Cover
Cover - shares | 9 Months Ended | |
Jan. 31, 2021 | Mar. 22, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | BLGI, INC. | |
Entity Central Index Key | 0001575345 | |
Document Type | 10-Q | |
Entity File Number | 000-55880 | |
Document Period End Date | Jan. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Incorporation State Country Code | FL | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,112,661 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2021 | Apr. 30, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 218 | |
Prepaid expenses and other assets (Note 5) | 8,615 | 5,331 |
TOTAL ASSETS | 8,833 | 5,331 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities (Note 7) | 531,556 | 380,150 |
Amount payable for BitReturn (Note 10) | 350,000 | 350,000 |
Convertible debentures (Note 9) | 2,454,974 | 2,091,477 |
Loans payable (Note 8) | 148,291 | 88,816 |
Total Liabilities | 3,484,821 | 2,910,443 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding (Note 12) | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized; 29,111,660 and 8,303,665 shares issued and outstanding as of January 31, 2021 and April 30, 2020, respectively (Note 12) | 2,911 | 830 |
Shares issuable (Notes 11(a), 11(d)) | 420,000 | |
Additional paid-in capital | 11,047,302 | 7,756,351 |
Accumulated deficit | (14,526,201) | (11,082,293) |
Total Stockholders' Deficit | (3,475,988) | (2,905,112) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 8,833 | $ 5,331 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2021 | Jan. 25, 2021 | Oct. 15, 2020 | Apr. 30, 2020 | Nov. 13, 2017 |
Statement of Financial Position [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, issued | 0 | 0 | |||
Preferred stock, outstanding | 0 | 0 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 | 490,000,000 | |
Common stock, issued | 29,111,660 | 1,000,000 | 8,303,665 | ||
Common stock, outstanding | 29,111,660 | 8,303,665 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
OPERATING EXPENSES | ||||
Consulting (Note 11) | $ 425,000 | $ 425,000 | ||
General and administrative | 5,996 | 1,036 | 17,163 | 3,289 |
Foreign exchange loss | 2,813 | 4,101 | ||
Investor relations | 40,000 | 75,000 | ||
License fee (Note 11(d)) | 1,245,550 | |||
Professional fees | 63,335 | 7,328 | 314,583 | 9,728 |
Research and development | 99,970 | 124,970 | ||
TOTAL OPERATING EXPENSES | (637,114) | (8,364) | (2,206,367) | (13,017) |
OTHER EXPENSES | ||||
Accretion of discounts on convertible debentures (Note 9) | (51,584) | (79,894) | ||
Interest expense | (157,614) | (125,827) | (412,716) | (363,508) |
Loss on conversion of convertible debentures (Note 12) | (744,931) | |||
NET LOSS AND COMPREHENSIVE LOSS | $ (846,312) | $ (134,191) | $ (3,443,908) | $ (376,525) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in dollars per share) | $ (0.04) | $ (0.02) | $ (0.19) | $ (0.05) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (in shares) | 22,959,997 | 8,303,665 | 18,052,137 | 8,303,665 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Shares Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Apr. 30, 2019 | $ 830 | $ 420,000 | $ 7,712,014 | $ (10,485,728) | $ (2,352,884) | |
Balance at beginning (in shares) at Apr. 30, 2019 | 8,303,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss for the period | (119,665) | (119,665) | ||||
Balance at ending at Jul. 31, 2019 | $ 830 | 420,000 | 7,712,014 | (10,605,393) | (2,472,549) | |
Balance at ending (in shares) at Jul. 31, 2019 | 8,303,665 | |||||
Balance at beginning at Apr. 30, 2019 | $ 830 | 420,000 | 7,712,014 | (10,485,728) | (2,352,884) | |
Balance at beginning (in shares) at Apr. 30, 2019 | 8,303,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss for the period | (376,525) | |||||
Balance at ending at Jan. 31, 2020 | $ 830 | 420,000 | 7,712,014 | (10,862,253) | (2,729,409) | |
Balance at ending (in shares) at Jan. 31, 2020 | 8,303,665 | |||||
Balance at beginning at Jul. 31, 2019 | $ 830 | 420,000 | 7,712,014 | (10,605,393) | (2,472,549) | |
Balance at beginning (in shares) at Jul. 31, 2019 | 8,303,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss for the period | (122,669) | (122,669) | ||||
Balance at ending at Oct. 31, 2019 | $ 830 | 420,000 | 7,712,014 | (10,728,062) | (2,595,218) | |
Balance at ending (in shares) at Oct. 31, 2019 | 8,303,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss for the period | (134,191) | (134,191) | ||||
Balance at ending at Jan. 31, 2020 | $ 830 | 420,000 | 7,712,014 | (10,862,253) | (2,729,409) | |
Balance at ending (in shares) at Jan. 31, 2020 | 8,303,665 | |||||
Balance at beginning at Apr. 30, 2020 | $ 830 | 420,000 | 7,756,351 | (11,082,293) | (2,905,112) | |
Balance at beginning (in shares) at Apr. 30, 2020 | 8,303,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for license agreement | $ 1,172 | 74,498 | 1,169,880 | 1,245,550 | ||
Issuance of common shares for license agreement (in shares) | 11,710,522 | |||||
Net loss for the period | (1,551,106) | (1,551,106) | ||||
Balance at ending at Jul. 31, 2020 | $ 2,002 | 494,498 | 8,926,231 | (12,633,399) | (3,210,668) | |
Balance at ending (in shares) at Jul. 31, 2020 | 20,014,187 | |||||
Balance at beginning at Apr. 30, 2020 | $ 830 | 420,000 | 7,756,351 | (11,082,293) | (2,905,112) | |
Balance at beginning (in shares) at Apr. 30, 2020 | 8,303,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss for the period | (3,443,908) | |||||
Balance at ending at Jan. 31, 2021 | $ 2,911 | 11,047,302 | (14,526,201) | (3,475,988) | ||
Balance at ending (in shares) at Jan. 31, 2021 | 29,111,660 | |||||
Balance at beginning at Jul. 31, 2020 | $ 2,002 | 494,498 | 8,926,231 | (12,633,399) | (3,210,668) | |
Balance at beginning (in shares) at Jul. 31, 2020 | 20,014,187 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares pursuant to conversion of convertible debentures | $ 205 | 895,630 | 895,835 | |||
Issuance of common shares pursuant to conversion of convertible debentures (in shares) | 2,052,498 | |||||
Beneficial conversion features associated with convertible debentures | 76,000 | 76,000 | ||||
Net loss for the period | (1,046,490) | (1,046,490) | ||||
Balance at ending at Oct. 31, 2020 | $ 2,207 | 494,498 | 9,897,861 | (13,679,889) | (3,285,323) | |
Balance at ending (in shares) at Oct. 31, 2020 | 22,066,685 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for license agreement | $ 74 | (74,498) | 74,424 | |||
Issuance of common shares for license agreement (in shares) | 744,975 | |||||
Beneficial conversion features associated with convertible debentures | 130,647 | 130,647 | ||||
Issuance of common shares for services | $ 500 | 424,500 | 425,000 | |||
Issuance of common shares for services (in shares) | 5,000,000 | |||||
Issuance of common shares for cash | $ 100 | 99,900 | 100,000 | |||
Issuance of common shares for cash (in shares) | 1,000,000 | |||||
Issuance of common shares for settlement of debt | $ 30 | (420,000) | 419,970 | |||
Issuance of common shares for settlement of debt (in shares) | 300,000 | |||||
Net loss for the period | (846,312) | (846,312) | ||||
Balance at ending at Jan. 31, 2021 | $ 2,911 | $ 11,047,302 | $ (14,526,201) | $ (3,475,988) | ||
Balance at ending (in shares) at Jan. 31, 2021 | 29,111,660 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,443,908) | $ (376,525) |
Adjustments for non-cash amounts expensed: | ||
Accretion of convertible debt discount | 79,894 | |
Accrued interest on debentures | 412,716 | 363,508 |
Issuance of common shares for services | 425,000 | |
Issuance of common shares for license agreement | 1,245,550 | |
Loss on conversion of convertible debentures | 744,931 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (3,284) | |
Accounts payable and accrued liabilities | 151,163 | (11,953) |
Net Cash Used in Operating Activities | (387,938) | (24,970) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loans payable | 57,827 | 24,970 |
Proceeds from convertible debentures | 230,329 | |
Issuance of common shares for cash | 100,000 | |
Net Cash Provided by Financing Activities | 388,156 | 24,970 |
Change in Cash and Cash Equivalents | 218 | |
Cash and Cash Equivalents, Beginning of Period | ||
Cash and Cash Equivalents, End of Period | 218 | |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid |
NATURE OF BUSINESS
NATURE OF BUSINESS | 9 Months Ended |
Jan. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS BLGI, Inc. was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. The Company’s plan is to develop a blockchain technology business. On December 4, 2017, the Company changed its name from Envoy Group Corp. to Black Cactus Global, Inc. On October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Jan. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue or cash flow from operations since inception. As at January 31, 2021, the Company has a working capital deficiency of $3,475,988 and an accumulated deficit of $14,526,201. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Management continues to monitor the situation. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION These unaudited interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year-end is April 30. These unaudited interim financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at January 31, 2021, and the results of its operations for the three and nine months ended January 31, 2021 and cash flows for the nine months ended January 31, 2021. The results of operations for the nine-month period ended January 31, 2021 are not necessarily indicative of the results to be expected for future quarters or the full year. The significant accounting policies followed are: USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. FINANCIAL INSTRUMENTS ASC 825, “ Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash and cash equivalents, accounts payable, amount payable, loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2021 and April 30, 2020: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Balance as of Balance as of Instruments Inputs Inputs January 31, April 30, (Level 1) (Level 2) (Level 3) 2021 2020 Assets: Cash and cash equivalents $ — $ — $ — $ 218 $ — Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions. CASH AND CASH EQUIVALENTS All cash investments with an original maturity of three months or less are considered to be cash equivalents. INCOME TAXES The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and potentially dilutive common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of January 31, 2021, the Company had 58,282,826 (April 30, 2020 – 44,993,227) potentially dilutive common shares. RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
FINANCIAL RISK FACTORS
FINANCIAL RISK FACTORS | 9 Months Ended |
Jan. 31, 2021 | |
Financial Risk Factors [Abstract] | |
FINANCIAL RISK FACTORS | 4. FINANCIAL RISK FACTORS LIQUIDITY RISK Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at January 31, 2021, the Company has a working capital deficiency of $3,475,988 and requires additional funding to meet its current obligations. The Company’s current obligations include accounts payable and accrued liabilities which have contractual maturities of less than 60 days and are subject to normal trade terms, loans payable which are due on demand, and convertible debentures which have defaulted and are due on demand. The Company requires additional financing to meet its current obligations. The ability of the Company to continue to identify and evaluate feasible business opportunities, develop products and generate working capital is dependent on its ability to secure additional equity or debt financing. FOREIGN EXCHANGE RISK Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Jan. 31, 2021 | |
Prepaid Expense and Other Assets [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | 5. PREPAID EXPENSES AND OTHER ASSETS The Company’s prepaid expenses and other assets consists of deposits, retainers and advance payments for various services including investor relations, legal, marketing and other costs. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 6. RELATED PARTY TRANSACTIONS AND BALANCES The Company has entered into agreements to borrow funds from Bellridge Capital L.P. (“Bellridge”), a shareholder of the Company. The arrangements, balances and transactions are described in Notes 8(d), 9, 11(b), 11(c) and 11(d). The Company has entered into a Business Development and Advisory Agreement with Hodson Ltd (“Hodson”), a company owned by a trust in which the Chief Financial Officer (“CFO”) of the Company is the trustee. The CFO is also a director of Hodson. The agreement is described in Note 11(e). |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Jan. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: January 31, April 30, Accounts payable $ 523,092 $ 295,273 Accrued liabilities 8,464 84,877 $ 531,556 $ 380,150 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Jan. 31, 2021 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 8. LOANS PAYABLE The balance presented for loans payable consist of the following amounts: (a) On July 15, 2016, the Company entered into a loan agreement for a principal balance of up to $50,000 at any given time. The amount is unsecured, non-interest bearing and was due on July 15, 2018. As at January 31, 2021, the Company has received gross loan proceeds of $54,176. Upon receipt of the funds, the Company recorded fair value discounts of $6,836. During the year ended April 30, 2017, the Company repaid $10,600 of principal and recognized accretion of the discount of $2,067. During the year ended April 30, 2018, the Company repaid $5,000 of principal and recognized accretion of the discount of $3,918. During the year ended April 30, 2019, the Company repaid $nil of principal and recognized accretion of the discount of $851. At January 31, 2021, the net carrying value of the loan was $38,576 (April 30, 2020 - $38,576) which is due on demand. (b) As at January 31, 2021, the Company was indebted for loans amounting to $500 (April 30, 2020 - $500). The amounts are unsecured, non-interest bearing and due on demand. (c) On February 14, 2018, the Company entered into a loan agreement for a principal balance of $25,000. The loan bears interest at 10% per annum and was due on February 13, 2019. The loan remains unpaid at January 31, 2021. During the nine months ended January 31, 2021, the Company accrued interest expense of $1,891(2019 – $1,891). As of January 31, 2021, the interest payable totaled $5,000 (April 30, 2020 - $3,109), which has been included in accounts payable and accrued liabilities on the balance sheet. (d) As at January 31, 2021, the Company was indebted for loans amounting to $84,215 (April 30, 2020 - $24,740) owing to Bellridge Capital L.P. (“Bellridge”). The amounts are unsecured, non-interest bearing and due on demand. During the nine months ended January 31, 2021, the Company received loans from Bellridge totaling $57,827 (2020 - $24,970). The foreign exchange losses on the loans payable to Bellridge totaled $1,648 for the nine months ended January 31, 2021. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | 9. CONVERTIBLE DEBENTURES (a) On November 27, 2017, the Company entered into and closed on a Securities Purchase Agreement (“SPA”) with Bellridge Capital L.P. (“Bellridge”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $526,316 (“Note”) for an aggregate purchase price of $500,000, net of a $26,316 original issue discount (“OID”) and $10,000 of legal fees. The Company also incurred additional debt issuance costs of $50,000. The total debt issue costs of $86,316 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. In addition, the Company issued 7,894,737 warrants to Bellridge exercisable after a period of six months at an exercise price equal to the lesser of (i) $2.00 per share and (ii) 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. The Company also agreed to issue 139,665 shares to Bellridge in connection with the loan. The interest on the outstanding principal due under the Note accrued at a rate of 5% per annum. All principal and accrued interest under the Note was due on November 27, 2018 and is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $2.00 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts did not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features were not required to be separated from the host instrument and accounted for separately. As a result, at January 31, 2021, the conversion features and non-standard anti-dilutions provisions would not meet derivative classification. The relative fair values of the convertible note, the warrants and the shares were $140,733, $284,751 and $100,832, respectively. The effective conversion price was then determined to be $1.26. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the shares issuable of $100,832 and an equivalent discount that reduced the carrying value of the convertible debt to $425,484. The Company then recognized the relative fair value of the warrants of $284,751 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $140,733. The beneficial conversion feature of $54,417, the OID of $26,316 and debt financing costs of $60,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount was being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 27, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% default penalty of $191,297 as a result of default, which included $25,694 of interest accrued up to the point of default. The default penalty increased the carrying value of the loan principal to $717,613. During the nine months ended January 31, 2021, the Company issued 2,052,498 shares of common stock upon the conversion of $150,904 of the Note, comprising of $107,769 principal amount and $43,135 interest (Note 12). As at January 31, 2021, the carrying value of the principal amount was $609,844 (April 30, 2020 - $684,211), and the Company has recorded accrued interest of $481,036 (April 30, 2020 - $372,243). (a) On April 2, 2018, April 5, 2018 and April 13, 2018, the Company amended (the “Amendments”) the November 27, 2017 Securities Purchase Agreement. Pursuant to the Amendments the Company issued Bellridge warrants to purchase 4,250,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The Company also issued a senior secured convertible promissory note in the aggregate principal amount of $315,790 (“Note”) for an aggregate purchase price of $295,000, net of a $15,790 OID and $5,000 of legal fees. The Company also incurred additional debt issuance costs of $30,000 and issued a warrant to purchase 28,036 shares of the Company’s common stock at an exercise price of $2.00 per share. The total debt issue costs of $50,672 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrued at a rate of 5% per annum. All principal and accrued interest under the Note was due on December 20, 2018 and was convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $2.00 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. The relative fair values of the convertible note, the warrants and the shares were $6,208, $118 and $258,674, respectively. The effective conversion price was then determined to be $0.02. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the warrants of $258,792, as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $56,998. The beneficial conversion feature of $6,208, the OID of $15,790 and debt financing costs of $35,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On December 20, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% default penalty of $109,341 as a result of default, which included $11,234 of interest accrued up to the point of default. The default penalty increased the carrying value of the loan principal to $425,131. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $Nil (2019 - $Nil). As at January 31, 2021, the carrying value of the principal amount was $425,131 (April 30, 2020 - $410,527), and the Company has recorded accrued interest of $321,756 (April 30, 2020 - $206,584). (b) On June 1, 2018, the Company issued a senior secured convertible promissory note in the aggregate principal amount of $210,527 (“Note”) for an aggregate purchase price of $200,000, net of a $10,527 OID. The Company also incurred additional debt issuance costs of $20,000. The total debt issue costs of $30,527 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrues at a rate of 5% per annum. All principal and accrued interest under the Note is due on June 1, 2019 and is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $2.00 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $144,908 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $65,619. The OID of $10,570 and debt financing costs of $20,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $35,092. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On December 20, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% default penalty of $70,836 as a result of default, which included $5,906 of interest accrued up to the point of default. The default penalty increased the carrying value of the loan principal to $281,363. As at January 31, 2021, the carrying value of the principal amount was $281,363 (April 30, 2020 - $273,685), and the Company has recorded accrued interest of $212,944 (April 30, 2020 - $135,152). As part of the SPA, Bellridge is loaning the Company a minimum of $500,000 to a maximum of $1,500,000 (“Loan”). The first three tranches were the $1,000,000 in the form of the Notes above. The next and final tranche of $500,000 will be funded upon the effectiveness of the registration statement that the Company is required to file covering the shares of common stock issuable upon conversion of the Notes. As part of the Bellridge Agreements, the Company also executed Registration Rights Agreement, Intellectual Property Security Interest Agreement, Subsidiary Guaranty and a Security Interest Agreement in all the Company’s assets to Bellridge. (c) On February 20, 2020, the Company entered into an additional securities purchase agreement with Bellridge, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $54,271 (“Note”) for an aggregate purchase price of $44,337, net of a $4,934 OID and $5,000 of legal fees. The total debt issue costs of $9,934 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. The interest on the outstanding principal due under the Note accrues at a rate of 10% per annum. All principal and accrued interest under the Note is due on February 20, 2021. At any time after 180 days from the issuance date, the Note is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.094 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $44,337 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $9,934. The OID of $4,934 and debt financing costs of $5,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $38,265 increasing the carrying value of the loan to $46,285. As at January 31, 2021, the Company has recorded accrued interest of $5,216 (April 30, 2020 - $1,055). (d) On September 9, 2020, the Company entered into an additional securities purchase agreement with Bellridge, pursuant to which the Company issued a convertible promissory note for loans provided in tranches, up to an aggregate principal amount of $1,000,000 (“September 2020 Note”). Each tranche provided under the terms of the Note is to be provided at an original issue discount (“OID”) of 10%. On September 17, 2020, the first tranche of the September 2020 Note was funded in the aggregate principal amount of $50,600 for an aggregate purchase price of $46,000, net of a $4,600 OID. The total debt issue costs of $4,600 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. The interest on the outstanding principal due under the September 2020 Note accrues at a rate of 10% per annum. All principal and accrued interest under the September 2020 Note is due on September 9, 2021 and is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.14 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $46,000 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $4,600. The OID of $4,600 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $11,567 increasing the carrying value of the loan to $11,567. As at January 31, 2021, the Company has recorded accrued interest of $1,911 (April 30, 2020 - $Nil). On September 18, 2020, the second tranche of the September 2020 Note was funded in the aggregate principal amount of $33,000 for an aggregate purchase price of $30,000, net of a $3,000 OID. The total debt issue costs of $3,000 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $30,000 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $3,000. The OID of $3,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $7,514 increasing the carrying value of the loan to $7,514. As at January 31, 2021, the Company has recorded accrued interest of $1,237 (April 30, 2020 - $Nil). On November 12, 2020, the third tranche of the September 2020 Note was funded in the aggregate principal amount of $55,000 for an aggregate purchase price of $50,000, net of a $5,000 OID. The total debt issue costs of $5,000 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $50,000 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $5,000. The OID of $5,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $9,451 increasing the carrying value of the loan to $9,451. As at January 31, 2021, the Company has recorded accrued interest of $1,222 (April 30, 2020 - $Nil). On November 25, 2020, the fourth tranche of the September 2020 Note was funded in the aggregate principal amount of $65,262 for an aggregate purchase price of $59,329, net of a $5,933 OID. The total debt issue costs of $5,933 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $35,647 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $29,615. The OID of $5,933 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $23,682. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $6,419 increasing the carrying value of the loan to $30,101. As at January 31, 2021, the Company has recorded accrued interest of $1,215 (April 30, 2020 - $Nil). On December 21, 2020, the fifth tranche of the September 2020 Note was funded in the aggregate principal amount of $22,000 for an aggregate purchase price of $20,000, net of a $2,000 OID. The total debt issue costs of $2,000 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $20,000 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $2,000. The OID of $2,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $3,064 increasing the carrying value of the loan to $3,064. As at January 31, 2021, the Company has recorded accrued interest of $251 (April 30, 2020 - $Nil). On December 29, 2020, the sixth tranche of the September 2020 Note was funded in the aggregate principal amount of $27,500 for an aggregate purchase price of $25,000, net of a $2,500 OID. The total debt issue costs of $2,500 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $25,000 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $2,500. The OID of $2,500 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2021, the Company recorded accretion of discount of $3,614 increasing the carrying value of the loan to $3,614. As at January 31, 2021, the Company has recorded accrued interest of $252 (April 30, 2020 - $Nil). |
PRODUCT DEVELOPMENT AND WEBSITE
PRODUCT DEVELOPMENT AND WEBSITE COSTS | 9 Months Ended |
Jan. 31, 2021 | |
Product Development And Website Costs [Abstract] | |
PRODUCT DEVELOPMENT AND WEBSITE COSTS | 10. PRODUCT DEVELOPMENT AND WEBSITE COSTS On June 18, 2017, the Company entered into a Definitive Acquisition Agreement involving the internet domain and brand BitReturn. The Agreement represented the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 500,000 shares of restricted common stock with a fair value of $1,900,000 as payment under the terms of the Agreement, which was recognized as and included in product development and website costs. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, and as at January 31, 2021, $350,000 (April 30, 2020 - $350,000) is recorded as an amount payable for BitReturn. Product development and website expenses represent costs of acquiring the brand BitReturn, development of the crypto currency mining product, and creation of the website. These costs did not meet the criteria for capitalization, and therefore were treated as an operating expense in fiscal 2018. During the year ended April 30, 2019, the Company determined it would not proceed with its plan to create a technology business in mining digital currency. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 11. COMMITMENTS (a) On February 14, 2018, the Company entered into an Employment Agreement with a term of three years. Pursuant to the Employment Agreement, the Company agreed to issue 400,000 shares and pay the employee GBP250,000 in exchange for services. On July 9, 2018, the Company and the employee entered into a Settlement and General Release Agreement pursuant to which, the Company agreed to issue the employee 300,000 shares of common stock in exchange for release from the Employment Agreement and the fair value of $420,000 of the shares issuable was expensed in July 2018. During the nine-month period ended January 31, 2021, the Company issued the 300,000 shares of common stock (refer to Note 12). (b) On August 24, 2019, the Company entered into a Software License Agreement (“License Agreement”) with Charteris, Mackie, Baillie & Cummins Limited (“CMBC Limited”) to acquire a non-exclusive license for Black Cactus blockchain development software platform and related intellectual property (“Software”) which are licensed to CMBC Limited from Black Cactus LLC. As consideration, the Company shall pay CMBC Limited a royalty in the amount of five percent (5%) of the gross revenue received from the sublicense of the Software (“royalty”), due on a quarterly basis, and issue or assign an equivalent number of common shares to CMBC Limited that will represent 60% of the then issued shares of the Company. In addition, the Company will issue an option for CMBC Limited to acquire additional shares at par value $(0.002) per share up to 60% of any shares issued under the existing Securities Purchase Agreements with Bellridge (Note 9). The closing of the License Agreement is conditional on the Company obtaining a written agreement with Bellridge to increase its line of credit from $1,500,000 to $5,000,000 (Note 9), and the assignment of a separate Software License Agreement between CMBC Limited and Benchmark Advisors Limited (“Benchmark”) originally granted to Benchmark on February 20, 2019. The closing of the License Agreement was completed on July 21, 2020 (refer to Note 11(d)). (c) On November 15, 2019, the Company entered into an Assignment Agreement with CMBC Limited to acquire the assignment of a non-exclusive software license (“License”) for Software from Benchmark. As consideration for the assignment of the License, CMBC will be paid $250,000 directly from Bellridge on behalf of the Company as part of the increased line of credit of $5,000,000. The closing of the Assignment Agreement was completed on July 21, 2020 (refer to Note 11(d)). (d) On June 29, 2020, the Company and CMBC Limited entered into a waiver and agreement (the “Waiver Agreement”), pursuant to which the Company and CMBC Limited agreed to close the License Agreement dated August 24, 2019 (Note 11(b)) and the Assignment Agreement dated November 15, 2019 (Note 11(c)). Pursuant to the Waiver Agreement, CMBC Limited, among other things, waived all of the conditions that had not been satisfied in order to consummate the closings of the license and assignment pursuant to the License Agreement and the Assignment Agreement. In consideration, the Company authorized the issuance of 12,455,497 restricted shares of the Company’s common stock, to Black Cactus Holdings LLC, the designee of CMBC Limited, to be issued in two certificates each in the name of “Black Cactus Holdings LLC”, as follows: (i) one certificate representing 8,705,497 shares of common stock, which was issued and delivered to Black Cactus Holdings LLC, and (ii) one certificate representing 3,750,000 shares of common stock, which was supposed to be issued to Black Cactus Holdings LLC, but was reduced to 3,005,025 shares of common stock because the Company did not have enough authorized and unissued shares of common stock to issue all of such shares on the date of issuance. The Company intends to issue the remaining shares of common stock to Black Cactus Holdings LLC as soon as they become available. The certificate for 3,005,025 shares is being held in escrow by the Company, and the certificate for the additional shares of common stock will also be held in escrow by the Company, until such time as certain shares of common stock have been cancelled on the certified shareholder records of the Company or as otherwise provided in the Waiver Agreement. On July 21, 2020, the Company issued two certificates representing 8,705,497 shares of common stock and 3,005,025 shares of common stock (refer to Note 12) with an aggregate fair value of $1,171,052 based on the quoted market price on June 29, 2020. On January 18, 2021, the Company issued a certificate representing the remaining 744,975 shares of common stock (refer to Note 12) with a fair value of $74,498 based on the quoted market price on June 29, 2020. Management determined that the future economic benefits of the license acquired are not probable upon acquisition and the Company expensed the acquisition fee of $1,245,550 as incurred. (e) On January 5, 2021, the Company and Hodson Ltd (“Hodson”) entered into a Business Development and Advisory Agreement. In consideration for the services provided, the Company agreed to issue 5,000,000 shares of common stock with a fair value of $425,000 based on the quoted market price on January 5, 2021 (refer to Note 12). The Company also agreed to pay a monthly fee for future services, which is to negotiated between the Company and Hodson. |
STOCK
STOCK | 9 Months Ended |
Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCK | 12. STOCK On November 13, 2017, the Company amended its Articles of Incorporation, increasing the number of common stock authorized from 240,000,000 to 490,000,000, par value of $0.0001, leaving the number of preferred stock authorized at 10,000,000, par value of $0.0001, and designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock. On October 15, 2020, the Company amended its Articles of Incorporation, reducing the number of common stock authorized from 490,000,000 to 200,000,000, par value of $0.0001, terminating the designation of 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock, and amended the authorization to issue 10,000,000 shares of Preferred Stock, par value of $0.0001, to provide for 10,000,000 shares of “blank check” preferred stock, par value of $0.0001. The terms of the “blank check” preferred stock to be authorized, including, but not limited to, dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the Board of Directors. Subject to the limitations set forth in the Amended and Restated Articles, and any limitations prescribed by Florida law, the Board of Directors is expressly authorized, without shareholder approval, prior to the issuance of any series of Preferred Stock, to fix by resolution or resolutions providing for the issue of any series the number of shares included in such series and, including but not limited to, the designation, relative powers, preferences and rights, and the qualification, limitations or restrictions of such series. COMMON STOCK On July 21, 2020, in connection with the Waiver Agreement dated June 29, 2020 (Note 11(d)), the Company issued an aggregate of 11,710,522 shares of common stock with a fair value of $1,171,052. On August 4, 2020, the Company issued 407,634 shares of common stock with a fair value of $70,113 pursuant to the conversion of $10,762 of a convertible note, consisting of $7,769 principal amount and $2,992 interest (Note 9(a)). Upon conversion, the Company recognized a loss on conversion of convertible debentures of $59,351. On August 24, 2020, the Company issued 1,644,865 shares of common stock with a fair value of $825,722 pursuant to the conversion of $140,142 of a convertible note, consisting of $100,000 principal amount and $40,142 interest (Note 9(a)). Upon conversion, the Company recognized a loss on conversion of convertible debentures of $685,580. On August 14, 2020, the Company’s board of directors approved an amendment to the Articles of Incorporation to effectuate a reverse stock split of all of the Company’s outstanding shares of common stock, by a ratio of one for twenty (1:20). On October 15, 2020, the reverse stock split was approved by the Florida Department of State, Division of Corporations and the Securities and Exchange Commission, and the record date of the reverse stock split was October 16, 2020. All common stock and per share data in these financial statements and footnotes have been retrospectively adjusted to account for this reverse stock split. On January 18, 2021, in connection with the Waiver Agreement dated June 29, 2020 (Note 11(d)), the Company issued 744,975 shares of common stock with a fair value of $74,498. On January 18, 2021, in connection with the Business Development and Advisory Agreement dated January 5, 2021 (Note 11(e)), the Company issued 5,000,000 shares of common stock with a fair value of $425,000. On January 25, 2021, the Company issued 1,000,000 shares of common stock for cash proceeds of $100,000. On July 9, 2018, the Company entered into a Settlement and General Release Agreement pursuant to which the Company would issue an employee 300,000 shares of common stock in exchange for release from the Employment Agreement (refer to Note 11(a)). The fair value of the shares on the date of settlement of $420,000 is presented as of April 30, 2020 as shares issuable because the shares had not been issued to date. On January 26, 2021, the Company issued the 300,000 shares of common stock in exchange for release from the Employment Agreement. The fair value of the shares of $420,000 was expensed in July 2018. As at January 31, 2021, there are 29,111,660 (April 30, 2020 – 8,303,665) shares of common stock issued and outstanding. PREFERRED STOCK As at January 31, 2021, there are no issued and outstanding Preferred Stock. |
SHARE PURCHASE WARRANTS
SHARE PURCHASE WARRANTS | 9 Months Ended |
Jan. 31, 2021 | |
Share Purchase Warrants [Abstract] | |
SHARE PURCHASE WARRANTS | 13. SHARE PURCHASE WARRANTS The following table summarizes the continuity of share purchase warrants: Number of Weighted average Balance, April 30, 2020 4,672,773 1.84 Issued — — Balance, January 31, 2021 4,672,773 1.84 As at January 31, 2021, the following share purchase warrants were outstanding: Number of Exercise price Expiry date 394,737 0.057* May 27, 2022 28,036 2.00 March 29, 2023 4,250,000 2.00 April 5, 2023 4,672,773 * The lower of $2.00 and 70% of the lowest traded price of the Company’s common stock during the prior 20 consecutive trading days. The weighted average remaining life of the warrants outstanding as at January 31, 2021 is 2.10 years. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION These unaudited interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year-end is April 30. These unaudited interim financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at January 31, 2021, and the results of its operations for the three and nine months ended January 31, 2021 and cash flows for the nine months ended January 31, 2021. The results of operations for the nine-month period ended January 31, 2021 are not necessarily indicative of the results to be expected for future quarters or the full year. The significant accounting policies followed are: |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS ASC 825, “ Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash and cash equivalents, accounts payable, amount payable, loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2021 and April 30, 2020: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Balance as of Balance as of Instruments Inputs Inputs January 31, April 30, (Level 1) (Level 2) (Level 3) 2021 2020 Assets: Cash and cash equivalents $ — $ — $ — $ 218 $ — Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS All cash investments with an original maturity of three months or less are considered to be cash equivalents. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
NET INCOME (LOSS) PER COMMON SHARE | NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and potentially dilutive common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of January 31, 2021, the Company had 58,282,826 (April 30, 2020 – 44,993,227) potentially dilutive common shares. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2021 and April 30, 2020: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Balance as of Balance as of Instruments Inputs Inputs January 31, April 30, (Level 1) (Level 2) (Level 3) 2021 2020 Assets: Cash and cash equivalents $ — $ — $ — $ 218 $ — |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Jan. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consist of the following: January 31, April 30, Accounts payable $ 523,092 $ 295,273 Accrued liabilities 8,464 84,877 $ 531,556 $ 380,150 |
SHARE PURCHASE WARRANTS (Tables
SHARE PURCHASE WARRANTS (Tables) | 9 Months Ended |
Jan. 31, 2021 | |
Share Purchase Warrants [Abstract] | |
Schedule of share purchase warrants | The following table summarizes the continuity of share purchase warrants: Number of Weighted average Balance, April 30, 2020 4,672,773 1.84 Issued — — Balance, January 31, 2021 4,672,773 1.84 |
Schedule of share purchase warrants were outstanding | As at January 31, 2021, the following share purchase warrants were outstanding: Number of Exercise price Expiry date 394,737 0.057* May 27, 2022 28,036 2.00 March 29, 2023 4,250,000 2.00 April 5, 2023 4,672,773 * The lower of $2.00 and 70% of the lowest traded price of the Company’s common stock during the prior 20 consecutive trading days. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jan. 31, 2021 | Apr. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 3,475,988 | |
Accumulated deficit | $ (14,526,201) | $ (11,082,293) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Recurring Basic [Member] - USD ($) | Jan. 31, 2021 | Apr. 30, 2020 |
Assets: | ||
Cash and cash equivalents | $ 218 | |
Quoted Prices in Active Markets For Identical Instruments (Level 1) [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash and cash equivalents |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 9 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Apr. 30, 2020 | |
Accounting Policies [Abstract] | ||
Weighted average number of shares of common stock outstanding (in shares) | 58,282,826 | 44,993,227 |
FINANCIAL RISK FACTORS (Details
FINANCIAL RISK FACTORS (Details Narrative) | Jan. 31, 2021USD ($) |
Financial Risk Factors [Abstract] | |
Working capital deficiency | $ 3,475,988 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jan. 31, 2021 | Apr. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 523,092 | $ 295,273 |
Accrued liabilities | 8,464 | 84,877 |
Total accounts payable and accrued liabilities | $ 531,556 | $ 380,150 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2021 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | Aug. 24, 2020 | Aug. 04, 2020 | Apr. 30, 2020 | Feb. 14, 2018 | Jul. 15, 2016 | |
Loans payable | $ 148,291 | $ 88,816 | |||||||
Principal balance | $ 100,000 | $ 7,769 | |||||||
Net carrying value of loan | 38,576 | 38,576 | |||||||
Accrued interest expense | 1,891 | 1,891 | |||||||
Interest payable | 5,000 | 3,109 | |||||||
Bellridge Capital L.P. [Member] | |||||||||
Loans payable | 57,827 | 24,970 | |||||||
Amount of foreign exchange losses | 1,648 | ||||||||
Loans Payable [Member] | |||||||||
Loans payable | 500 | 500 | |||||||
Loans Payable [Member] | Bellridge Capital L.P. [Member] | |||||||||
Principal balance | 84,215 | $ 24,740 | |||||||
Loan Agreement [Member] | |||||||||
Principal balance | $ 25,000 | $ 50,000 | |||||||
Proceeds from loan payable | 54,716 | ||||||||
Unamortized discount | $ 6,836 | ||||||||
Repayment of principal | $ 5,000 | $ 10,600 | |||||||
Accretion of loan discounts | $ 851 | $ 3,918 | $ 2,067 | ||||||
Debt interest rate | 10.00% |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | Nov. 25, 2020 | Aug. 24, 2020 | Aug. 04, 2020 | Feb. 20, 2020 | Dec. 31, 2018 | Nov. 27, 2018 | Jun. 01, 2018 | Apr. 13, 2018 | Nov. 27, 2017 | Apr. 13, 2018 | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Sep. 17, 2020 | Apr. 30, 2020 | Apr. 30, 2019 | Dec. 29, 2020 | Dec. 21, 2020 | Nov. 12, 2020 | Sep. 18, 2020 | Sep. 09, 2019 |
Principal amount | $ 100,000 | $ 7,769 | |||||||||||||||||||
Aggregate purchase price of note | $ 140,142 | $ 10,762 | |||||||||||||||||||
Number of shares issued (in shares) | 1,644,865 | 407,634 | |||||||||||||||||||
Value of shares issued | $ 825,722 | $ 70,113 | $ 1,245,550 | ||||||||||||||||||
Interest payable | $ 5,000 | $ 5,000 | $ 3,109 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 744,975 | 11,710,522 | |||||||||||||||||||
Value of shares issued | $ 74 | $ 1,172 | |||||||||||||||||||
Amended Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | |||||||||||||||||||||
Debt issuance costs | $ 50,672 | $ 50,672 | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 2 | $ 2 | |||||||||||||||||||
Number of shares issued (in shares) | 4,250,000 | ||||||||||||||||||||
Fair values of convertible note | $ 6,208 | $ 6,208 | |||||||||||||||||||
Conversion price (in dollars per share) | $ 0.02 | $ 0.02 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Principal amount | $ 210,527 | 425,131 | $ 425,131 | 410,527 | |||||||||||||||||
Aggregate purchase price of note | 200,000 | ||||||||||||||||||||
Original debt discount | 10,527 | ||||||||||||||||||||
Additional debt issuance costs | 20,000 | ||||||||||||||||||||
Debt issuance costs | $ 30,527 | ||||||||||||||||||||
Debt due date | Jun. 1, 2019 | ||||||||||||||||||||
Debt conversion, description | (i) $2.00 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. In the event of a default, the Note is convertible into shares of the Company’s common stock at a conversion price equal to 60% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. | ||||||||||||||||||||
Carrying value of convertible debt | $ 65,619 | ||||||||||||||||||||
Beneficial conversion feature | $ 144,908 | ||||||||||||||||||||
Percentage of outstanding principal and accrued and unpaid interest | 130.00% | 5.00% | |||||||||||||||||||
Description of debt instrument | The Company recorded a 30% default penalty of $191,297 as a result of default, which included $25,694 of interest accrued up to the point of default. The default penalty increased the carrying value of the loan principal to $717,613 | ||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||||||||||
Interest rate | 29.00% | ||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Bellridge Capital L.P. [Member] | |||||||||||||||||||||
Description of debt instrument | The first three tranches were the $1,000,000 in the form of the Notes above. The next and final tranche of $500,000 will be funded upon the effectiveness of the registration statement that the Company is required to file covering the shares of common stock issuable upon conversion of the Notes. | ||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Bellridge Capital L.P. [Member] | Minimum [Member] | |||||||||||||||||||||
Principal amount | 500,000 | $ 500,000 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Bellridge Capital L.P. [Member] | Maximum [Member] | |||||||||||||||||||||
Principal amount | 1,500,000 | 1,500,000 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | |||||||||||||||||||||
Principal amount | $ 526,316 | ||||||||||||||||||||
Aggregate purchase price of note | 500,000 | ||||||||||||||||||||
Original debt discount | 26,316 | 26,316 | 26,316 | ||||||||||||||||||
Legal fees on notes issued | 10,000 | ||||||||||||||||||||
Additional debt issuance costs | 50,000 | 0 | 0 | ||||||||||||||||||
Debt issuance costs | $ 86,316 | 60,000 | 60,000 | ||||||||||||||||||
Number of warrants issued | 894,737 | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 2 | ||||||||||||||||||||
Warrant term | 6 months | ||||||||||||||||||||
Description of warrants issued | (i) $2.00 per share and (ii) 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. | ||||||||||||||||||||
Number of shares issued (in shares) | 139,665 | ||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||
Debt due date | Nov. 27, 2018 | ||||||||||||||||||||
Debt conversion, description | Common stock at a conversion price equal to the lesser of (i) $2.00 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. | ||||||||||||||||||||
Fair values of convertible note | $ 140,733 | ||||||||||||||||||||
Fair values of warrant | 284,751 | 284,751 | |||||||||||||||||||
Value of shares issued | $ 100,832 | 100,832 | |||||||||||||||||||
Conversion price (in dollars per share) | $ 1.26 | ||||||||||||||||||||
Carrying value of convertible debt | $ 425,484 | 140,733 | 140,733 | ||||||||||||||||||
Beneficial conversion feature | 54,417 | 54,417 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Amended Securities Purchase Agreement [Member] | |||||||||||||||||||||
Percentage of outstanding principal and accrued and unpaid interest | 130.00% | ||||||||||||||||||||
Description of debt instrument | The Company recorded a 30% default penalty of $109,341 as a result of default, which included $11,234 of interest accrued up to the point of default. | ||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Amended Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | |||||||||||||||||||||
Principal amount | $ 315,790 | $ 315,790 | |||||||||||||||||||
Aggregate purchase price of note | 295,000 | 295,000 | |||||||||||||||||||
Legal fees on notes issued | 5,000 | 5,000 | |||||||||||||||||||
Additional debt issuance costs | 30,000 | 30,000 | |||||||||||||||||||
Debt issuance costs | $ 15,790 | $ 15,790 | |||||||||||||||||||
Number of warrants issued | 28,036 | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 2 | $ 2 | |||||||||||||||||||
Interest rate | 5.00% | 5.00% | |||||||||||||||||||
Debt conversion, description | i) $2.00 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. In the event of a default, the Note is convertible into shares of the Company’s common stock at a conversion price equal to 60% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. | ||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Original debt discount | 10,570 | 10,570 | |||||||||||||||||||
Debt issuance costs | 20,000 | 20,000 | |||||||||||||||||||
Carrying value of convertible debt | 35,092 | 35,092 | |||||||||||||||||||
Description of debt instrument | The Company recorded a 30% default penalty of $70,836 as a result of default, which included $5,906 of interest accrued up to the point of default. | ||||||||||||||||||||
Accrued interest | $ 321,756 | 206,584 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares converted | 2,052,498 | ||||||||||||||||||||
Value of shares converted | $ 150,904 | ||||||||||||||||||||
Accrued interest | 481,036 | 372,243 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Principal amount | 281,363 | 281,363 | 273,685 | ||||||||||||||||||
Accrued interest | 212,944 | 135,152 | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||||||||
Principal amount | 107,769 | 107,769 | |||||||||||||||||||
Aggregate purchase price of note | 609,844 | 609,844 | 684,211 | ||||||||||||||||||
Interest payable | 43,135 | 43,135 | |||||||||||||||||||
Convertible Note [Member] | Bellridge Capital L.P. [Member] | |||||||||||||||||||||
Original debt discount | 4,934 | 4,934 | |||||||||||||||||||
Debt issuance costs | 5,000 | 5,000 | |||||||||||||||||||
Carrying value of convertible debt | 46,285 | 46,285 | |||||||||||||||||||
Accretion of discount | 38,265 | ||||||||||||||||||||
Accrued interest | 5,216 | 1,055 | |||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | |||||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | First Tranche [Member] | |||||||||||||||||||||
Principal amount | $ 50,600 | ||||||||||||||||||||
Aggregate purchase price of note | 46,000 | ||||||||||||||||||||
Original debt discount | 4,600 | ||||||||||||||||||||
Debt issuance costs | $ 4,600 | ||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||
Debt due date | Sep. 9, 2021 | ||||||||||||||||||||
Debt conversion, description | The Company’s Common Stock at a conversion price equal to the lesser of (i) $0.14 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. In the event of a default, the Note is convertible into shares of the Company’s common stock at a conversion price equal to 60% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. | ||||||||||||||||||||
Carrying value of convertible debt | $ 4,600 | ||||||||||||||||||||
Beneficial conversion feature | $ 46,000 | ||||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | First Tranche [Member] | |||||||||||||||||||||
Accretion of discount | 0 | ||||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | Second Tranche [Member] | |||||||||||||||||||||
Principal amount | $ 33,000 | ||||||||||||||||||||
Aggregate purchase price of note | 30,000 | ||||||||||||||||||||
Original debt discount | 3,000 | 3,000 | 3,000 | ||||||||||||||||||
Debt issuance costs | 3,000 | ||||||||||||||||||||
Carrying value of convertible debt | 0 | $ 0 | 3,000 | ||||||||||||||||||
Beneficial conversion feature | $ 30,000 | ||||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | Third Tranche [Member] | |||||||||||||||||||||
Principal amount | $ 55,000 | ||||||||||||||||||||
Aggregate purchase price of note | 50,000 | ||||||||||||||||||||
Original debt discount | 5,000 | ||||||||||||||||||||
Debt issuance costs | 5,000 | ||||||||||||||||||||
Carrying value of convertible debt | 5,000 | ||||||||||||||||||||
Beneficial conversion feature | $ 50,000 | ||||||||||||||||||||
Description of debt instrument | The OID of $5,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0 | ||||||||||||||||||||
Accretion of discount | $ 9,451 | ||||||||||||||||||||
Carrying value of the loan | 9,451 | 9,451 | |||||||||||||||||||
Accrued interest | 1,222 | 0 | |||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | Fourth Tranche [Member] | |||||||||||||||||||||
Principal amount | $ 65,262 | ||||||||||||||||||||
Aggregate purchase price of note | 59,329 | ||||||||||||||||||||
Original debt discount | 5,933 | ||||||||||||||||||||
Debt issuance costs | 5,933 | ||||||||||||||||||||
Carrying value of convertible debt | 29,615 | ||||||||||||||||||||
Beneficial conversion feature | $ 35,647 | ||||||||||||||||||||
Description of debt instrument | The OID of $5,933 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $23,682 | ||||||||||||||||||||
Accretion of discount | 6,419 | ||||||||||||||||||||
Carrying value of the loan | 30,101 | 30,101 | |||||||||||||||||||
Accrued interest | $ 1,215 | 0 | |||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | Fifth Tranche [Member] | |||||||||||||||||||||
Principal amount | $ 22,000 | ||||||||||||||||||||
Aggregate purchase price of note | 20,000 | ||||||||||||||||||||
Original debt discount | 2,000 | ||||||||||||||||||||
Carrying value of convertible debt | 2,000 | ||||||||||||||||||||
Beneficial conversion feature | $ 20,000 | ||||||||||||||||||||
Description of debt instrument | The OID of $2,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. | ||||||||||||||||||||
Accretion of discount | $ 3,064 | ||||||||||||||||||||
Carrying value of the loan | 3,064 | 3,064 | |||||||||||||||||||
Accrued interest | $ 251 | 0 | |||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | Sixth Tranche [Member] | |||||||||||||||||||||
Principal amount | $ 27,500 | ||||||||||||||||||||
Aggregate purchase price of note | 25,000 | ||||||||||||||||||||
Original debt discount | 2,500 | ||||||||||||||||||||
Debt issuance costs | 2,500 | ||||||||||||||||||||
Carrying value of convertible debt | 2,500 | ||||||||||||||||||||
Beneficial conversion feature | $ 25,000 | ||||||||||||||||||||
Description of debt instrument | The OID of $2,500 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. | ||||||||||||||||||||
Accretion of discount | $ 3,614 | ||||||||||||||||||||
Carrying value of the loan | 3,614 | 3,614 | |||||||||||||||||||
Accrued interest | 252 | 0 | |||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | Senior Secured Convertible Promissory Note [Member] | Bellridge Capital L.P. [Member] | Second Tranche [Member] | |||||||||||||||||||||
Accretion of discount | 7,514 | ||||||||||||||||||||
Accrued interest | 1,237 | 0 | |||||||||||||||||||
Convertible Promissory Note [Member] | Additional Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | |||||||||||||||||||||
Principal amount | $ 54,271 | ||||||||||||||||||||
Aggregate purchase price of note | 44,337 | ||||||||||||||||||||
Original debt discount | 4,934 | ||||||||||||||||||||
Legal fees on notes issued | 5,000 | ||||||||||||||||||||
Debt issuance costs | $ 9,934 | ||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||
Debt conversion, description | The Company’s Common Stock at a conversion price equal to the lesser of (i) $0.094 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. | ||||||||||||||||||||
Carrying value of convertible debt | $ 9,934 | ||||||||||||||||||||
Beneficial conversion feature | $ 44,337 | ||||||||||||||||||||
Convertible Note [September 2020 Note] [Member] | |||||||||||||||||||||
Accretion of discount | 11,567 | $ 0 | |||||||||||||||||||
Carrying value of the loan | $ 11,567 | 11,567 | |||||||||||||||||||
Accrued interest | $ 1,911 |
PRODUCT DEVELOPMENT AND WEBSI_2
PRODUCT DEVELOPMENT AND WEBSITE COSTS (Details Narrative) - USD ($) | Aug. 24, 2020 | Aug. 04, 2020 | Jul. 18, 2017 | Jan. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 |
Number of shares issued (in shares) | 1,644,865 | 407,634 | ||||
Value of shares issued | $ 825,722 | $ 70,113 | $ 1,245,550 | |||
Amount payable for BitReturn | 350,000 | $ 350,000 | ||||
Definitive Acquisition Agreement [Member] | Restricted Common Stock [Member] | ||||||
Number of shares issued (in shares) | 500,000 | |||||
Value of shares issued | $ 1,900,000 | |||||
Cash payment | $ 350,000 | |||||
Amount payable for BitReturn | $ 350,000 | $ 350,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 26, 2021 | Jan. 18, 2021 | Jan. 05, 2021 | Aug. 24, 2020 | Aug. 04, 2020 | Jul. 21, 2020 | Jul. 21, 2020 | Jun. 29, 2020 | Nov. 15, 2019 | Aug. 24, 2019 | Jul. 09, 2018 | Jul. 09, 2018 | Feb. 14, 2018 | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Oct. 15, 2020 | Apr. 30, 2020 | Nov. 13, 2017 |
Number of shares issued (in shares) | 1,644,865 | 407,634 | |||||||||||||||||||
Value of shares issued | $ 825,722 | $ 70,113 | $ 1,245,550 | ||||||||||||||||||
Acquiistion fees | $ 63,335 | $ 7,328 | $ 314,583 | $ 9,728 | |||||||||||||||||
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 490,000,000 | ||||||||||||||||
Black Cactus Holdings LLC [Member] | Restricted shares [Member] | |||||||||||||||||||||
Common stock, authorized | 12,455,497 | 12,455,497 | |||||||||||||||||||
Description of certificate | (i) one certificate representing 8,705,497 shares of common stock, which was issued and delivered to Black Cactus Holdings LLC, and (ii) one certificate representing 3,750,000 shares of common stock, which was supposed to be issued to Black Cactus Holdings LLC, but was reduced to 3,005,025 shares of common stock because the Company did not have enough authorized and unissued shares of common stock to issue all of such shares on the date of issuance. | ||||||||||||||||||||
Number of shares held in escrow | 3,005,025 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 744,975 | 11,710,522 | |||||||||||||||||||
Value of shares issued | $ 74 | $ 1,172 | |||||||||||||||||||
Acquiistion fees | $ 1,245,550 | ||||||||||||||||||||
Description of certificate | the Company issued two certificates representing 8,705,497 shares of common stock and 3,005,025 shares of common stock (refer to Note 12) with an aggregate fair value of $1,171,052 based on the quoted market price on June 29, 2020. On January 18, 2021, the Company issued a certificate representing the remaining 744,975 shares of common stock (refer to Note 12) with a fair value of $74,498 based on the quoted market price on June 29, 2020. | ||||||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 300,000 | 400,000 | |||||||||||||||||||
Value of shares issued | $ 420,000 | ||||||||||||||||||||
Agreement term | 3 years | ||||||||||||||||||||
Employment Agreement [Member] | GBP | |||||||||||||||||||||
Value of shares issued | $ 250,000 | ||||||||||||||||||||
Settlement and General Release Agreement [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 300,000 | ||||||||||||||||||||
Value of shares issued | $ 420,000 | ||||||||||||||||||||
Settlement and General Release Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 300,000 | 300,000 | |||||||||||||||||||
Value of shares issued | $ 420,000 | ||||||||||||||||||||
Software License Agreement [Member] | Charteris Mackie Baillie and Cummins Limited [Member] | |||||||||||||||||||||
Royalty fee | 5.00% | ||||||||||||||||||||
Percentage of shares issued | 60.00% | ||||||||||||||||||||
Par value (in dollars per share) | $ 0.002 | ||||||||||||||||||||
Agreement closing date | Jul. 21, 2020 | ||||||||||||||||||||
Software License Agreement [Member] | Bellridge Capital L.P. [Member] | Minimum [Member] | |||||||||||||||||||||
Line of credit | $ 1,500,000 | ||||||||||||||||||||
Software License Agreement [Member] | Bellridge Capital L.P. [Member] | Maximum [Member] | |||||||||||||||||||||
Line of credit | $ 5,000,000 | ||||||||||||||||||||
Assignment Agreement [Member] | Charteris Mackie Baillie and Cummins Limited [Member] | |||||||||||||||||||||
Line of credit | $ 5,000,000 | ||||||||||||||||||||
Agreement closing date | Jul. 21, 2020 | ||||||||||||||||||||
Transaction cost | $ 250,000 | ||||||||||||||||||||
Waiver Agreement [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 744,975 | 11,710,522 | |||||||||||||||||||
Value of shares issued | $ 74,498 | $ 1,171,052 | |||||||||||||||||||
Waiver Agreement [Member] | Charteris Mackie Baillie and Cummins Limited [Member] | |||||||||||||||||||||
Description of agreement | The Company and CMBC Limited agreed to close the License Agreement dated August 24, 2019 (Note 11(b)) and the Assignment Agreement dated November 15, 2019 (Note 11(c)). | ||||||||||||||||||||
Business Development and Advisory Agreement [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 5,000,000 | ||||||||||||||||||||
Value of shares issued | $ 425,000 | ||||||||||||||||||||
Business Development and Advisory Agreement [Member] | Hodson Ltd ("Hodson") [Member] | |||||||||||||||||||||
Number of shares issued (in shares) | 5,000,000 | ||||||||||||||||||||
Value of shares issued | $ 425,000 |
STOCK (Details Narrative)
STOCK (Details Narrative) - USD ($) | Jan. 26, 2021 | Jan. 25, 2021 | Jan. 18, 2021 | Aug. 24, 2020 | Aug. 14, 2020 | Aug. 04, 2020 | Jul. 21, 2020 | Jul. 09, 2018 | Feb. 14, 2018 | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Oct. 15, 2020 | Apr. 30, 2020 | Nov. 13, 2017 |
Common shares, authorized pre amendment (in shares) | 490,000,000 | 240,000,000 | ||||||||||||||
Common shares, authorized post amendment (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 490,000,000 | |||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, blank check shares | 10,000,000 | |||||||||||||||
Preferred stock, blank check share (in dollars per share) | $ 0.0001 | |||||||||||||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||||||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |||||||||||||
Common stock, issued (in shares) | 1,000,000 | 29,111,660 | 29,111,660 | 8,303,665 | ||||||||||||
Cash proceeds from issuance of common stock | $ 100,000 | $ 100,000 | ||||||||||||||
Common stock, outstanding (in shares) | 29,111,660 | 29,111,660 | 8,303,665 | |||||||||||||
Number of shares issued | 1,644,865 | 407,634 | ||||||||||||||
Value of shares issued | $ 825,722 | $ 70,113 | $ 1,245,550 | |||||||||||||
Amount of convertible note | 140,142 | 10,762 | ||||||||||||||
Loss on conversion of convertible debentures | 685,580 | 59,351 | $ (744,931) | |||||||||||||
Principal amount | 100,000 | 7,769 | ||||||||||||||
Interest expense | $ 40,142 | $ 2,992 | ||||||||||||||
Description of reverse stock split | A reverse stock split of all of the Company’s outstanding shares of common stock, by a ratio of one for twenty (1:20). | |||||||||||||||
Settlement and General Release Agreement [Member] | ||||||||||||||||
Number of shares issued | 300,000 | |||||||||||||||
Value of shares issued | $ 420,000 | |||||||||||||||
Waiver Agreement [Member] | ||||||||||||||||
Number of shares issued | 744,975 | 11,710,522 | ||||||||||||||
Value of shares issued | $ 74,498 | $ 1,171,052 | ||||||||||||||
Business Development and Advisory Agreement [Member] | ||||||||||||||||
Number of shares issued | 5,000,000 | |||||||||||||||
Value of shares issued | $ 425,000 | |||||||||||||||
Employment Agreement [Member] | ||||||||||||||||
Number of shares issued | 300,000 | 400,000 | ||||||||||||||
Value of shares issued | $ 420,000 |
SHARE PURCHASE WARRANTS (Detail
SHARE PURCHASE WARRANTS (Details) - Warrants [Member] | 9 Months Ended |
Jan. 31, 2021$ / sharesshares | |
Class of Warrant or Right Number of Warrants [Roll Forward] | |
Balance, beginning | shares | 4,672,773 |
Issued | shares | |
Balance, ending | shares | 4,672,773 |
Class of Warrant or Right Weighted Average Exercise Price [Roll Forward] | |
Balance, beginning | $ / shares | $ 1.84 |
Issued | $ / shares | |
Balance, ending | $ / shares | $ 1.84 |
SHARE PURCHASE WARRANTS (Deta_2
SHARE PURCHASE WARRANTS (Details 1) - $ / shares | Jan. 31, 2021 | Apr. 30, 2020 | |
Warrants [Member] | |||
Number of warrants | 4,672,773 | 4,672,773 | |
Exercise price | $ 1.84 | $ 1.84 | |
Warrants May 27, 2022 [Member] | |||
Number of warrants | 394,737 | ||
Exercise price | [1] | $ 0.057 | |
Expiry date | May 27, 2022 | ||
Warrants March 29, 2023 [Member] | |||
Number of warrants | 28,036 | ||
Exercise price | $ 2 | ||
Expiry date | Mar. 29, 2023 | ||
Warrants April 5, 2023 [Member] | |||
Number of warrants | 4,250,000 | ||
Exercise price | $ 2 | ||
Expiry date | Apr. 5, 2023 | ||
[1] | The lower of $2.00 and 70% of the lowest traded price of the Company's common stock during the prior 20 consecutive trading days. |
SHARE PURCHASE WARRANTS (Deta_3
SHARE PURCHASE WARRANTS (Details Narrative) | 9 Months Ended |
Jan. 31, 2021 | |
Share Purchase Warrants [Abstract] | |
Weighted average remaining life | 2 years 1 month 6 days |