Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2017 | Nov. 12, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | DTS8 COFFEE COMPANY, LTD. | |
Entity Central Index Key | 0001499361 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 73,318,993 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2017 | Apr. 30, 2016 |
Current assets | ||
Cash and cash equivalents | $ 894 | $ 7,275 |
Prepaid expenses | 62,596 | 525 |
TOTAL ASSETS | 63,490 | 7,800 |
Current liabilities | ||
Accounts payable and accruals | 42,778 | 78,952 |
Loans payable | 246,618 | |
Convertible notes payable, net | 78,120 | 258,000 |
Derivative liabilities | 108,722 | 293,606 |
Total Current Liabilities | 476,238 | 630,558 |
Loans payable | 508,777 | 371,749 |
Due to related parties | 182,049 | |
Liabilities held for sale | 126,305 | |
TOTAL LIABILITIES | 1,167,064 | 1,128,612 |
STOCKHOLDERS' DEFICIT | ||
Common stock, 75,000,000 shares authorized, $0.001 par value; 63,928,163 and 52,336,499 shares issued and outstanding as of January 31, 2017 and April 30, 2016, respectively | 63,928 | 52,336 |
Additional paid in capital | 8,560,392 | 8,294,622 |
Shares to be issued | 16,000 | |
Accumulated deficit | (9,743,894) | (9,475,458) |
Accumulated other comprehensive income (loss) | 7,688 | |
TOTAL STOCKHOLDERS' DEFICIT | (1,103,574) | (1,120,812) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 63,490 | $ 7,800 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2017 | Apr. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 63,928,163 | 52,336,499 |
Common stock, shares outstanding | 63,928,163 | 52,336,499 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ 75,284 | $ 82,427 | $ 206,165 | $ 784,945 |
TOTAL OPERATING EXPENSES | 75,284 | 82,427 | 206,165 | 784,945 |
LOSS FROM OPERATIONS | (75,284) | (82,427) | (206,165) | (784,945) |
Interest expense | (13,218) | (110,293) | (65,759) | (176,762) |
Change in fair value of derivative liabilities | (51,608) | (269,477) | 120,522 | (290,774) |
Other expenses | (131) | (19,807) | ||
TOTAL OTHER INCOME (EXPENSES) | (64,826) | (379,901) | 54,763 | (487,343) |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (140,110) | (462,328) | (151,402) | (1,272,288) |
NET LOSS ON DISCONTINUED OPERATIONS | (21,907) | (117,034) | (32,964) | |
NET INCOME (LOSS) | (140,110) | (484,235) | (268,436) | (1,305,252) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustment | 4,570 | 8,327 | ||
TOTAL COMPREHENSIVE INCOME (LOSS) | $ (140,110) | $ (479,665) | $ (268,436) | $ (1,296,925) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | ||||
From continuing operations | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
From discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 63,928,163 | 49,594,832 | 63,928,163 | 43,895,324 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Shares to be Issued [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Apr. 30, 2015 | $ 34,791 | $ 7,057,409 | $ (5,731) | $ (7,867,478) | $ (781,009) | |
Balance, shares at Apr. 30, 2015 | 34,791,666 | |||||
Shares issued for cash | $ 2,500 | 47,500 | 50,000 | |||
Shares issued for cash, shares | 2,500,000 | |||||
Shares issued for services | $ 9,500 | 733,900 | 743,400 | |||
Shares issued for services, shares | 9,500,000 | |||||
Shares issued for the settlement of related party debt and payables | $ 3,543 | 244,457 | 248,000 | |||
Shares issued for the settlement of related party debt and payables, shares | 3,542,857 | |||||
Conversion of convertible notes | $ 2,002 | 79,158 | 81,160 | |||
Conversion of convertible notes, shares | 2,001,976 | |||||
Foreign currency translation adjustments | 13,419 | 13,419 | ||||
Net loss | (1,607,980) | (1,607,980) | ||||
Reclassification of derivative liabilities to additional paid-in capital | 132,198 | 132,198 | ||||
Balance at Apr. 30, 2016 | $ 52,336 | 8,294,622 | 7,688 | (9,475,458) | (1,120,812) | |
Balance, shares at Apr. 30, 2016 | 52,336,499 | |||||
Shares issued for services | $ 6,000 | 127,000 | 133,000 | |||
Shares issued for services, shares | 6,000,000 | |||||
Shares issued for the settlement of related party debt and payables | $ 3,000 | 27,000 | 30,000 | |||
Shares issued for the settlement of related party debt and payables, shares | 3,000,000 | |||||
Conversion of convertible notes | $ 2,592 | 47,408 | 50,000 | |||
Conversion of convertible notes, shares | 2,591,664 | |||||
Foreign currency translation adjustments | ||||||
Foreign currency translation adjustment from discontinued operations | (7,688) | (7,688) | ||||
Shares to be issued for debt settlement | 16,000 | 16,000 | ||||
Net loss | (268,436) | (268,436) | ||||
Reclassification of derivative liabilities to additional paid-in capital | 64,362 | 64,362 | ||||
Balance at Jan. 31, 2017 | $ 63,928 | $ 8,560,392 | $ 16,000 | $ (9,743,894) | $ (1,103,574) | |
Balance, shares at Jan. 31, 2017 | 63,928,163 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Apr. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Income (loss) from continuing operations | $ (140,110) | $ (462,328) | $ (151,402) | $ (1,272,288) | |
Adjustments to reconcile net loss to net cash used in continuing operating activities: | |||||
Amortization of debt discount | 169,500 | $ 254,000 | |||
Change in fair value of derivative liabilities | 51,608 | 269,477 | (120,522) | 290,774 | |
Financing costs | 28,456 | ||||
Accrued interest on loans | 29,162 | 2,160 | |||
Shares issued for services | 70,404 | 540,500 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 525 | ||||
Due to related parties | 154,529 | ||||
Accounts payable and accruals | (36,174) | (132,111) | |||
NET CASH USED IN CONTINUING OPERATING ACTIVITIES | (179,551) | (246,936) | |||
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES | |||||
Shares issued for cash | 50,000 | ||||
Proceeds (repayments) of convertible notes | (129,880) | 200,000 | |||
Proceeds (repayments) of related parties | 61,800 | (116,318) | |||
Proceeds from notes payable | 241,250 | ||||
NET CASH PROVIDED BY CONTINUING FINANCING ACTIVITIES | 173,170 | 133,682 | |||
CASH FLOW FROM DISCONTINUED OPERATIONS | |||||
Net cash Provided by (used in) discontinued operating activities | (117,034) | 67,739 | |||
Net cash provided by (used in) discontinued investing activities | 117,034 | (9,880) | |||
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS | 57,859 | ||||
NET INCREASE (DECREASE) IN CASH | (6,831) | (55,395) | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 7,275 | 85,665 | 85,665 | ||
CASH AND CASH EQUIVALENTS AT END OF YEAR | $ 894 | $ 30,270 | 894 | 30,270 | $ 7,275 |
Non-cash investing and financing activities: | |||||
Shares issued for conversion of notes and accrued interests | 50,000 | 56,160 | |||
shares issued for related party debt | 248,000 | ||||
Reclassification of derivative liabilities to additional paid-in capital | 64,362 | 91,509 | |||
Share issued for services | 133,000 | ||||
Debt discount from derivative liabilities | $ 254,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [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 under the name Berkeley Coffee & Tea, Inc. On April 30, 2012, the Company acquired 100% of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd. (“DTS8 Holdings”), a corporation organized and existing 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 under the laws of the People’s 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. 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. Effective May 1, 2016, the Company disposed of its former wholly-owned subsidiaries in China and incurred a loss in the amount of $117,034 to the statement of operations and comprehensive loss. The Company’s head office is located at Suite 300, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 2 – BASIS OF PRESENTATION The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for annual 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 years presented. The accompanying interim consolidated financial statements have been prepared to present the consolidated statements of financial position, the consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ deficit and consolidated cash flows of the Company for the period ended January 31, 2017, for inclusion in the Company’s Form 10-Q for purposes of complying with the rules and regulations of the SEC as required by Article 8 of Regulation S-X. The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) using Company specific information where available and allocations and estimates where data is not maintained on the Company specific basis within its books and records. Due to the allocations and estimates used to prepare the financial statements, they may not reflect the financial position, cash flows and results of operations of the Company in the future or its operations, cash flows and financial position. The preparation of financial statements in accordance with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues, goodwill impairment and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. |
Going Concern Uncertainty
Going Concern Uncertainty | 9 Months Ended |
Jan. 31, 2017 | |
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 disposed of the majority of its assets, incurred material losses from operations and has an accumulated deficit. At January 31, 2017, the Company had a working capital deficit of $412,748 in addition to limited cash, no revenue and disposition of its operations. For the nine months ended January 31, 2017, the Company sustained net losses and generated negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated 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 Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and there is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements. Basis of Preparation The accompanying interim consolidated financial statements have been prepared to present the consolidated statements of financial position, the consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ deficit and consolidated cash flows of the Company for the nine months ended January 31, 2017, and have been prepared in accordance with US GAAP. Basis of Consolidation The accompanying interim consolidated financial statements include the accounts of the Company, and its former direct and indirect wholly-owned subsidiaries, DTS8 Holdings, DTS8 Coffee, and DTS8 Huzhou. All significant inter-company transactions and balances were 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, goodwill impairment 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, bank indebtedness and accounts receivable. During the period ended January 31, 2017, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the United States of America, which management believes aren’t of high credit quality. With respect to accounts receivable, the Company extends credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. As of January 31, 2017, the Company has no accounts receivable. Cash and Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at January 31, 2017 and April 30, 2016, cash and cash equivalents consisted of cash only. Receivables and Allowance for Doubtful Accounts Trade accounts receivable are recorded at net realizable value and do not bear interest. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of January 31, 2017 and April 30, 2016, there was no allowance for doubtful accounts. Based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. As of January 31, 2017, from the disposition of its operations during the year, the Company had no accounts receivable. Inventories Inventories are stated at the lower of cost or market. The cost for inventories is determined using the first-in, first-out method. The cost includes all expenditures incurred in bringing the goods to the point of sale and putting them in a sellable condition. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions. Inventories principally consist of green coffee beans, roasted coffee beans and packing supplies. As of January 31, 2017, from the disposition of its operations during the year, the Company had no inventory. Property and Equipment Property and equipment are recorded at cost. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over their estimated useful lives as set out below. Major remodels and improvements are capitalized. Maintenance and repairs that do not improve or extend the life of the respective assets are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income. Useful life Residue value Machinery equipment 10 years 10 % Office equipment 5 years 10 % Production equipment 5 years 10 % Vehicles 4 years 10 % Leasehold Improvements 3 years 0 % Impairment of Long-Lived Assets The Company accounts for impairment of property and equipment in accordance with Accounting Standards Codification (“ASC”) 360, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires the Company to evaluate a long-lived asset for recoverability when there is an event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value. There was no impairment of long-lived assets for the periods ended January 31, 2017. 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 Company’s 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 Financial Accounting Standards Board (“FASB”) ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. See Note 13 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 Company’s 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 Company’s common stock and its estimated volatility and interest rate changes and other variables or market conditions not within the Company’s control that can significantly affect management’s estimates of fair value and changes in fair value. Because derivative financial instruments are initially and subsequently carried at fair value, the Company’s 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, cash equivalents, bank indebtedness, accounts receivables, prepaid expenses, and accounts payable and accruals, it is management’s 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 arm’s 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. Revenue Recognition The Company derives its revenue from the sale of roasted coffee. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs, the sales price is fixed or determinable and collectability is reasonably assured. Coffees are considered delivered when title and risk have been transferred to the customer. Retail sales are recorded when payment is tendered at the point of sale. Wholesale sales are recorded upon delivery of coffee to the customers. In the People’s Republic of China, a value added tax (“VAT”) of 17% on invoiced amount is collected on behalf of tax authorities. Revenues represent the invoiced value of goods sold, net of VAT. Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. For the period ended January 31, 2017, the Company did not incur any advertising costs. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities. Comprehensive Income The Company has adopted ASC 220, “Reporting Comprehensive Income”, which requires inclusion of foreign currency translation adjustments, reported separately in its statement of stockholders’ equity, in other comprehensive income. During the periods presented, other comprehensive income includes cumulative translation adjustment from foreign currency translation. Foreign Currency Translation The Company’s functional and reporting currency is United States dollars (“USD”). The functional currency of the Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China was 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 People’s 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 Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China were maintained in RMB and translated into USD. Balance sheet accounts with the exception of equity were translated using the closing exchange rate in effect at the balance sheet date, income and expense accounts were translated using the average exchange rate prevailing during the reporting period and the equity accounts were stated at their historical exchange rate. Adjustments resulting from the translation or RMB to USD are included in accumulated other comprehensive income (loss) in stockholders’ deficit. The exchange rates used for foreign currency translation were as follows (USD$1 = RMB): Period Covered Balance Sheet Date Rates Annual Average Rates January 31, 2017 6.8767 6.7863 April 30, 2016 6.4589 6.3504 Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Earnings per Share Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings 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 earnings per share assume the conversion, exercise or issuance of all common stock instruments, such as convertible note payable, unless the effect is to reduce a loss or increase earnings per share. The Company had no dilutive securities for the periods ended January 31, 2017 and 2016. Stock Issued for Services The Company accounts for stock-based compensation to employees in accordance with ASC 718 which requires companies to measure the cost of services received in exchange for an award of an equity instrument based upon the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Stock-based compensation awards to non-employees are accounted for in accordance with ASC 505-50. Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 simplifies the accounting for nonemployee share-based payments, aligning it more closely with the accounting for employee awards. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Early application is permitted. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In February 2017, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,” which addresses the transfer to noncustomers of nonfinancial assets or ownership interests in consolidated subsidiaries that do not constitute a business and the contribution of nonfinancial assets that are not a business to a joint venture or other noncontrolled investee. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In October, 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra Entity Transfer of Assets Other than Inventory,” which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. These changes become effective for the Company’s fiscal year beginning after December 15, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which (i) requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which has subsequently been amended to update revenue guidance under the newly-created ASC 606. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on the Company’s present or future financial statements. |
Inventory
Inventory | 9 Months Ended |
Jan. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 5 – INVENTORY The Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China owned inventory. As the Company’s foreign operations were disposed of effective May 1, 2016, inventories were $Nil for the period ended January 31, 2017. See Note 14 for the inventory total as of January 31, 2017. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jan. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT The Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China owned property and equipment. As the Company’s foreign operations were disposed of effective May 1, 2016, property and equipment was $Nil for the period ended January 31, 2017. The depreciation expenses were $Nil and $10,823 for the nine months ended January 31, 2017 and 2016, respectively. See Note 14 for the property and equipment as of January 31, 2017. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jan. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – 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. 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. Thomas’s engagement commenced on August 10, 2015 and shall continue on a year-to-year basis until terminated by either party upon 60 days prior written notice to the other party. The Company shall make a monthly management fee payment of $6,000 to Mr. Thomas, in arrears, on the 25th day of each month and issue 4,000,000 restricted common shares of the Company as engagement bonus remuneration. As of January 31, 2017 and April 30, 2016, the Company owed Mr. Thomas $166,849 and $118,548, respectively. On June 13, 2017, Mr. Thomas resigned as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company and thereby ceased to be a related party. On August 31, 2015, the Company entered into an agreement with Cherry Cai to serve as the financial controller of the Company. Ms. Cai’s engagement commenced on September 1, 2015, and shall continue on a year-to-year basis until terminated by either party upon 30 days prior written notice to the other party. The Company shall make monthly fee payment of $3,000 to Ms. Cai, in arrears, on 25th day of each month and issue 1,000,000 shares of common stock of the Company to Ms. Cai. 500,000 shares were issued in September 2015 and the balance of 500,000 shares was to be issued on September 1, 2016. As of January 31, 2017, the Company has deferred the issuance of the 500,000 shares to a later date. As of January 31, 2017 and April 30, 2016, the Company owed Ms. Cai $15,200 and $1,700, 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. Upon the disposition of DTS8 Holdings and its operations, the Company retained the loan payable of $251,027. The amounts owed, as a loan payable, as of January 31, 2017, and April 30, 2016, were $251,027. 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, for the periods ended January 31, 2017 and April 30, 2016, the Company owed the consultant $257,750 and $251,500, respectively, for consulting services provided to the Company. Accordingly, as of January 31, 2017and April 30, 2016, the total loans and consulting fees owed to this consultant totaled $508,777 and $502,527. On May 23, 2016, the Company entered into a loan agreement with Thomas Prasil Trust U/A/D November 26, 2003, in the principal amount of $185,000, due and payable in full on November 20, 2016. The loan bears an annual interest rate of 20%. The Company paid a loan fee of 3,000,000 shares of common stock which was issued on May 25, 2016. On September 21, 2016, the Company entered into a second loan agreement with Thomas Prasil Trust U/A/D November 26, 2003 in the principal amount of $50,000, due and payable in full on December 31, 2016. The loan bears an annual interest rate of 20%. The Company agreed to pay a loan fee of 800,000 shares of common stock which was not issued as of January 31, 2017. Also see Note 9 for common stock issued to related parties. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company disposed of its subsidiaries and operations effective May 1, 2016 and as such does not have any leased properties or commitments as of January 31, 2017. |
Common Stock
Common Stock | 9 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Common Stock | NOTE 9 – COMMON STOCK At January 31, 2017, the Company’s authorized capital was 75,000,000 shares of common stock with a par value of $0.001 and 63,928,163 shares were issued and outstanding. In May 2016, the Company issued 1,121,076 and 1,470,588 restricted shares of common stock for the conversion of principal of $50,000 of Note II described in Note 12. In May 2016, the Company issued 3,000,000 restricted shares of common stock at a price of $0.01 per share for cash proceeds of $185,000 from a related party. The Company also reserved 800,000 restricted shares of common stock to be issued as a loan fee. As of January 31, 2017, the shares have still not been issued. In June 2016, the Company issued 1,000,000 restricted shares of common stock to a consultant at a price of $0.028 per share for consulting fees. Total value of the services valued at the fair market price on the issuance date was $28,000. For the nine months ended January 31, 2017, $18,769 was expensed as consulting fees. In August 2016, the Company issued 5,000,000 restricted shares of common stock to a consultant at a price of $0.021 per share for consulting fees. Total value of the services value at the fair market price on the issuance date was $105,000. For the nine months ended January 31, 2017, $51,634 was expensed as consulting fees. |
Concentration Risk
Concentration Risk | 9 Months Ended |
Jan. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | NOTE 10 – CONCENTRATION RISK The Company disposed of its subsidiaries and its operations effective May 1, 2016 and as such does not have any concentrations of risk that would adversely affect the Company’s operations for the period ended January 31, 2017. |
Loans Payable
Loans Payable | 9 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable | NOTE 11 – LOANS PAYABLE As of January 31, 2017, the loans payable consisted of the following: January 31, 2017 April 30, 2016 Unsecured, interest at 20% per annum, due May 20, 2017 (1) $ 201,613 $ - Unsecured, interest at 20% per annum, due May 20, 2017 (2) 45,105 Unsecured, non-interest bearing, due on demand with no repayment in the next 12 months 508,777 502,527 755,495 502,527 Current portion (246,718 ) - Long-term portion $ 508,777 $ 502,527 (1) Amount is net of unamortized debt issuance costs of $9,033 as of January 31, 2017. (2) Amount is net of unamortized debt issuance costs of $8,511 as of January 31, 2017. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 12 – CONVERTIBLE NOTES On March 6, 2015, the Company issued a convertible note (“Note I”) in the amount of $54,000. Note I was due together with any interest on December 10, 2015 (the “Maturity Date”). The Company was required to pay interest on the unpaid principal balance of Note I at the rate of 8% per annum from March 10, 2015, until the Maturity Date. Any amount of principal or interest which was not paid on the Maturity Date bore interest at the rate of 22% per annum from the due date until the note was paid in full. The holder of Note I had the right from time to time, and at any time during the period beginning on the date which was 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 was equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 61% multiplied by the market price of the average of the lowest three trading prices for the Company’s 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, 2015, Note I became convertible. On September 18, 2015, the debt holder converted $12,000 of the note into 230,769 shares of the Company’s common stock at a price of $0.0520 per share. On September 25, 2015, the debt holder converted $15,000 of the note into 260,417 shares of the Company’s common stock at a price of $0.0576 per share. On September 30, 2015, the debt holder converted $20,000 of the note into 316,456 shares of the Company’s common stock at a 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 of 152,667 shares of the Company’s common stock at a price of $0.0600. As of April 30, 2016, the principal amount of Note I of $54,000 and accrued interest of $2,160 were fully converted into 960,309 shares of the Company’s common stock. As of January 31, 2017, the balance payable on Note I was $Nil. On October 20, 2015, the Company issued two convertible promissory notes (collectively, “Note II”) with same terms in the total amount of $210,000 with a discount of 5%. The net proceeds of $200,000 were not received until October 23, 2015. Note II was due together with any interest on April 19, 2016 (the “Second Maturity Date”). The Company was required to pay interest on the unpaid principal balance of Note II at the rate of 10% per annum from October 23, 2015 until the Second Maturity Date. The outstanding principal and interest at 120% could be redeemed within 90 days of closing and 130% after 90 days. The conversion price was equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 61% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the 15 trading days prior to the conversion date. Upon default, the holder of Note II had the right to convert Note II into shares of the Company’s 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 entailed a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law which accrued daily from the date such interest was due through and including the date of actual payment in full. On October 20, 2015, Note II became convertible. On April 25, 2016, the holder of Note II converted $25,000 of the note into 1,041,667 shares of the Company’s common stock at a price of $0.0240 per share. On May 6, 2016, the debt holder converted $25,000 of the note into 1,121,076 shares of the Company’s common stock at a price of $0.022 per share. On May 16, 2016, the debt holder converted $25,000 of the note into 1,470,588 shares of the Company’s common stock at a price of $0.017 per share. The Company paid the remaining balance of principal and interest in the amount of $184,275 on May 24, 2016. As of January 31, 2017, the balance payable on Note II was $Nil. As described in Note 4, 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 I 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 I, and amortized the balance of debt discount of $200,000 over the life of Note II. Amortization of the debt discounts was recorded as a component of interest expense in the accompanying consolidated statements of operations and comprehensive loss. Amortization of debt discounts amounted to $0 and $254,000 for the periods ended January 31, 2017 and April 30, 2016, respectively. Contractual interest expense for the two convertible notes amounted to $33,476 and $13,110 for the periods ended January 31, 2017and April 30, 2016, respectively. On March 2, 2016, the Company issued a convertible note (“Note III”) in the amount of $73,000. Note III was due together with any interest on December 4, 2016 (the “Third Maturity Date”). The Company is required to pay interest on the unpaid principal balance of Note III at the rate of 8% per annum from March 2, 2016 until the Third Maturity Date. Any amount of principal or interest which was not paid on the Maturity Date bears interest at the rate of 22% per annum from the due date until the note is paid in full. The holder of Note III has 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 Note III and ending on the later of: (i) the Third 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 Note III into fully paid and non-assessable shares of the Company’s common stock. The conversion price is equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 63% multiplied by the market price of the average of the lowest three trading prices for the Company’s common stock during the 10 trading days prior to the conversion date. The note became convertible 180 days after its issuance on March 2, 2016 which was August 29, 2016. As of April 30, 2016, the balance payable on the convertible notes was $258,000 representing the amounts owed for Note II of $185,000 and Note III of $73,000, respectively. As of January 31, 2017, the balance payable on the convertible notes was $73,000 representing the amount owed for Note III. The debt discount was $Nil as of January 31, 2017 and April 30, 2016. Contractual interest expense for Note III amounted to $5,120 and $Nil for the periods ended January 31, 2017 and April 30, 2016, respectively. |
Derivative Instruments and the
Derivative Instruments and the Fair Value of Financial Instruments | 9 Months Ended |
Jan. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and the Fair Value of Financial Instruments | NOTE 13 – 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. 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 Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy as of January 31, 2017. 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 $ 108,722 - - 108,722 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, 2016 - Fair value of embedded conversion option derivative liabilities at issuance charged to debt $ 293,606 Change in fair value of derivative liabilities (120,522 ) Reclassification of derivative liabilities to additional paid-in capital due to conversions (64,362 ) Balance as of January 31, 2017 $ 108,722 The Company’s 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 nine months ended January 31, 2017: Commitment Date Re-measurement Date Exercise price $ 0.0431 - $0.0712 $ 0.019 - $0.0441 Expected dividends 0 % 0 % Expected volatility 197.12% - 213.77 % 255.36% - 337.80 % Expected term 5 months - 9 months 5 months - 6 months Risk free interest rate 0.13% - 0.58 % 0.38% - 0.52 % |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Jan. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 14 – DISCONTINUED OPERATIONS Effective May 1, 2016, the Company disposed of its former direct and indirect wholly-owned subsidiaries and operations in the People’s Republic of China, DTS8 Coffee, DTS8 Huzhou, and DTS8 Holdings. The Company forgave all outstanding receivables form the subsidiaries and assumed a loan in the amount of $251,027 (see Note 7). The following table provides additional information with respect to the loss on disposal of the subsidiaries Consideration on disposal of subsidiaries and discontinued operations $ - Less net assets (liabilities) of subsidiaries and discontinued operations: Cash 21,591 Accounts receivable 45,697 Inventories 11,496 Prepaid expenses 9,236 Property and equipment 46,852 Accounts payable and accrued liabilities (11,569 ) Taxes receivable 1,419 Loans payable (251,027 ) Gain on disposal before AOCI reclassification 126,305 Other comprehensive income gain (loss) on reclassification 7,688 Gain on disposal of discontinued operations 133,993 Loans payable assumed (251,027 ) Net loss on disposal of subsidiaries and discontinued operations $ 117,034 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jan. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS On April 30, 2018, the holders of a majority of the issued and outstanding common stock of the Company approved an increase in the Company’s authorized capital from 75,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of common stock, par value $0.001. On July 17, 2018, the Company formally effected the Authorized Capital Increase by filing a Certificate of Amendment with the Nevada Secretary of State. In August 2018, the Company issued an aggregate of 1,786,227 shares of common stock at a price of $0.02 per share for cash proceeds of $35,725 from unrelated parties. In November 2018, the Company issued 5,000,000 shares of common stock at a price of $0.02 per share for cash proceeds of $100,000 from an unrelated party. In December 2018, the Company issued 40,500 shares of common stock at a price of $0.02 per share for cash proceeds of $810 from an unrelated party and issued 2,564,103 shares of common stock at a price of $0.0039 per share pursuant to the conversion of $10,000 in principal and interest under a convertible note (Note III). See Note 12. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying interim consolidated financial statements have been prepared to present the consolidated statements of financial position, the consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ deficit and consolidated cash flows of the Company for the nine months ended January 31, 2017, and have been prepared in accordance with US GAAP. |
Basis of Consolidation | Basis of Consolidation The accompanying interim consolidated financial statements include the accounts of the Company, and its former direct and indirect wholly-owned subsidiaries, DTS8 Holdings, DTS8 Coffee, and DTS8 Huzhou. All significant inter-company transactions and balances were 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, goodwill impairment 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, bank indebtedness and accounts receivable. During the period ended January 31, 2017, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the United States of America, which management believes aren’t of high credit quality. With respect to accounts receivable, the Company extends credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. As of January 31, 2017, the Company has no accounts receivable. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at January 31, 2017 and April 30, 2016, cash and cash equivalents consisted of cash only. |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts Trade accounts receivable are recorded at net realizable value and do not bear interest. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of January 31, 2017 and April 30, 2016, there was no allowance for doubtful accounts. Based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. As of January 31, 2017, from the disposition of its operations during the year, the Company had no accounts receivable. |
Inventories | Inventories Inventories are stated at the lower of cost or market. The cost for inventories is determined using the first-in, first-out method. The cost includes all expenditures incurred in bringing the goods to the point of sale and putting them in a sellable condition. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions. Inventories principally consist of green coffee beans, roasted coffee beans and packing supplies. As of January 31, 2017, from the disposition of its operations during the year, the Company had no inventory. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over their estimated useful lives as set out below. Major remodels and improvements are capitalized. Maintenance and repairs that do not improve or extend the life of the respective assets are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income. Useful life Residue value Machinery equipment 10 years 10 % Office equipment 5 years 10 % Production equipment 5 years 10 % Vehicles 4 years 10 % Leasehold Improvements 3 years 0 % |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for impairment of property and equipment in accordance with Accounting Standards Codification (“ASC”) 360, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires the Company to evaluate a long-lived asset for recoverability when there is an event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value. There was no impairment of long-lived assets for the periods ended January 31, 2017. |
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 Company’s 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 Financial Accounting Standards Board (“FASB”) ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. See Note 13 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 Company’s 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 Company’s common stock and its estimated volatility and interest rate changes and other variables or market conditions not within the Company’s control that can significantly affect management’s estimates of fair value and changes in fair value. Because derivative financial instruments are initially and subsequently carried at fair value, the Company’s 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, cash equivalents, bank indebtedness, accounts receivables, prepaid expenses, and accounts payable and accruals, it is management’s 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 arm’s 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. |
Revenue Recognition | Revenue Recognition The Company derives its revenue from the sale of roasted coffee. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs, the sales price is fixed or determinable and collectability is reasonably assured. Coffees are considered delivered when title and risk have been transferred to the customer. Retail sales are recorded when payment is tendered at the point of sale. Wholesale sales are recorded upon delivery of coffee to the customers. In the People’s Republic of China, a value added tax (“VAT”) of 17% on invoiced amount is collected on behalf of tax authorities. Revenues represent the invoiced value of goods sold, net of VAT. |
Advertising and Promotion Costs | Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. For the period ended January 31, 2017, the Company did not incur any advertising costs. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities. |
Comprehensive Income | Comprehensive Income The Company has adopted ASC 220, “Reporting Comprehensive Income”, which requires inclusion of foreign currency translation adjustments, reported separately in its statement of stockholders’ equity, in other comprehensive income. During the periods presented, other comprehensive income includes cumulative translation adjustment from foreign currency translation. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is United States dollars (“USD”). The functional currency of the Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China was 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 People’s 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 Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China were maintained in RMB and translated into USD. Balance sheet accounts with the exception of equity were translated using the closing exchange rate in effect at the balance sheet date, income and expense accounts were translated using the average exchange rate prevailing during the reporting period and the equity accounts were stated at their historical exchange rate. Adjustments resulting from the translation or RMB to USD are included in accumulated other comprehensive income (loss) in stockholders’ deficit. The exchange rates used for foreign currency translation were as follows (USD$1 = RMB): Period Covered Balance Sheet Date Rates Annual Average Rates January 31, 2017 6.8767 6.7863 April 30, 2016 6.4589 6.3504 |
Related Parties | Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Earnings Per Share | Earnings per Share Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings 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 earnings per share assume the conversion, exercise or issuance of all common stock instruments, such as convertible note payable, unless the effect is to reduce a loss or increase earnings per share. The Company had no dilutive securities for the periods ended January 31, 2017 and 2016. |
Stock Issued for Services | Stock Issued for Services The Company accounts for stock-based compensation to employees in accordance with ASC 718 which requires companies to measure the cost of services received in exchange for an award of an equity instrument based upon the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Stock-based compensation awards to non-employees are accounted for in accordance with ASC 505-50. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 simplifies the accounting for nonemployee share-based payments, aligning it more closely with the accounting for employee awards. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Early application is permitted. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In February 2017, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,” which addresses the transfer to noncustomers of nonfinancial assets or ownership interests in consolidated subsidiaries that do not constitute a business and the contribution of nonfinancial assets that are not a business to a joint venture or other noncontrolled investee. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In October, 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra Entity Transfer of Assets Other than Inventory,” which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. These changes become effective for the Company’s fiscal year beginning after December 15, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which (i) requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which has subsequently been amended to update revenue guidance under the newly-created ASC 606. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not expected to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Useful life Residue value Machinery equipment 10 years 10 % Office equipment 5 years 10 % Production equipment 5 years 10 % Vehicles 4 years 10 % Leasehold Improvements 3 years 0 % |
Schedule of Exchange Rates Used for Foreign Currency Translation | The exchange rates used for foreign currency translation were as follows (USD$1 = RMB): Period Covered Balance Sheet Date Rates Annual Average Rates January 31, 2017 6.8767 6.7863 April 30, 2016 6.4589 6.3504 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of January 31, 2017, the loans payable consisted of the following: January 31, 2017 April 30, 2016 Unsecured, interest at 20% per annum, due May 20, 2017 (1) $ 201,613 $ - Unsecured, interest at 20% per annum, due May 20, 2017 (2) 45,105 Unsecured, non-interest bearing, due on demand with no repayment in the next 12 months 508,777 502,527 755,495 502,527 Current portion (246,718 ) - Long-term portion $ 508,777 $ 502,527 (1) Amount is net of unamortized debt issuance costs of $9,033 as of January 31, 2017. (2) Amount is net of unamortized debt issuance costs of $8,511 as of January 31, 2017. |
Derivative Instruments and th_2
Derivative Instruments and the Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Jan. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Assets and Liabilities by Levels | The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy as of January 31, 2017. 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 $ 108,722 - - 108,722 |
Schedule of Reconciliation of Conversion of Option Liability | 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, 2016 - Fair value of embedded conversion option derivative liabilities at issuance charged to debt $ 293,606 Change in fair value of derivative liabilities (120,522 ) Reclassification of derivative liabilities to additional paid-in capital due to conversions (64,362 ) Balance as of January 31, 2017 $ 108,722 |
Schedule of Fair Value of Assumptions | 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 nine months ended January 31, 2017: Commitment Date Re-measurement Date Exercise price $ 0.0431 - $0.0712 $ 0.019 - $0.0441 Expected dividends 0 % 0 % Expected volatility 197.12% - 213.77 % 255.36% - 337.80 % Expected term 5 months - 9 months 5 months - 6 months Risk free interest rate 0.13% - 0.58 % 0.38% - 0.52 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Jan. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal of Subsidiaries and Discontinued Operations | The following table provides additional information with respect to the loss on disposal of the subsidiaries Consideration on disposal of subsidiaries and discontinued operations $ - Less net assets (liabilities) of subsidiaries and discontinued operations: Cash 21,591 Accounts receivable 45,697 Inventories 11,496 Prepaid expenses 9,236 Property and equipment 46,852 Accounts payable and accrued liabilities (11,569 ) Taxes receivable 1,419 Loans payable (251,027 ) Gain on disposal before AOCI reclassification 126,305 Other comprehensive income gain (loss) on reclassification 7,688 Gain on disposal of discontinued operations 133,993 Loans payable assumed (251,027 ) Net loss on disposal of subsidiaries and discontinued operations $ 117,034 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | 9 Months Ended | |
Jan. 31, 2017 | Apr. 30, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Acquired percentage | 100.00% | |
Loss on disposal of former wholly-owned subsidiaries | $ 117,034 |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) | Jan. 31, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working capital deficit | $ 412,748 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Apr. 30, 2016 | |
Accounts receivable | $ 45,697 | ||
Allowance for doubtful accounts, receivable | |||
Inventories | |||
Impairment of long lived assets | |||
Advertising costs | |||
Dilutive securities | |||
People's Republic China [Member] | |||
Value added tax, percentage | 17.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 9 Months Ended |
Jan. 31, 2017 | |
Machinery Equipment [Member] | |
Useful life | 10 years |
Residual value | 10.00% |
Office Equipment [Member] | |
Useful life | 5 years |
Residual value | 10.00% |
Production Equipment [Member] | |
Useful life | 5 years |
Residual value | 10.00% |
Vehicles [Member] | |
Useful life | 4 years |
Residual value | 10.00% |
Leasehold Improvements [Member] | |
Useful life | 3 years |
Residual value | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used for Foreign Currency Translation (Details) | Jan. 31, 2017 | Apr. 30, 2016 |
Balance Sheet Date Rates [Member] | ||
Exchange rates | 6.8767 | 6.4589 |
Annual Average Rates [Member] | ||
Exchange rates | 6.7863 | 6.3504 |
Inventory (Details Narrative)
Inventory (Details Narrative) | Jan. 31, 2017USD ($) |
Inventory, Net [Abstract] | |
Inventories |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | ||
Depreciation expenses | $ 10,823 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 21, 2016 | Sep. 01, 2016 | May 25, 2016 | May 23, 2016 | Aug. 31, 2015 | Aug. 10, 2015 | Apr. 30, 2012 | Sep. 30, 2015 | Jan. 31, 2017 | Apr. 30, 2016 |
Loan payable | $ 508,777 | $ 371,749 | ||||||||
Douglas Thomas [Member] | ||||||||||
Due to related party | 166,849 | 118,548 | ||||||||
Cherry Cai [Member] | ||||||||||
Due to related party | 15,200 | 1,700 | ||||||||
Consultant [Member] | ||||||||||
Due to related party | $ 382,396 | 257,750 | 251,500 | |||||||
Loan payable | $ 251,027 | $ 251,027 | $ 251,027 | |||||||
Debt, description | 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. | |||||||||
Management Agreement [Member] | ||||||||||
Agreement description | On August 31, 2015, the Company entered into an agreement with Cherry Cai to serve as the financial controller of the Company. Ms. Cai's engagement commenced on September 1, 2015, and shall continue on a year-to-year basis until terminated by either party upon 30 days prior written notice to the other party. | 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. Thomas's engagement commenced on August 10, 2015 and shall continue on a year-to-year basis until terminated by either party upon 60 days prior written notice to the other party. | ||||||||
Management Agreement [Member] | Douglas Thomas [Member] | ||||||||||
Monthly management fee payment | $ 6,000 | |||||||||
Number of restricted common stock issued as bonus remuneration | 4,000,000 | |||||||||
Resignation date, description | On June 13, 2017, Mr. Thomas resigned as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company and thereby ceased to be a related party. | |||||||||
Management Agreement [Member] | Cherry Cai [Member] | ||||||||||
Monthly management fee payment | $ 3,000 | |||||||||
Shares issued for cash, shares | 500,000 | 1,000,000 | 500,000 | |||||||
Shares to be issued | 500,000 | |||||||||
Loan Agreement [Member] | ||||||||||
Loan payable | $ 50,000 | $ 185,000 | ||||||||
Loan payable due date | Dec. 31, 2016 | Nov. 20, 2016 | ||||||||
Loan, annual interest rate | 20.00% | 20.00% | ||||||||
Number of stock issued for loan fee payment | 800,000 | 3,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jan. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Jan. 31, 2017 | Apr. 30, 2016 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 63,928,163 | 52,336,499 | |||
Common stock, shares outstanding | 63,928,163 | 52,336,499 | |||
Number of shares issued for restricted shares | 3,000,000 | ||||
Stock price per share | $ 0.01 | ||||
Cash proceeds from related party | $ 185,000 | ||||
Reserved restricted shares of common stock | 800,000 | ||||
Restricted share value issued for services | $ 133,000 | $ 743,400 | |||
Restricted Shares [Member] | |||||
Principal amount of conversion | $ 50,000 | ||||
Restricted Shares [Member] | Consultant [Member] | |||||
Stock price per share | $ 0.021 | $ 0.028 | |||
Restricted shares issued for services | 5,000,000 | 1,000,000 | |||
Restricted share value issued for services | $ 105,000 | $ 28,000 | |||
Restricted Shares [Member] | Consultant [Member] | |||||
Consulting fees | 18,769 | ||||
Restricted Shares [Member] | Consultant [Member] | |||||
Consulting fees | $ 51,634 | ||||
Common Stock [Member] | Restricted Shares [Member] | |||||
Debt conversion, shares | 1,121,076 | ||||
Common Stock [Member] | Restricted Shares [Member] | |||||
Debt conversion, shares | 1,470,588 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Jan. 31, 2017 | Apr. 30, 2016 | |
Loans payable | $ 755,495 | $ 502,527 | |
Current portion | 246,618 | ||
Long-term portion | 508,777 | 371,749 | |
Unsecured Debt [Member] | |||
Loans payable | [1] | 201,613 | |
Unsecured Debt One [Member] | |||
Loans payable | [2] | 45,105 | |
Unsecured Debt Two [Member] | |||
Loans payable | $ 508,777 | $ 502,527 | |
[1] | Amount is net of unamortized debt issuance costs of $9,033 as of January 31, 2017. | ||
[2] | Amount is net of unamortized debt issuance costs of $8,511 as of January 31, 2017. |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) | 9 Months Ended |
Jan. 31, 2017USD ($) | |
Maturity date | May 20, 2017 |
Unsecured Debt [Member] | |
Interest rate | 20.00% |
Maturity date | May 20, 2017 |
Unamortized debt issuance costs | $ 9,033 |
Unsecured Debt One [Member] | |
Interest rate | 20.00% |
Maturity date | May 20, 2017 |
Unamortized debt issuance costs | $ 8,511 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | May 16, 2016USD ($)$ / sharesshares | May 06, 2016USD ($)$ / sharesshares | Apr. 30, 2016USD ($)shares | Apr. 25, 2016USD ($)$ / sharesshares | Mar. 02, 2016USD ($)Days | Oct. 23, 2015USD ($) | Oct. 20, 2015USD ($)Days | Oct. 07, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 25, 2015USD ($)$ / sharesshares | Sep. 18, 2015USD ($)$ / sharesshares | Mar. 06, 2015USD ($)DaysNumber | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Apr. 30, 2016USD ($) | May 24, 2016USD ($) |
Maturity date | May 20, 2017 | |||||||||||||||
Amortization of debt discount | $ 169,500 | $ 254,000 | ||||||||||||||
Contractual interest expenses | 33,476 | 13,110 | ||||||||||||||
Convertible Note One [Member] | ||||||||||||||||
Convertible note issued | $ 54,000 | $ 54,000 | 54,000 | |||||||||||||
Maturity date | Dec. 10, 2015 | |||||||||||||||
Interest rate, description | The Company was required to pay interest on the unpaid principal balance of Note I at the rate of 8% per annum from March 10, 2015, until the Maturity Date. Any amount of principal or interest which was not paid on the Maturity Date bore interest at the rate of 22% per annum from the due date until the note was paid in full. | |||||||||||||||
Conversion price of threshold percentage | 61.00% | |||||||||||||||
Conversion price threshold trading price | Number | 3 | |||||||||||||||
Conversion price threshold trading days | Days | 10 | |||||||||||||||
Debt conversion description | The conversion price was equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 61% multiplied by the market price of the average of the lowest three trading prices for the Company's common stock during the 10 trading days prior to the conversion date. | |||||||||||||||
Shares of conversion | shares | 960,309 | |||||||||||||||
Accrued interest | $ 2,160 | 2,160 | ||||||||||||||
Convertible Notes Payable | ||||||||||||||||
Derivative liabilities | 54,000 | |||||||||||||||
Amortization of debt discount | 54,000 | |||||||||||||||
Loss on derivative liabilities | 292,718 | |||||||||||||||
Convertible Note One [Member] | Debt Holder [Member] | ||||||||||||||||
Amount of conversion | $ 7,000 | $ 20,000 | $ 15,000 | $ 12,000 | ||||||||||||
Shares of conversion | shares | 152,667 | 316,456 | 260,417 | 230,769 | ||||||||||||
Conversion price | $ / shares | $ 0.0600 | $ 0.0632 | $ 0.0576 | $ 0.0520 | ||||||||||||
Accrued interest | $ 2,160 | |||||||||||||||
Convertible Note One [Member] | Before December 10, 2015 [Member] | ||||||||||||||||
Interest rate | 22.00% | |||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||
Convertible note issued | $ 210,000 | $ 184,275 | ||||||||||||||
Maturity date | Apr. 19, 2016 | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Debt conversion description | The outstanding principal and interest at 120% could be redeemed within 90 days of closing and 130% after 90 days. | |||||||||||||||
Accrued interest | $ 184,275 | |||||||||||||||
Convertible Notes Payable | 185,000 | 185,000 | ||||||||||||||
Convertible note discount rate | 5.00% | |||||||||||||||
Proceeds from convertible promissory notes | $ 200,000 | |||||||||||||||
Derivative liabilities | 200,000 | |||||||||||||||
Amortization of debt discount | 200,000 | |||||||||||||||
Convertible Note Two [Member] | Volume Weighted Average Price [Member] | 15 Trading Days [Member] | ||||||||||||||||
Conversion price of threshold percentage | 61.00% | |||||||||||||||
Conversion price threshold trading days | Days | 15 | |||||||||||||||
Debt conversion description | 61% of the lowest daily volume weighted average price ("VWAP") of the Company's common stock during the 15 trading days prior to the conversion date. | |||||||||||||||
Convertible Note Two [Member] | Volume Weighted Average Price [Member] | 20 Trading Days [Member] | ||||||||||||||||
Conversion price of threshold percentage | 50.00% | |||||||||||||||
Conversion price threshold trading days | Days | 20 | |||||||||||||||
Debt conversion description | 50% of the lowest daily VWAP of the common stock during the 20 trading days prior to the conversion date. | |||||||||||||||
Convertible Note Two [Member] | Volume Weighted Average Price [Member] | More than 20 Trading Days [Member] | ||||||||||||||||
Conversion price of threshold percentage | 18.00% | |||||||||||||||
Debt conversion description | 18% per annum or the maximum rate permitted by applicable law which accrued daily from the date such interest was due through and including the date of actual payment in full | |||||||||||||||
Convertible Note Two [Member] | Debt Holder [Member] | ||||||||||||||||
Amount of conversion | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||
Shares of conversion | shares | 1,470,588 | 1,121,076 | 1,041,667 | |||||||||||||
Conversion price | $ / shares | $ 0.017 | $ 0.022 | $ 0.0240 | |||||||||||||
Convertible Note Three [Member] | ||||||||||||||||
Convertible note issued | $ 73,000 | |||||||||||||||
Maturity date | Dec. 4, 2016 | |||||||||||||||
Interest rate | 8.00% | |||||||||||||||
Interest rate, description | The Company is required to pay interest on the unpaid principal balance of Note III at the rate of 8% per annum from March 2, 2016 until the Third Maturity Date. Any amount of principal or interest which was not paid on the Maturity Date bears interest at the rate of 22% per annum from the due date until the note is paid in full. | |||||||||||||||
Conversion price of threshold percentage | 63.00% | |||||||||||||||
Conversion price threshold trading days | Days | 10 | |||||||||||||||
Debt conversion description | The conversion price is equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 63% multiplied by the market price of the average of the lowest three trading prices for the Company's common stock during the 10 trading days prior to the conversion date. The note became convertible 180 days after its issuance on March 2, 2016 which was August 29, 2016 | |||||||||||||||
Convertible Notes Payable | 73,000 | 73,000 | 73,000 | |||||||||||||
Contractual interest expenses | 5,120 | |||||||||||||||
Debt discount | ||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Convertible Notes Payable | $ 258,000 | $ 258,000 |
Derivative Instruments and th_3
Derivative Instruments and the Fair Value of Financial Instruments - Schedule of Fair Value of Assets and Liabilities by Levels (Details) - USD ($) | Jan. 31, 2017 | Apr. 30, 2016 |
Conversion option liability | $ 108,722 | |
Level 1 [Member] | ||
Conversion option liability | ||
Level 2 [Member] | ||
Conversion option liability | ||
Level 3 [Member] | ||
Conversion option liability | $ 108,722 |
Derivative Instruments and th_4
Derivative Instruments and the Fair Value of Financial Instruments - Schedule of Reconciliation of Conversion of Option Liability (Details) | 9 Months Ended |
Jan. 31, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance as of April 30, 2016 | |
Fair value of embedded conversion option derivative liabilities at issuance charged to debt discounts | 293,606 |
Change in fair value of derivative liabilities | (120,522) |
Reclassification of derivative liabilities to additional paid-in capital due to conversions | (64,362) |
Balance as of January 31, 2017 | $ 108,722 |
Derivative Instruments and th_5
Derivative Instruments and the Fair Value of Financial Instruments - Schedule of Fair Value of Assumptions (Details) | 9 Months Ended |
Jan. 31, 2017$ / shares | |
Exercise Price [Member] | Minimum [Member] | Commitment Date [Member] | |
Derivative liability measurement input, price per share | $ 0.0431 |
Exercise Price [Member] | Minimum [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, price per share | 0.019 |
Exercise Price [Member] | Maximum [Member] | Commitment Date [Member] | |
Derivative liability measurement input, price per share | 0.0712 |
Exercise Price [Member] | Maximum [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, price per share | $ 0.0441 |
Expected Dividends [Member] | Commitment Date [Member] | |
Derivative liability measurement input, percentage | 0 |
Expected Dividends [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, percentage | 0 |
Expected Volatility [Member] | Minimum [Member] | Commitment Date [Member] | |
Derivative liability measurement input, percentage | 197.12 |
Expected Volatility [Member] | Minimum [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, percentage | 255.36 |
Expected Volatility [Member] | Maximum [Member] | Commitment Date [Member] | |
Derivative liability measurement input, percentage | 213.77 |
Expected Volatility [Member] | Maximum [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, percentage | 337.80 |
Expected Term [Member] | Minimum [Member] | Commitment Date [Member] | |
Derivative liability term | 5 months |
Expected Term [Member] | Minimum [Member] | Re-Measurement Date [Member] | |
Derivative liability term | 5 months |
Expected Term [Member] | Maximum [Member] | Commitment Date [Member] | |
Derivative liability term | 9 months |
Expected Term [Member] | Maximum [Member] | Re-Measurement Date [Member] | |
Derivative liability term | 6 months |
Risk Free Interest Rate [Member] | Minimum [Member] | Commitment Date [Member] | |
Derivative liability measurement input, percentage | 0.13 |
Risk Free Interest Rate [Member] | Minimum [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, percentage | 0.38 |
Risk Free Interest Rate [Member] | Maximum [Member] | Commitment Date [Member] | |
Derivative liability measurement input, percentage | 0.58 |
Risk Free Interest Rate [Member] | Maximum [Member] | Re-Measurement Date [Member] | |
Derivative liability measurement input, percentage | 0.52 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 9 Months Ended |
Jan. 31, 2017USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Loans payable assumed | $ 251,027 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Disposal of Subsidiaries and Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Consideration on disposal of subsidiaries and discontinued operations | ||||
Cash | 21,591 | 21,591 | ||
Accounts receivable | 45,697 | 45,697 | ||
Inventories | 11,496 | 11,496 | ||
Prepaid expenses | 9,236 | 9,236 | ||
Property and equipment | 46,852 | 46,852 | ||
Accounts payable and accrued liabilities | (11,569) | (11,569) | ||
Taxes receivable | 1,419 | 1,419 | ||
Loans payable | (251,027) | |||
Gain on disposal before AOCI reclassification | 126,305 | |||
Other comprehensive income gain (loss) on reclassification | 7,688 | |||
Gain on disposal of discontinued operations | 133,993 | |||
Loans payable assumed | (251,027) | |||
Net loss on disposal of subsidiaries and discontinued operations | $ (21,907) | $ (117,034) | $ (32,964) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Nov. 30, 2018 | Aug. 31, 2018 | Apr. 30, 2016 | Apr. 30, 2018 | Jan. 31, 2017 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Number of shares issued, common stock, value | $ 50,000 | |||||
Subsequent Event [Member] | ||||||
Common stock, shares authorized | 500,000,000 | |||||
Common stock, par value | $ 0.001 | |||||
Subsequent Event [Member] | Unrelated Parties [Member] | ||||||
Number of shares issued, common stock | 1,786,277 | |||||
Number of shares issued, common stock, value | $ 35,725 | |||||
Stock price | $ 0.02 | |||||
Subsequent Event [Member] | Unrelated Party [Member] | ||||||
Number of shares issued, common stock | 40,500 | 5,000,000 | ||||
Number of shares issued, common stock, value | $ 810 | $ 100,000 | ||||
Stock price | $ 0.02 | $ 0.02 | ||||
Subsequent Event [Member] | Unrelated Party [Member] | Convertible Note [Member] | ||||||
Number of shares issued, common stock | 2,564,103 | |||||
Stock price | $ 0.0039 | |||||
Conversion of debt | $ 10,000 |