Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 31, 2015 | Dec. 14, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | DTS8 COFFEE COMPANY, LTD. | |
Entity Central Index Key | 1,499,361 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 49,594,832 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2015 | Apr. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 178,644 | $ 85,665 |
Accounts receivable | 66,204 | 78,551 |
Prepaid expenses | 9,584 | $ 9,004 |
Due from related party | 397 | |
Inventories | 18,531 | $ 58,150 |
Total Current Assets | 273,360 | 231,370 |
Property, plant and equipment, net | 45,161 | 54,907 |
TOTAL ASSETS | 318,521 | 286,277 |
Current liabilities | ||
Accounts payable and accruals | 144,848 | 240,334 |
Convertible notes | 10,500 | $ 54,000 |
Derivative liabilities | 183,788 | |
Due to related parties | 591,485 | $ 772,952 |
Total Current Liabilities | $ 930,621 | $ 1,067,286 |
SHAREHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, 75,000,000 shares authorized, $0.001 par value; 49,594,832 and 34,791,666 shares issued and outstanding as of October 31, 2015 and April 30, 2015, respectively | $ 49,594 | $ 34,791 |
Additional paid-in capital | $ 8,028,775 | $ 7,057,409 |
Accumulated deficit | (8,688,495) | (7,867,478) |
Accumulated other comprehensive loss | (1,974) | (5,731) |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | (612,100) | (781,009) |
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT) | $ 318,521 | $ 286,277 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - shares | Oct. 31, 2015 | Apr. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, $.001 par value, shares authorized | 75,000,000 | 75,000,000 |
Common stock, $.001 par value, shares issued | 49,594,832 | 34,791,666 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
REVENUE | ||||
Sales | $ 85,782 | $ 85,776 | $ 184,833 | $ 173,839 |
Cost of sales | 55,466 | 51,755 | 123,826 | 109,350 |
Gross profit | 30,316 | 34,021 | 61,007 | 64,489 |
OPERATING EXPENSES | ||||
Marketing expenses | 8,256 | $ 6,702 | 15,980 | $ 13,835 |
Loss on disposal of fixed assets | 30 | 47 | ||
General and administration expenses | 657,863 | $ 233,001 | 758,555 | $ 490,125 |
TOTAL OPERATING EXPENSES | 666,149 | 239,703 | 774,582 | 503,960 |
LOSS FROM OPERATIONS | (635,833) | $ (205,682) | (713,575) | $ (439,471) |
Interest expense | 65,382 | 66,469 | ||
Change in fair value of derivative liabilities | 21,297 | 21,297 | ||
Other expenses | 19,676 | 19,676 | ||
TOTAL OTHER EXPENSES | 106,355 | 107,442 | ||
NET LOSS | (742,188) | $ (205,682) | (821,017) | $ (439,471) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments | 3,697 | (78) | 3,757 | (394) |
TOTAL COMPREHENSIVE LOSS | $ (738,491) | $ (205,780) | $ (824,775) | $ (439,865) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 46,928,821 | 32,978,116 | 40,719,483 | 31,966,159 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - 3 months ended Jul. 31, 2015 - USD ($) | Common Stock | Additional Paid-In Capital | Other Comprehensive Income / Loss | Retained Earnings / Accumulated Deficit | Total |
Shares issued for cash | $ 2,500 | $ 47,500 | $ 0 | $ 0 | $ 50,000 |
Shares issued for cash, in shares | 2,500,000 | ||||
Shares issued for services | $ 7,800 | 532,700 | 0 | 0 | 540,500 |
Shares issued for services, in shares | 7,800,000 | ||||
Shares issued for the settlement of related party debt | $ 3,543 | 244,457 | 248,000 | ||
Shares issued for the settlement of related party debt, in shares | 3,542,857 | ||||
Conversion of convertible notes | $ 960 | 55,200 | 0 | 0 | 56,160 |
Conversion of convertible notes, in shares | 960,309 | ||||
Foreign currency transaltion adjustments | $ 0 | 0 | 3,757 | 0 | 3,757 |
Net loss | 0 | 0 | 0 | (821,017) | (821,017) |
Reclassification of derivative liabilities to additional paid-in capital | 0 | 91,509 | 0 | 0 | 91,509 |
Balance | $ 49,594 | $ 8,028,775 | $ (1,974) | $ (8,688,495) | $ (61,210) |
Balance, in shares at Jul. 31, 2015 | 49,594,832 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (821,017) | $ (439,471) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,535 | $ 8,591 |
Amortization of debt discount | 64,500 | |
Loss on disposal of fixed assets | 47 | $ 360 |
Change in fair value of derivative liabilities | 21,297 | |
Stock-based compensation | 540,500 | $ 253,000 |
Accounts receivable | 9,430 | 2,907 |
Prepaid expenses | (6) | (13,161) |
Inventories | 37,459 | $ (58,284) |
Due to related parties and shareholder | 192,935 | |
Accounts payable and accruals | (84,401) | $ 31,026 |
NET CASH USED IN OPERATING ACTIVITIES | $ (31,721) | (215,032) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase property plant and equipment | $ (175) | |
Proceeds from disposal of fixed assets | $ 117 | |
Cash paid for investment in joint venture company | $ (5,000) | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | $ 117 | (5,175) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Shares issued for cash | 50,000 | $ 214,500 |
Proceeds from convertible notes | 200,000 | |
Repayment to related parties | (114,907) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 135,093 | $ 214,500 |
Effect of exchange rate changes on cash and cash equivalents | (10,510) | 1,207 |
NET INCREASE (DECREASE) IN CASH | 92,979 | (4,500) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 85,665 | 33,339 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 178,644 | $ 28,839 |
Cash paid for interest and income taxes: | ||
Income taxes paid | ||
Interest paid |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS DTS8 Coffee Company, Ltd. (the "Company") was incorporated in the State of Nevada on March 27, 2009. Effective January 22, 2013, the Company changed its name from Berkeley Coffee & Tea, Inc. to DTS8 Coffee Company, Ltd. On April 30, 2012, the Company acquired one hundred percent (100%) of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd. (DTS8 Holdings), a corporation organized and existing since June 2008 under the laws of Hong Kong, and which owns DTS8 Coffee (Shanghai) Co., Ltd. (DTS8 Coffee), a wholly owned foreign subsidiary entity (WOFE) corporation organized and existing in Shanghai since January 19, 2009, under the laws of the Peoples Republic of China. In March 2013, the Company established a 100% owned subsidiary of DTS8 Coffee called DTS8 Coffee (Huzhou) Co. Ltd. (DTS8 Huzhou) in Huzhou, Zhejiang Province, China, which is approximately a two hour drive from Shanghai. DTS8 Huzhou is a coffee roaster equipped with the standard procedures to ensure that it meets regulatory requirements for food safety and sanitation in China. DTS8 Holdings, through its subsidiaries DTS8 Coffee and DTS8 Huzhou, is a gourmet coffee roasting, marketing and wholesale distribution company. The Companys office and coffee storage facility is located in Shanghai, China, and its coffee roasting facility is located in Nanxun Town, Huzhou, Zhejiang Province, China. The Company is in the business of roasting, marketing and selling gourmet roasted coffee to customers in Shanghai and other parts of China. It sells gourmet roasted coffee under the DTS8 Coffee label and other labels through distribution channels that reach consumers at restaurants, multi-location coffee shops, and offices. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 BASIS OF PRESENTATION The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the Securities and Exchange Commission (the SEC). In the opinion of management, the financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission (SEC), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The consolidated balance sheet information as of April 30, 2015 was derived from the consolidated audited financial statements included in the Companys Annual Report on Form 10-K for the year ended April 31, 2015. These consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended April 30, 2015, and other reports filed with the SEC. The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. |
Going Concern Uncertainty
Going Concern Uncertainty | 6 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE 3 GOING CONCERN UNCERTAINTY The accompanying interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business. The Company has incurred material losses from operations. At October 31, 2015, the Company had a working capital deficit of $657,261 in addition to limited cash, limited revenue and unprofitable operations. For the six months ended October 31, 2015, the Company sustained net losses and generated negative cash flows from operations. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Companys continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company, DTS8 Holdings Co., Ltd., DTS8 Coffee (Shanghai) Co., Ltd., and DTS8 Coffee (Huzhou) Co. Ltd. All significant inter-company transactions and balances have been eliminated upon consolidation. Use of Estimates In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Companys financial instruments include cash and cash equivalents, current receivables and payables, and derivative liabilities. These financial instruments are measured at their respective fair values. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company has determined that certain convertible notes covered by these financial statements qualifies as derivative financial instruments under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging Contracts in an Entitys Own Stock. See Note 7 for more details. Estimating the fair value of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. The assumptions used to value the Companys derivatives will have a direct effect on the fair values. In addition, valuation techniques are sensitive to changes in the trading market price of the Companys common stock and its estimated volatility and interest rate changes and other variables or market conditions not within the Companys control that can significantly affect managements estimates of fair value and changes in fair value. Because derivative financial instruments are initially and subsequently carried at fair value, the Companys net income may include significant charges or credits as these estimates and assumptions change. The fair value of the derivative liabilities was determined using the Black-Scholes Model with any change in fair value during the period recorded in earnings as Change in fair value of derivative liabilities. Significant inputs used to calculate the fair value of the derivative liabilities include expected volatility, risk-free interest rate and dividend yield. For cash and cash equivalents, accounts receivables, prepaid expenses, and accounts payable and accruals, it is managements opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. Management believes it is not practical to estimate the fair value of related party payables because the transactions cannot be assumed to have been consummated at arms length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. Foreign Currency Translation The Companys functional and reporting currency is United States Dollars (USD). The functional currency of the Companys subsidiaries, DTS8 Coffee and DTS8 Huzhou, in the Peoples Republic of China is Chinese currency Renminbi (RMB). Since RMB is not freely convertible into foreign currencies, all foreign exchange transactions involving RMB must take place either through the Peoples Bank of China (the PBOC) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. For financial reporting purposes, the financial statements of the Companys subsidiaries DTS8 Coffee and DTS8 Huzhou in the Peoples Republic of China are maintained in RMB and translated into USD. Balance sheet accounts with the exception of equity are translated using the closing exchange rate in effect at the balance sheet date, income and expense accounts are translated using the average exchange rate prevailing during the reporting period and the equity accounts were stated at their historical exchange rate. The exchange rates used for foreign currency translation were as follows (USD$1 = RMB): Period Covered Balance Sheet Date Rates Annual Average Rates October 31, 2015 6.3495 6.2224 April 30, 2015 6.1137 6.1454 October 31, 2014 6.1675 6.1586 Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income (loss) per share assume the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. For the periods presented, the computation of diluted loss per share equaled basic loss per share as the inclusion of any dilutive instruments would have had an anti-dilutive effect on the earnings per share calculation in the periods presented. Recently Issued Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in ASU 2015-11 require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Companys consolidated financial statements. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 is not expected to have a material impact on the Companys consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in this ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. |
Inventories
Inventories | 6 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 INVENTORIES Inventories consist of the following: October 31, 2015 April 30, 2015 Raw materials - Green beans $ 3,840 $ 45,245 Finished products - Roasted coffee 8,963 7,053 Packing products 5,728 5,852 Total $ 18,531 $ 58,150 |
Convertible Note
Convertible Note | 6 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 6 CONVERTIBLE NOTE On March 6, 2015, the Company issued a convertible note (Note I) in the amount of $54,000. The note is due together with any interest on December 10, 2015 (the Maturity Date). The Company has to pay interest on the unpaid principal balance of the note at the rate of 8% per annum from March 10, 2015 until the Maturity Date. Any amount of principal or interest on the note which is not paid on the Maturity Date shall bear an interest at the rate of 22% per annum from the due date until the note is paid in full. The holder of the note shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the note, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock of the Company. The conversion price shall equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, 61% multiplied by the market price of the average of the lowest three trading prices for the common stock during the 10 trading days prior to the conversion date. In accordance with ASC 815-15, the Company analyzed the conversion option of the note for derivative accounting consideration. The Company determined that the conversion option of the note should be classified as a liability once the conversion option becomes effective after 180 days because there is no limit to the number of shares of common stock to be issued upon conversion of the note. On September 9, Note I became convertible. On September 18, 2015, the debt holder converted $12,000 of the note into 230,769 common shares at a conversion price of $0.0520 per share. On September 25, 2015, the debt holder converted $15,000 of the note into 260,417 common shares at a conversion price of $0.0576 per share. On September 30, 2015, the debt holder converted $20,000 of the note into 316,456 common shares at a conversion price of $0.0632 per share. On October 7, 2015, the debt holder converted the remaining principal of $7,000 and the accrued interest in the amount of $2,160 into a total number of 152,667 shares at a conversion price of $0.0600. As of October 31, 2015, the balance payable on Note I of $54,000 and accrued interest of $2,160 were fully converted into common stock. On October 20, 2015, the Company issued two convertible promissory notes with same terms in a total amount of $210,000 (collectively, Note II) with a discount of 5%. The proceeds of $200,000 of the note were not received until October 23, 2015. The note is due together with any interest on April 19, 2015 (the Maturity Date). The Company has to pay interest on the unpaid principal balance of the note at the rate of 10% per annum from October 23, 2015 until the Maturity Date. The outstanding principal and interest at 120% may be redeemed within 90 days of closing and 130% after 90 days. The conversion price shall equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, 61% of the lowest daily volume weighted average price (VWAP) of the common stock during the 15 trading days prior to the conversion date. Upon default, the debt holder shall have the right to convert the note into shares of common stock at an alternative conversion price equal to 50% of the lowest daily VWAP of the common stock during the 20 trading days prior to the conversion date. All overdue accrued and unpaid interest to be paid shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law which shall accrue daily from the date such interest is due through and including the date of actual payment in full. As of October 31, 2015, the balance payable on the convertible note was $210,460 representing the principal amount of $210,000 plus accrued interest of $460. As described in Note 7, the embedded conversion feature for both Note I and Note II qualified for liability classification at fair value. As a result, the Company recorded debt discounts resulting from derivative liabilities of $54,000 to Note 1 and $200,000 to Note II at the dates the notes became convertible. Due to the excess of the fair value of derivative liabilities over the principal of the notes on the day when the notes became convertible, the Company recorded loss on derivative liabilities in the amount of $292,718. This amount was included in change in fair value of derivative liabilities. In addition, the Company amortized the balance of debt discount of $54,000 associated to the exercise of the conversion option of Note 1. Amortization of the debt discounts was recorded as a component of interest expense in the accompanying unaudited statements of operations and comprehensive loss. Amortization of debt discounts amounted to $64,500 and $0 for the three and six months ended October 31, 2015 and 2014, respectively. Contractual interest expense for the two convertible notes described in Note 7 amounted to $1,969 and $0 for the six months ended October 31, 2015 and 2014, respectively. Contractual interest expense for the two convertible notes described in Note 7 amounted to $882 and $0 for the three months ended June October 31, 2015 and 2014, respectively. |
Derivative Instruments and the
Derivative Instruments and the Fair Value of Financial Instruments | 6 Months Ended |
Oct. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Derivative Instruments and the Fair Value of Financial Instruments | NOTE 7 DERIVATIVE INSTRUMENTS AND THE FAIR VALUE OF FINANCIAL INSTRUMENTS The Company issued convertible notes and the conversion option embedded in the convertible notes contains no explicit limit to the number of shares to be issued upon settlement and as a result is classified as a liability under ASC 815 (see Note 6). The Company accounted for the embedded conversion option in accordance with ASC 815-40, which requires the Company to bifurcate the embedded conversion options as liability at the date when it becomes effective and to record changes in fair value relating to the conversion option liability in the statement of operations and comprehensive income as of each subsequent balance sheet date. The debt discount related to the convertible note is amortized over the life of the note using the effective interest method. The following table sets forth the Companys consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy as of October 31, 2015. Assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement. Total Level 1 Level 2 Level 3 LIABILITIES Conversion option liability $ 183,788 - - 183,788 The following is a reconciliation of the conversion option liability for which Level 3 inputs were used in determining the fair value: Balance as of April 30, 2015 - Fair value of embedded conversion option derivative liabilities at issuance charged to debt discounts $ 254,000 Change in fair value of derivative liabilities 21,297 Reclassification of derivative liabilities to additional paid-in capital due to conversions (91,509) Balance as of October 31, 2015 $ 183,788 The Companys conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The fair value at the commitment and re-measurement dates for convertible notes that are treated as derivative liabilities with embedded conversion features were based upon the following management assumptions for the six months ended October 31, 2015: Commitment Date Re-measurement Date Exercise price $0.0328 - $0.0645 $0.0359 - $0.0632 Expected dividends 0% 0% Expected volatility 197.12% - 203.24% 197.30% - 217.19% Expected term 6 months - 9 months 6 months - 9 months Risk free interest rate 0.13% - 0.26% 0.07% - 0.22% |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 RELATED PARTY TRANSACTIONS Related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Upon the acquisition of DTS8 Holdings on April 30, 2012, the Company assumed a loan from Sean Tan to DTS8 Holdings. Sean Tan was the Companys Chief Executive Officer and director until August 10, 2015, when Sean Tan resigned and Douglas Thomas replaced Mr. Tan in his positions with the Company. The loan from related parties bears no interest and has no fixed term of repayment. The Company entered into a debt settlement agreement dated August 28, 2015, with Sean Tan to convert $120,000 of debt owed by the Company, at the fair market price of $0.07 per share, being the closing stock price at August 28, 2015, for a total of 1,714,286 shares of the Companys common stock. As of October 31, 2015 and April 30, 2015, $nil and $120,000, respectively, was recorded as due to related parties. On March 31, 2011, the Company entered into a management agreement with Sean Tan, the Companys officer and director, to serve as the President and Chief Executive Officer of the Company. This contract was terminated effective August 10, 2015. The Company entered into a debt settlement agreement dated August 28, 2015 with Sean Tan to convert the management fee payment of $128,000 owed by the Company, at the fair market price of $0.07 per share, being the closing stock price at August 28, 2015, for a total of 1,828,571 shares of the Companys common stock. . For the periods ended October 31, 2015 and April 30, 2015, the Company owed Mr. Tan $nil and $110,000, respectively. On August 10, 2015, Company entered into a management agreement with Douglas Thomas to serve as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company. Mr. Thomass engagement commenced on the August 10, 2015, and shall continue on a year-to-year basis until terminated by either party upon sixty days prior written notice to the other party. The Company shall make monthly management fee payment of six thousand dollars ($6,000) to Thomas, in arrears, on the 25th day of each month and four million (4 million) common shares of the Company as engagement bonus remuneration. As of October 31, 2015, and April 30, 2015, the Company owed Mr. Thomas $61,000 and $43,000, respectively. The balance of $43,000 as of April 30, 2015, was included in accounts payable and accruals due to the fact that Mr. Thomas was not a related party until August 10, 2015. On August 31, 2015, the Company entered into an agreement with Cherry Cai to serve as the financial controller of the Company commenced on September 1, 2015, and shall continue on a year-to-year basis until terminated by either party upon thirty days prior written notice to the other party. The Company shall make monthly fee payment of three thousand dollars ($3,000) to Cherry, in arrears, on 25 th day of each month and issue one million shares of common stock of the Company; 500,000 shares of were issued in September 2015, and balance of 500,000 shall be issued on September 1, 2016. As of October 31, 2015 and April 30, 2015, the Company owed Ms. Cai $6,000 and $nil, respectively. On April 30, 2012, upon its acquisition of DTS8 Holdings, the Company assumed a loan payable of $382,396 owed by DTS8 Coffee to a consultant who provides accounting and financial reporting services to the Company through his company from time to time on a monthly basis. The amounts owed, as loan payable, as of October 31, 2015 and April 30, 2015, were $ $255,353 and $382,152, respectively. The balance of the amount is unsecured, non-interest bearing, has no fixed term of repayment, and is repayable on demand, and the consultant has agreed not to demand payment within the next fiscal year. In addition, as of October 31, 2015 and 2014, the Company owed the consultant $269,132 and $160,800 respectively for consulting services provided to the Company. In September 2015, the Company advanced to Alex Liang, Chairman and director of the Company, $397 for the business operation purpose. As of October 31, 2015 and April 30, 2015, due from related party was $397 and $nil, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 COMMITMENTS AND CONTINGENCIES The Company leases its corporate office and coffee distribution and storage facility located at Building B, #439, Jinyuan Ba Lu, Jiangqiao Town, Jiading District, Shanghai 201812, China. Lease commenced on October 1, 2013, and expires on September 30, 2017. The leased area is approximately 92 square meters (990 square feet). The Company also leases a warehouse for its coffee roasting and manufacturing at 801 Jiahe Road, 2 nd Floor, Nanxun Town, Huzhou City, 313009, Zhejiang, China. The leased area is approximately 1,041 square meters (11,205 square feet). The lease commenced on August 16, 2013, and expires on August 17, 2015. This lease was extended for additional six-month term, and now expires on February 17, 2016. Total lease payments for the periods ended October 31, 2015 and 2014 were $15,319 and $25,868, respectively. |
Common Stock
Common Stock | 6 Months Ended |
Oct. 31, 2015 | |
Equity [Abstract] | |
Common Stock | NOTE 10 COMMON STOCK At October 31, 2015, the Companys authorized capital was 75,000,000 shares of common stock with a par value of $0.001 and 49,594,832 shares were issued and outstanding. In June 2015, the Company issued 2,500,000 restricted shares of common stock at a price of $0.02 per share for cash proceeds of $50,000. In August, 2015, the Company issued 4,000,000 restricted shares of common stock to the Chief Executive Officer of the Company at a fair market price of $0.06 per share as payment for management fees. Total value of the services, valued at the fair market price, was $240,000. For the period ended October 31, 2015, $240,000 was expensed. In August, 2015, the Company issued 1,100,000 restricted shares of common stock to a director (1,000,000) and to two employees (50,000 each) at a fair market price of $0.06 per share as payment for management fees. Total value of the services, valued at the fair market price, was $66,000. For the period ended October 31, 2015, $66,000 was expensed. In August, 2015, the Company in lieu of cash payment issued 3,542,857 shares of the Companys common stock as payment in full for the outstanding debts of $248,000 owed to the former director and Chief Executive Officer. The shares were issued at the fair market price of $0.07 per share, being the closing stock price at August 28, 2015. In September, 2015, the Company issued 500,000 restricted shares of common stocks of the Company for consulting services valued at $0.085 per share or $42,500. For the period ended October 31, 2015, $42,500 was expensed. In September, 2015, the Company issued 1,000,000 shares of common stock Company to a consultant at fair market price of $0.085 per share as payment for consulting fees. Total value of the services, valued at the fair market price, was $85,000. For the period ended October 31, 2015, $85,000 was expensed as consulting fees. In September, 2015, the Company issued 1,000,000 shares of common stock the Companys attorney at fair market price of $0.085 per share as payment for legal fees. Total value of the services, valued at the fair market price, was $85,000. For the period ended October 31, 2015, $85,000 was expensed as legal fees. In September 2015, the Company issued 230,769, 260,417 and 316,456 restricted shares of common stocks of the Company for the conversion of $12,000, $15,000 and $20,000 of the Note I described in Note 6, respectively. In October 2015, the Company issued 152,667 restricted shares of common stocks of the Company for the conversion of the remaining principal of $7,000 and the accrued interest in the amount of $2,160 of Note I described in Note 6. On October 1, 2015, the Company entered into an agreement with Carter, Terry & Company acting as the Companys exclusive Financial Advisory Investment Bank and Placement Agent for an initial period of 60 days, and then reverting to a non-exclusive advisor for the next twelve consecutive (12) months. The Company agreed to issue 200,000 restricted shares of common stocks of the Company upon the execution of the agreement. Within two years period, the Company agreed on cash compensation fees subject to: a). 10 % of the amount up to $1,000,000; b). 8% up to $5,000,000 and c). 6% over $5,000,000 for any equity or hybrid equity capital raised and also agreed to pay restricted shares equal to 4% of capital raised by the closing price of the stock on the date of close. In October 2015, the Company issued 200,000 restricted shares of common stocks to Carter, Terry & Company valued at $0.11 per share. For the period ended October 31, 2015, $22,000 was expensed as consulting fees. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 SUBSEQUENT EVENTS On November 2, 2015, the Company entered into a letter of intent to acquire a coffee roasting and wholesale company located in the East Coast of the United States. Under the terms of the contemplated acquisition, the Company will acquire 100% of the issued and outstanding shares of the coffee company. The acquisition is subject to a number of conditions, including DTS8 completing and accepting the results of its due diligence investigation, a valuation opinion and receiving audited financial statements. As of the date of this report, the Company was in the process of completing the due diligence. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company, DTS8 Holdings Co., Ltd., DTS8 Coffee (Shanghai) Co., Ltd., and DTS8 Coffee (Huzhou) Co. Ltd. All significant inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Companys financial instruments include cash and cash equivalents, current receivables and payables, and derivative liabilities. These financial instruments are measured at their respective fair values. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company has determined that certain convertible notes covered by these financial statements qualifies as derivative financial instruments under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging Contracts in an Entitys Own Stock. See Note 7 for more details. Estimating the fair value of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. The assumptions used to value the Companys derivatives will have a direct effect on the fair values. In addition, valuation techniques are sensitive to changes in the trading market price of the Companys common stock and its estimated volatility and interest rate changes and other variables or market conditions not within the Companys control that can significantly affect managements estimates of fair value and changes in fair value. Because derivative financial instruments are initially and subsequently carried at fair value, the Companys net income may include significant charges or credits as these estimates and assumptions change. The fair value of the derivative liabilities was determined using the Black-Scholes Model with any change in fair value during the period recorded in earnings as Change in fair value of derivative liabilities. Significant inputs used to calculate the fair value of the derivative liabilities include expected volatility, risk-free interest rate and dividend yield. For cash and cash equivalents, accounts receivables, prepaid expenses, and accounts payable and accruals, it is managements opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. Management believes it is not practical to estimate the fair value of related party payables because the transactions cannot be assumed to have been consummated at arms length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. |
Foreign Currency Translation | Foreign Currency Translation The Companys functional and reporting currency is United States Dollars (USD). The functional currency of the Companys subsidiaries, DTS8 Coffee and DTS8 Huzhou, in the Peoples Republic of China is Chinese currency Renminbi (RMB). Since RMB is not freely convertible into foreign currencies, all foreign exchange transactions involving RMB must take place either through the Peoples Bank of China (the PBOC) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. For financial reporting purposes, the financial statements of the Companys subsidiaries DTS8 Coffee and DTS8 Huzhou in the Peoples Republic of China are maintained in RMB and translated into USD. Balance sheet accounts with the exception of equity are translated using the closing exchange rate in effect at the balance sheet date, income and expense accounts are translated using the average exchange rate prevailing during the reporting period and the equity accounts were stated at their historical exchange rate. The exchange rates used for foreign currency translation were as follows (USD$1 = RMB): Period Covered Balance Sheet Date Rates Annual Average Rates October 31, 2015 6.3495 6.2224 April 30, 2015 6.1137 6.1454 October 31, 2014 6.1675 6.1586 |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income (loss) per share assume the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. For the periods presented, the computation of diluted loss per share equaled basic loss per share as the inclusion of any dilutive instruments would have had an anti-dilutive effect on the earnings per share calculation in the periods presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in ASU 2015-11 require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Companys consolidated financial statements. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 is not expected to have a material impact on the Companys consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in this ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | October 31, 2015 April 30, 2015 Raw materials - Green beans $ 3,840 $ 45,245 Finished products - Roasted coffee 8,963 7,053 Packing products 5,728 5,852 Total $ 18,531 $ 58,150 |
Uncategorized Items - bkct-2015
Label | Element | Value |
Shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForNoncashConsiderations | $ 0 |
Shares issued for the settlement of related party debt | us-gaap_StockIssuedDuringPeriodValueOther | 0 |
Shares issued for cash | us-gaap_StockIssuedDuringPeriodValueIssuedForCash | 0 |
Foreign currency transaltion adjustments | us-gaap_ForeignCurrencyTransactionGainLossRealized | 0 |
Reclassification of derivative liabilities to additional paid-in capital | us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature | 0 |
Net loss | us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted | 0 |
Conversion of convertible notes | us-gaap_DebtConversionConvertedInstrumentAmount1 | 0 |
Balance | us-gaap_StockholdersEquityPeriodIncreaseDecrease | (781,009) |
Other Comprehensive Income / Loss | ||
Shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForNoncashConsiderations | 0 |
Shares issued for the settlement of related party debt | us-gaap_StockIssuedDuringPeriodValueOther | 0 |
Shares issued for cash | us-gaap_StockIssuedDuringPeriodValueIssuedForCash | 0 |
Foreign currency transaltion adjustments | us-gaap_ForeignCurrencyTransactionGainLossRealized | 0 |
Reclassification of derivative liabilities to additional paid-in capital | us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature | 0 |
Net loss | us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted | 0 |
Conversion of convertible notes | us-gaap_DebtConversionConvertedInstrumentAmount1 | 0 |
Balance | us-gaap_StockholdersEquityPeriodIncreaseDecrease | (5,731) |
Additional Paid-In Capital | ||
Shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForNoncashConsiderations | 0 |
Shares issued for the settlement of related party debt | us-gaap_StockIssuedDuringPeriodValueOther | 0 |
Shares issued for cash | us-gaap_StockIssuedDuringPeriodValueIssuedForCash | 0 |
Foreign currency transaltion adjustments | us-gaap_ForeignCurrencyTransactionGainLossRealized | 0 |
Reclassification of derivative liabilities to additional paid-in capital | us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature | 0 |
Net loss | us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted | 0 |
Conversion of convertible notes | us-gaap_DebtConversionConvertedInstrumentAmount1 | 0 |
Balance | us-gaap_StockholdersEquityPeriodIncreaseDecrease | 7,057,409 |
Common Stock | ||
Shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForNoncashConsiderations | 0 |
Shares issued for the settlement of related party debt | us-gaap_StockIssuedDuringPeriodValueOther | 0 |
Shares issued for cash | us-gaap_StockIssuedDuringPeriodValueIssuedForCash | 0 |
Foreign currency transaltion adjustments | us-gaap_ForeignCurrencyTransactionGainLossRealized | $ 0 |
Shares, Issued | us-gaap_SharesIssued | 34,791,666 |
Shares issued for services, in shares | us-gaap_StockIssuedDuringPeriodSharesIssuedForNoncashConsideration | 0 |
Reclassification of derivative liabilities to additional paid-in capital | us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature | $ 0 |
Net loss | us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted | 0 |
Conversion of convertible notes | us-gaap_DebtConversionConvertedInstrumentAmount1 | $ 0 |
Shares issued for cash, in shares | us-gaap_StockIssuedDuringPeriodSharesIssuedForCash | 0 |
Balance | us-gaap_StockholdersEquityPeriodIncreaseDecrease | $ 34,791 |
Shares issued for the settlement of related party debt, in shares | us-gaap_StockIssuedDuringPeriodSharesOther | 0 |
Retained Earnings / Accumulated Deficit | ||
Shares issued for services | us-gaap_StockIssuedDuringPeriodValueIssuedForNoncashConsiderations | $ 0 |
Shares issued for the settlement of related party debt | us-gaap_StockIssuedDuringPeriodValueOther | 0 |
Shares issued for cash | us-gaap_StockIssuedDuringPeriodValueIssuedForCash | 0 |
Foreign currency transaltion adjustments | us-gaap_ForeignCurrencyTransactionGainLossRealized | 0 |
Reclassification of derivative liabilities to additional paid-in capital | us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature | 0 |
Net loss | us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted | 0 |
Conversion of convertible notes | us-gaap_DebtConversionConvertedInstrumentAmount1 | 0 |
Balance | us-gaap_StockholdersEquityPeriodIncreaseDecrease | $ (7,867,478) |