UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2019
or
[_] 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: 000-55880
BLGI, INC.
(Exact name of registrant as specified in its charter)
Florida | 46-2500923 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
207 W. Division Street, Suite 137
Chicago, Illinois 60622
(Address of principal executive offices, Zip Code)
(773) 683-1671
(Registrant’s telephone number, including area code)
___________________________
(Former Name, Former Address and Former Fiscal Year 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 Exchange Act during the past 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 [X] 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 [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [_] | Accelerated filer | [_] |
| Non-accelerated filer | [_] | Smaller reporting company | [X] |
|
| 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 [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: We had a total of 29,112,661 shares of common stock issued and outstanding at February 17, 2021 .
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to BLGI, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019 (“Form 10-Q/A”) is to submit Exhibit 101 to the Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2020 (the “Form 10-Q”), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files (the “Interactive Data Files”) required to be filed with the Form 10-Q.
The following events, each of which occurred after the original filing date of the Form 10-Q, are applicable with respect to the executive officers executing this Form 10-Q/A, the change of the Company’s name, since the original filing date of the Form 10-Q, and differences in the number of outstanding shares, since the original filing date of the Form 10-Q:
● | Effective June 29, 2020, Jeremy Towning resigned as Chief Executive Officer; |
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● | Effective June 29, 2020, the Company appointed Lawrence P. Cummins as Chief Executive Officer; |
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● | Effective October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc.; and |
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● | Effective October 15, 2020, the Company effected a 1-for-20 reverse stock split of its shares of common stock, par value $0.0001 per share; provided, however, that no changes or adjustments have been made to the financial information in the Form 10-Q to reflect such reverse stock split. |
Other than the submission of the Interactive Data Files, no other changes, revisions, or updates have been made to the Form 10-Q in this Form 10-Q/A, which speaks as of the original filing date of the Form 10-Q and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-Q.
ITEM 6. EXHIBITS
Exhibit |
| Description |
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|
10.1 |
| |
10.2 |
| |
31.1 * |
| |
31.2 * |
| |
32.1 * |
| |
32.2 * |
| |
101.INS |
| XBRL Instance |
101.SCH |
| XBRL Taxonomy Extension Schema |
101.CAL |
| XBRL Taxonomy Extension Calculation |
101.DEF |
| XBRL Taxonomy Extension Definition |
101.LAB |
| XBRL Taxonomy Extension Labels |
101.PRE |
| XBRL Taxonomy Extension Presentation |
__________
* Filed herewith.
(1) Filed as an Exhibit to the Company’s Quarterly Report for the quarter ended October 31, 2018.
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BLGI, INC. |
|
|
Date: February 19, 2021 | By: /s/ Lawrence P. Cummins |
| Lawrence P. Cummins |
| Chief Executive Officer (Principal Executive Officer) |
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|
Date: February 19, 2021 | By: /s/ Jeremy Towning |
| Jeremy Towning |
| Chief Financial Officer (Principal Financial Officer) |
- 3 -
EXHIBIT 31.1
CERTIFICATIONS
I, Lawrence P. Cummins , certify that:
1. | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q for the quarter ended October 31, 2019 of BLGI, 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 presented 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 13a-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 financial 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 19, 2021
/s/ Lawrence P. Cummins | |
Lawrence P. Cummins | |
Chief Executive Officer | |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATIONS
I, Jeremy Towning, certify that:
1. | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q for the quarter ended October 31, 2019 of BLGI, 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 presented 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 13a-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 financial 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 19, 2021
/s/ Jeremy Towning | |
Jeremy Towning | |
Chief Financial Officer | |
(Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to the quarterly report of BLGI, Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence P. Cummins , Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 19, 2021 | /s/ Lawrence P. Cummins |
Lawrence P. Cummins | |
Chief Executive Officer | |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to the quarterly report of BLGI, Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy Towning, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 19, 2021 | /s/ Jeremy Towning |
Jeremy Towning | |
Chief Financial Officer | |
(Principal Financial Officer) |
Cover - shares |
6 Months Ended | |
---|---|---|
Oct. 31, 2019 |
Feb. 17, 2021 |
|
Document And Entity Information | ||
Entity Registrant Name | BLGI, INC. | |
Entity Central Index Key | 0001575345 | |
Document Type | 10-Q/A | |
Document Period End Date | Oct. 31, 2019 | |
Entity Incorporation, State or Country Code | FL | |
Entity File Number | 000-55880 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE: The purpose of this Amendment No. 1 to BLGI, Inc.s (the Company) Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019 (Form 10-Q/A) is to submit Exhibit 101 to the Form 10-Q filed with the U.S. Securities and Exchange Commission (the SEC) on June 29, 2020 (the Form 10-Q), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files (the Interactive Data Files) required to be filed with the Form 10-Q. The following events, each of which occurred after the original filing date of the Form 10-Q, are applicable with respect to the executive officers executing this Form 10-Q/A, the change of the Companys name, since the original filing date of the Form 10-Q, and differences in the number of outstanding shares, since the original filing date of the Form 10-Q: 1) Effective June 29, 2020, Jeremy Towning resigned as Chief Executive Officer; 2) Effective June 29, 2020, the Company appointed Lawrence P. Cummins as Chief Executive Officer; 3) Effective October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc.; and 4) Effective October 15, 2020, the Company effected a 1-for-20 reverse stock split of its shares of common stock, par value $0.0001 per share; provided, however, that no changes or adjustments have been made to the financial information in the Form 10-Q to reflect such reverse stock split. Other than the submission of the Interactive Data Files, no other changes, revisions, or updates have been made to the Form 10-Q in this Form 10-Q/A, which speaks as of the original filing date of the Form 10-Q and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-Q. | |
Current Fiscal Year End Date | --04-30 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | No | |
Entity's Reporting Status Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,112,661 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares |
Oct. 31, 2019 |
Apr. 30, 2019 |
Nov. 13, 2017 |
---|---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 | 490,000,000 |
Common stock, issued | 166,073,296 | 166,073,296 | |
Common stock, outstanding | 166,073,296 | 166,073,296 | |
Series A Preferred Stock [Member] | |||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, issued | 0 | ||
Preferred stock, outstanding | 0 |
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2018 |
Oct. 31, 2019 |
Oct. 31, 2018 |
|
OPERATING EXPENSES | ||||
Consulting (Note 11) | $ (31,600) | $ 75,133 | ||
General and administrative | 1,505 | (96,346) | 2,253 | 27,102 |
Investor relations | 26,750 | 53,500 | ||
Professional fees | 21,364 | 2,400 | 127,834 | |
Stock-based compensation (Note 12) | 1,875,000 | 1,875,000 | ||
TOTAL OPERATING EXPENSES | (1,505) | (1,795,168) | (4,653) | (2,158,569) |
OTHER EXPENSES | ||||
Accretion of discounts on convertible debentures (Note 9) | (339,824) | (449,909) | ||
Allowance for receivables (Note 7(a)) | (339,554) | (339,554) | ||
Loss on settlement of debt (Note 8(c)) | (201,500) | |||
Interest expense | (121,164) | (11,861) | (237,681) | (33,963) |
NET LOSS AND COMPREHENSIVE LOSS | $ (122,669) | $ (2,486,407) | $ (242,334) | $ (3,183,495) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in dollars per share) | $ 0.00 | $ (0.02) | $ 0.00 | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (in shares) | 166,073,296 | 116,616,774 | 166,073,296 | 116,005,905 |
NATURE OF BUSINESS |
6 Months Ended |
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Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS
Black Cactus Global, Inc. was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. The Company’s plan is to develop a blockchain technology business. On December 4, 2017, the Company changed its name from Envoy Group Corp. to Black Cactus Global, Inc. |
GOING CONCERN |
6 Months Ended |
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Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue or cash flow from operations, and only incurred losses since inception. As at October 31, 2019, the Company has a working capital deficiency of $2,595,218 and an accumulated deficit of $10,728,062. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”),and are expressed in United States dollars. The Company’s fiscal year-end is April 30.
These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2019, included in the Company’s Annual Report on Form 10-K filed with the SEC.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at October 31, 2019, and the results of its operations for the three and six months ended October 31, 2019 and cash flows for the six months ended October 31, 2019. The results of operations for the period ended October 31, 2019 are not necessarily indicative of the results to be expected for future quarters or the full year.
The significant accounting policies followed are:
USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, allowances for doubtful receivables, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
FINANCIAL INSTRUMENTS
ASC 825, “Financial Instruments”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The financial instruments consist principally of cash and cash equivalents, accounts payable, amount payable, loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of October 31, 2019 and April 30, 2019:
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions.
CASH AND CASH EQUIVALENTS
All cash investments with an original maturity of three months or less are considered to be cash equivalents.
INCOME TAXES
The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
FINANCIAL RISK FACTORS |
6 Months Ended |
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Oct. 31, 2019 | |
Financial Risk Factors | |
FINANCIAL RISK FACTORS | 4. FINANCIAL RISK FACTORS
LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at October 31, 2019, the Company has a working capital deficiency of $2,595,218 and requires additional funding to meet its current obligations. The Company’s current obligations include accounts payable and accrued liabilities which have contractual maturities of less than 60 days and are subject to normal trade terms, loans payable which are due on demand, and convertible debts which have defaulted and are due on demand. The Company requires additional financing to meet its current obligations. The ability of the Company to continue to identify and evaluate feasible business opportunities, develop products and generate working capital is dependent on its ability to secure additional equity or debt financing.
FOREIGN EXCHANGE RISK
Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations. |
PREPAID EXPENSES AND OTHER ASSETS |
6 Months Ended |
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Oct. 31, 2019 | |
Prepaid Expenses And Other Assets | |
PREPAID EXPENSES AND OTHER ASSETS | 5. PREPAID EXPENSES AND OTHER ASSETS
The Company’s prepaid expenses and other assets consists of deposits, retainers and advance payments for various services including investor relations, legal, marketing and other costs. |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
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RELATED PARTY TRANSACTIONS AND BALANCES |
6 Months Ended | ||||||||
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Oct. 31, 2019 | |||||||||
Related Party Transactions [Abstract] | |||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | 7. RELATED PARTY TRANSACTIONS AND BALANCES
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LOANS PAYABLE |
6 Months Ended | ||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||
Loans Payable [Abstract] | |||||||||||||||||||
LOANS PAYABLE | 8. LOANS PAYABLE
The balance presented for loans payable consist of the following amounts:
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CONVERTIBLE DEBENTURES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE DEBENTURES | 9. CONVERTIBLE DEBENTURES
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PRODUCT DEVELOPMENT AND WEBSITE COSTS |
6 Months Ended |
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Oct. 31, 2019 | |
Product Development And Website Costs | |
PRODUCT DEVELOPMENT AND WEBSITE COSTS | 10. PRODUCT DEVELOPMENT AND WEBSITE COSTS
On June 18, 2017, the Company entered into a Definitive Acquisition Agreement involving the internet domain and brand BitReturn. The Agreement represented the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 10,000,000 shares of restricted common stock with a fair value of $1,900,000 as payment under the terms of the Agreement, which was recognized as and included in product development and website costs. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, and as at October 31, 2019, $350,000 (April 30, 2019 - $350,000) is recorded as an amount payable for BitReturn. Product development and website expenses represent costs of acquiring the brand BitReturn, development of the crypto currency mining product, and creation of the website. These costs did not meet the criteria for capitalization, and therefore were treated as an operating expense in fiscal 2018. During the year ended April 30, 2019, the Company determined it would not proceed with its plan to create a technology business in mining digital currency and would no longer utilize the brand BitReturn. |
COMMITMENTS |
6 Months Ended | ||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
COMMITMENTS | 11. COMMITMENTS
|
STOCK |
6 Months Ended |
---|---|
Oct. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCK | 12. STOCK
On November 13, 2017, the Company amended its Articles of Incorporation, increasing the number of common stock authorized from 240,000,000 to 490,000,000, par value of $0.0001, and leaving the number of preferred stock authorized at 10,000,000, par value of $0.0001.
At the time of the amendment, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock. The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, common stock and preferred stock, as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Without the vote or consent of holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the common stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.
Subject to the rights of the holders of any other series of preferred stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and any other series of preferred stock ranking junior to the Series A Preferred Stock with respect to liquidation.
The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock. The Company shall have no rights to redeem Series A Preferred Stock.
COMMON STOCK
On January 16, 2018, the Company authorized 3,200,000 shares of common stock to be issued pursuant to the Share Purchase Agreement with an unrelated third party and these shares remained held in treasury. Under the terms of the Agreement, the Company will purchase all the issued ordinary shares of the unrelated third party from its shareholders, thereby acquiring all the intellectual property, research and development, contracts, accounts receivable and licenses owned by the unrelated third party. In exchange, the Company will issue 3,200,000 shares of its common stock to the unrelated third party’s shareholders. The Agreement will not close and the acquisition will not be complete until the Company receives the source code and software to the unrelated third party’s intellectual property for all of the unrelated third party’s programs, platforms and products and these assets have been independently verified. Additionally, if the shares issued to the unrelated third party shareholders do not have an aggregate value of $2,000,000 by January 15, 2019, the unrelated third party shareholders are entitled to have additional shares issued to them so that they hold shares equal to $2,000,000 as of that date. As the Company has not received the source code and software relating to the intellectual property, the Agreement was terminated, and the 3,200,000 common shares held in treasury were cancelled on May 23, 2018.
On May 24, 2018, the Company issued 2,600,000 shares of common stock to settle the $130,000 of principal and $6,500 owed under the loan agreement described in Note 8(c).
On July 9, 2018, the Company entered into a Settlement and General Release Agreement pursuant to which the Company would issue an employee 6,000,000 shares of common stock in exchange for release from the Employment Agreement described in Note 10(e). The fair value of the shares on the date of settlement of $420,000 is presented as of October 31, 2019 as shares issuable because the shares have not been issued to date.
On April 27, 2018, the Company issued an aggregate of 50,000,000 shares of common stock in certificated form to three directors and a relative of one of the directors. These four certificates were maintained in the possession of the Company and/or its transfer agent until October 30, 2018, on which date all 50,000,000 shares were transferred into book entry form registered in the name of the four individuals. The Company’s financial statements prior to October 30, 2018, reflected the 50,000,000 shares as treasury shares. Upon the transfer of such shares of common stock into book entry form, on October 30, 2018, the shares became issued and outstanding shares of the Company and are no longer reflected as treasury shares in the Company’s financial statements. Based upon the quoted market price, the total value of the shares was $1,875,000 on the date of the transfer which was recorded as a stock-based compensation expense on October 30, 2018 as no assets were received by the Company in exchange for the shares.
As at October 31, 2019, there are 166,073,296 shares of common stock issued and outstanding.
PREFERRED STOCK - SERIES A
As at October 31, 2019, there are no issued and outstanding Series A Preferred Stock. |
SHARE PURCHASE WARRANTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Purchase Warrants | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHARE PURCHASE WARRANTS | 13. SHARE PURCHASE WARRANTS
The following table summarizes the continuity of share purchase warrants:
As at October 31, 2019, the following share purchase warrants were outstanding:
* The lower of $0.10 and 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days.
The weighted average remaining life of the warrants outstanding as at October 31, 2019 is 3.36 years. |
SUBSEQUENT EVENTS |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Oct. 31, 2019 | |||||||
Subsequent Events [Abstract] | |||||||
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS
|
SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
BASIS OF PRESENTATION | BASIS OF PRESENTATION
These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”),and are expressed in United States dollars. The Company’s fiscal year-end is April 30.
These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2019, included in the Company’s Annual Report on Form 10-K filed with the SEC.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at October 31, 2019, and the results of its operations for the three and six months ended October 31, 2019 and cash flows for the six months ended October 31, 2019. The results of operations for the period ended October 31, 2019 are not necessarily indicative of the results to be expected for future quarters or the full year.
The significant accounting policies followed are: |
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USE OF ESTIMATES | USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, allowances for doubtful receivables, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates. |
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FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
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FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS
ASC 825, “Financial Instruments”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The financial instruments consist principally of cash and cash equivalents, accounts payable, amount payable, loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of October 31, 2019 and April 30, 2019:
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions. |
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CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS
All cash investments with an original maturity of three months or less are considered to be cash equivalents. |
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INCOME TAXES | INCOME TAXES
The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
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RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assets measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of October 31, 2019 and April 30, 2019:
|
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consist of the following:
|
SHARE PURCHASE WARRANTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Share Purchase Warrants Tables Abstract | |||||||||||||||||||||||||||||||||||||
Schedule of share purchase warrants | The following table summarizes the continuity of share purchase warrants:
|
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Schedule of share purchase warrants were outstanding | As at October 31, 2019, the following share purchase warrants were outstanding:
* The lower of $0.10 and 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. |
GOING CONCERN (Details Narrative) - USD ($) |
Oct. 31, 2019 |
Apr. 30, 2019 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 2,595,218 | |
Accumulated deficit | $ (10,728,062) | $ (10,485,728) |
SIGNIFICANT ACCOUNTING POLICIES (Details) - Recurring Basic [Member] - USD ($) |
Oct. 31, 2019 |
Apr. 30, 2019 |
---|---|---|
Assets: | ||
Cash and cash equivalents | ||
Quoted Prices in Active Markets For Identical Instruments (Level 1) [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash and cash equivalents |
FINANCIAL RISK FACTORS (Details Narrative) |
Oct. 31, 2019
USD ($)
|
---|---|
Financial Risk Factors | |
Working capital deficiency | $ 2,595,218 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) |
Oct. 31, 2019 |
Apr. 30, 2019 |
---|---|---|
Accounts Payable And Accrued Liabilities | ||
Accounts payable | $ 323,460 | $ 345,181 |
Accrued liabilities | 6,674 | 3,014 |
Interest payable | 461,841 | 225,420 |
Accounts payable and accrued liabilities | $ 791,975 | $ 573,615 |
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Oct. 31, 2019
USD ($)
|
Oct. 31, 2018
USD ($)
|
Oct. 31, 2019
USD ($)
|
Oct. 31, 2018
USD ($)
|
Jun. 22, 2017
CAD ($)
|
|
Related Party Transaction [Line Items] | |||||
Face amount | $ 63,158 | $ 63,158 | |||
Allowance for receivables | $ 339,554 | $ 339,554 | |||
Secured Loan Due on August 31, 2017 | CAD [Member] | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 450,000 | ||||
Certain Directors and RelativeOf Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock-based compensation | $ 1,875,000 | ||||
Former CFO, President and Chairman of the Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 339,554 | ||||
Allowance for receivables | $ 339,554 |
LOANS PAYABLE (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|
May 24, 2018 |
Oct. 31, 2019 |
Oct. 31, 2019 |
Oct. 31, 2018 |
Apr. 30, 2018 |
Apr. 30, 2017 |
Apr. 30, 2019 |
Feb. 14, 2018 |
Sep. 30, 2017 |
Jul. 15, 2016 |
|
Principal balance | $ 63,158 | $ 63,158 | ||||||||
Carrying value loans payable | 38,576 | 38,576 | $ 38,576 | |||||||
Repayment of principal | 0 | $ 0 | ||||||||
Accretion of loan discounts | $ (851) | (851) | ||||||||
Loss on settlement of debt | 201,500 | |||||||||
Bellridge Capital L.P. [Member] | ||||||||||
Debt interest rate | 30.00% | |||||||||
Loans Payable [Member] | ||||||||||
Loans payable | 500 | 500 | $ 500 | |||||||
Loans Payable [Member] | Bellridge Capital L.P. [Member] | ||||||||||
Loans payable | 23,974 | 23,974 | $ 0 | |||||||
Loan Agreement [Member] | ||||||||||
Principal balance | $ 25,000 | $ 130,000 | $ 50,000 | |||||||
Proceeds from loan payable | 54,716 | |||||||||
Unamortized discount | $ 6,836 | 6,836 | ||||||||
Repayment of principal | $ 130,000 | 5,000 | $ 10,600 | |||||||
Accretion of loan discounts | $ 3,918 | $ 2,067 | ||||||||
Number of shares issued (in shares) | 2,600,000 | |||||||||
Fair value of share issued | $ 500,000 | 338,000 | ||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||
Debt interest | 6,500 | |||||||||
Loss on settlement of debt | $ 338,000 | $ 201,500 | $ 201,500 |
PRODUCT DEVELOPMENT AND WEBSITE COSTS (Details Narrative) - USD ($) |
6 Months Ended | |||
---|---|---|---|---|
Jun. 18, 2017 |
Oct. 31, 2019 |
Oct. 31, 2018 |
Apr. 30, 2019 |
|
Cash payment | $ 23,974 | $ (15,000) | ||
Amount payable for BitReturn | 350,000 | $ 350,000 | ||
Definitive Acquisition Agreement [Member] | Restricted Common Stock [Member] | ||||
Number of shares issued (in shares) | 10,000,000 | |||
Value of shares issued | $ 1,900,000 | |||
Cash payment | $ 350,000 | |||
Amount payable for BitReturn | $ 350,000 | $ 350,000 |
SHARE PURCHASE WARRANTS (Details) - Warrants [Member] |
6 Months Ended |
---|---|
Oct. 31, 2019
$ / shares
shares
| |
Class of Warrant or Right Number of Warrants [Roll Forward] | |
Balance, beginning | shares | 93,455,454 |
Issued | shares | |
Balance, end | shares | 93,455,454 |
Class of Warrant or Right Weighted Average Exercise Price [Roll Forward] | |
Balance, beginning | $ / shares | $ 0.10 |
Issued | $ / shares | |
Balance, end | $ / shares | $ 0.10 |
SHARE PURCHASE WARRANTS (Details 1) - $ / shares |
Oct. 31, 2019 |
Apr. 30, 2019 |
||
---|---|---|---|---|
Warrants May 27, 2022 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants | 7,894,737 | |||
Exercise price | [1] | $ 0.021 | ||
Warrants March 29, 2023 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants | 560,717 | |||
Exercise price | $ 0.10 | |||
Warrants April 5, 2023 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants | 85,000,000 | |||
Exercise price | $ 0.10 | |||
Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants | 93,455,454 | 93,455,454 | ||
Exercise price | $ 0.10 | $ 0.10 | ||
|
SHARE PURCHASE WARRANTS (Details Narrative) |
6 Months Ended |
---|---|
Oct. 31, 2019 | |
Share Purchase Warrants Details Abstract | |
Weighted average remaining life | 3 years 4 months 10 days |
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Software License Agreement [Member] - Bellridge Capital L.P. [Member] |
1 Months Ended |
---|---|
Nov. 30, 2019
USD ($)
| |
Consideration paid | $ 250,000 |
Maximum [Member] | |
Line of credit | $ 5,000,000 |
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