuant to consulting agreements dated August 26, 2016, as noted in Note 9(a). As at January 31, 2016, 900,000 common shares with a fair value of $13,410 have been issued in excess of the original agreements in error. Due to the fact that the shares were issued in error and that the Company intends on cancelling these shares, the $13,410 amount has been recorded in subscription receivable.
|
(i) |
On January 17, 2017, the Company issued 2,593,906 common shares for the conversion of $3,648 of convertible debenture and $243 of accrued interest, as noted in Note 6(e).
|
(j) |
On January 23, 2017, the Company issued 2,720,000 common shares for the conversion of $220 of convertible debenture and $3,452 of accrued interest, as noted in Note 6(g).
|
(a) |
On August 26, 2016, the Company entered in consulting agreements with five consultants. Pursuant to the agreements, each consultant is to be compensated by the following:
|
i) |
10% commission on all net revenues derived by the Company through the consultant in the first year
|
ii) |
5% commission on all net revenues derived by the Company through the consultant in year two and three
|
iii) |
180,000 common shares payable on the date of the agreement (see Note 8(d))
|
iv) |
180,000 common shares payable on February 26, 2016 (see Note 8(h))
|
v) |
180,000 common shares payable on August 26, 2017 (see Note 8(h))
|
vi) |
180,000 common shares payable on February 26, 2018 (see Note 8(h))
|
(a)
|
On February 1, 2017, the Company entered into a consulting agreement with an unrelated party. Pursuant to the agreement, the consultant shall be compensated by the following:
|
i)
|
2,550,000 common shares within 10 days of the execution of the agreement
|
ii)
|
$2,500 per month for the next six months.
|
iii)
|
Upon closing of a capital raise of $500,000, the Company shall pay the consultant a monthly fee of $5,000 for the remaining term of the contract
|
iv)
|
Upon closing of a capital raise of $1,000,000, the Company shall pay the consultant a monthly fee of $10,000 for the remaining term of the contract.
|
(b)
|
On February 2, 2017, the Company issued 2,857,923 shares of common stock for the conversion of $2,802 of convertible debenture and $199 of accrued interest, as noted in Note 6(e).
|
(c)
|
On February 3, 2017, the Company issued 2,720,000 shares of common stock for the conversion of $1,020 of convertible debenture and $204 of accrued interest, as noted in Note 6(g).
|
(d)
|
On February 8, 2017, the Company issued 3,137,104 shares of common stock for the conversion of $3,071 of convertible debenture and $223 of accrued interest, as noted in Note 6(e).
|
(e)
|
On February 10, 2017, the Company issued 3,100,000 shares of common stock for the conversion of $1,267 of convertible debenture and $128 of accrued interest, as noted in Note 6(g).
|
(f)
|
On February 13, 2017, the Company issued 3,293,514 shares of common stock for the conversion of $3,220 of convertible debenture and $238 of accrued interest, as noted in Note 6(e).
|
(g)
|
On February 14, 2017, the Company issued 3,600,000 shares of common stock for the conversion of $1,549 of convertible debenture and $71 of accrued interest, as noted in Note 6(g).
|
(h)
|
On February 14, 2017, the Company entered into an equity financing agreement with an unrelated party ("Investor"). Pursuant to the agreement, the Investor shall invest up to seven million dollars ($7,000,000) over the course of 24 months during the contract period to purchase the Company's common stock. During the term of the agreement, the Company may deliver a Put Notice to the Investor, which states the dollar amount that the Company intends to sell to the Investor. The price of the common stock sold shall be 80% of the lowest traded price in the ten consecutive days preceding the put notice date subject to additional shares if the VWAP for 10 days AFTER the Put Notice is less than Put Notice Price. As part of this agreement, the Company has agreed to issue a $30,000 promissory note to the Investor as a commitment fee. The note is non interest bearing, unsecured, and due six months from execution date. As of the date of this fling $15,000 of the $30,000 has been executed.
|
(i)
|
On February 16, 2017, the Company issued 3,612,323 shares of common stock for the conversion of $3,529 of convertible debenture and $264 of accrued interest, as noted in Note 6(e).
|
(j)
|
On February 23, 2017, the Company issued 2,550,000 shares of common stock pursuant to a consulting agreement, as noted in Note 9(a).
|
(k) |
On February 23, 2017, the Company issued 3,972,552 shares of common stock for the conversion of $3,874 of convertible debenture and $297 of accrued interest, as noted in Note 6(e).
|
(l) |
On February 24, 2017m the Company issued 2,251,792 shares of common stock for the conversion of $2,500 of convertible debenture and $101 of accrued interest, as noted in Note 6(h).
|
(m) |
On February 27, 2017, the Company issued 4,295,828 shares of common stock for the conversion of $4,185 of convertible debenture and $326 of accrued interest, as noted in Note 6(e).
|
(n) |
On February 27, 2017, the Company issued 4,298,600 shares of common stock for the conversion of $1,706 of convertible debenture and $225 of accrued interest, as noted in Note 6(g).
|
(o) |
On March 2, 2017, the Company issued 4,725,419 shares of common stock for the conversion of $4,600 of convertible debenture and $362 of accrued interest, as noted in Note 6(e).
|
(p) |
On March 2, 2017, the Company issued 4,727,500 shares of common stock for the conversion of $4,417 of convertible debenture and $50 of accrued interest, as noted in Note 6(g).
|
(q) |
On March 3, 2017, the Company issued 4,727,500 shares of common stock for the conversion of $5,082 of convertible debenture, as noted in Note 6(f).
|
(r) |
On March 3, 2017, the Company issued 4,727,500 shares of common stock for the conversion of $4,452 of convertible debenture and $15 of accrued interest, as noted in Note 6(g).
|
(s) |
On March 3, 2017, the Company issued 4,183,057 shares of common stock for the conversion of $4,071 of convertible debenture and $321 of accrued interest, as noted in Note 6(e).
|
(t) |
On March 8, 2017, the Company issued 4,051,165 shares of common stock for the conversion of $4,700 of convertible debenture and $202 of accrued interest, as noted in Note 6(h).
|
(u) |
On March 9, 2017, the Company issued 5,000,000 shares of common stock for the conversion of $5,375 of convertible debenture, as noted in Note 6(f).
|
(v) |
On March 13, 2017, the Company issued 4,098,561 shares of common stock for the conversion of $4,750 of convertible debenture and $209 of accrued interest, as noted in Note 6(h).
|
(w) |
On March 14, 2017, the Company issued 6,000,000 shares of common stock for the conversion of $5.375 of convertible debenture, as noted in Note 6(f).
|
(x) |
On March 14, 2017, the Company issued 6,451,198 shares of common stock for the conversion of $7,475 of convertible debenture and $331 of accrued interest, as noted in Note 6(h).
|
(y) |
On March 15, 2017, the Company issued 5,886,400 shares of common stock for the conversion of $5,695 of convertible debenture and $152 of accrued interest, as noted in Note 6(g).
|
(z) |
On March 16, 2017, the Company issued 6,600,000 shares of common stock for the conversion of $7,095 of convertible debenture as noted in Note 6(f).
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
|
|
January 31, 2017
$
|
April 30, 2016
$
|
||||||
Current Assets
|
72,427
|
1,327
|
||||||
Current Liabilities
|
875,765
|
477,202
|
||||||
Working Capital (Deficit)
|
(803,338
|
)
|
(475,875
|
)
|
|
January 31, 2017
$
|
January 31, 2016
$
|
||||||
Cash Flows used in Operating Activities
|
(185,274
|
)
|
-
|
|||||
Cash Flows from (used in) Investing Activities
|
-
|
-
|
||||||
Cash Flows from Financing Activities
|
191,344
|
200
|
||||||
Net increase (decrease) in Cash During Period
|
6,070
|
200
|
1. |
Quarterly Issuances:
|
2. |
Subsequent Issuances:
|
Exhibit Number
|
Description of Exhibit
|
Filing
|
3.01
|
Articles of Incorporation
|
Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
|
3.02
|
Bylaws
|
Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
|
31.01
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
31.02
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
32.01
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed herewith.
|
10.1 |
Equity Financing Agreement with GHS Investments, LLC
|
Filed herewith.
|
10.2 |
Registration Rights Agreement with GHS Investments, LLC
|
Filed herewith.
|
101.INS*
|
XBRL Instance Document
|
Filed herewith.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith.
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
Filed herewith.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith.
|
|
|
|
|
|
|
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
|
|
|
|
|
|
Dated: March 22, 2017
|
|
/s/ Rob Sargent
|
|
|
|
By: Rob Sargent
|
|
|
|
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
|
|
|
|
|
Dated: March 22, 2017
|
/s/ Rob Sargent
|
|
By: Rob Sargent
Its: Director
|