NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2018 AND 2017
NOTE 1 ORGANIZATION AND GOING CONCERN
Organization
Force Protection Video Equipment Corp., (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida as M Street Gallery, Inc. On September 25, 2013, the Company changed its name to Enhance-Your-Reputation.com, Inc. and changed its business to providing reputation management and enhancement services. On February 2, 2015, the Company changed its name to Force Protection Video Corp. to focus on the sale of mini body video cameras and accessories to consumers and law enforcement.
Going Concern
The Companys financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
During the year ended April 30, 2018, the Company recognized revenue of $159,672 and a net operating loss of $493,802. As of April 30, 2018, the Company had a working capital deficit of $439,798 and an accumulated deficit of $4,029,462.
In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, Cobraxtreme HD Corp. All significant intercompany transactions and balances have been eliminated.
Cobraxtreme HD Corp. was incorporated under the laws of the State of North Carolina on September 19, 2017.
Estimates
The preparation of the Companys financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by managements application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
21
Inventory
The Companys inventory is comprised of finished goods and primarily includes cameras and recording equipment. The Companys inventory is stated at the lower of cost or market and expensed to cost of goods sold upon sale using the average-cost method. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. During the year ended April 30, 2017, the Company recorded $32,207 of lower of costor-market value adjustments and a charge of $24,000 related to prepaid software license fees for an annual resalable software license agreement with a term from April 2016 through April 2017 which included minimum software license fees for salable software that was reduced from prepaid inventory as licenses were sold. During 2017, only a few software licenses were sold and the software license agreement terminated without recourse in April 2017. As a result, the balance became the property of the software vendor and the Company recorded a $24,000 reduction to prepaid inventory and corresponding increase in cost of goods sold.
Accounts Receivable
Accounts receivable are reported at the customers' outstanding balances. The Company does not have a history of significant bad debt and has not recorded any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve.
Leases
The Company recognizes lease assets and liabilities with terms in excess of twelve months on its balance sheet. The Company capitalizes operating lease obligations as a right-of-use asset with a corresponding liability based on the present value of future operating leases.
Property and Equipment
Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. Depreciation for financial statement purposes is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
|
|
|
|
|
Estimated
|
|
|
Useful Lives
|
Vehicles
|
|
5 years
|
Office Equipment
|
|
3 - 5 years
|
Furniture & equipment
|
|
5 - 7 years
|
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. 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 and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.
22
Revenue Recognition
The Company recognizes revenue when (a) pervasive evidence of an arrangement exists (b) products are delivered or services have been rendered (c) the sales price is fixed or determinable, and (d) collection is reasonably assured.
Sales are recorded when products are shipped to customers. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Companys final test procedures and the customers acceptance.
Marketing and Advertising Costs
Marketing and advertising costs are expensed as incurred. The Company recognized $71,016 and $108,603 in marketing and advertising costs during the years ended April 30, 2018 and 2017, respectively.
Stock Based Compensation
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification ASC 718-10 and the conclusions reached by FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
As of April 30, 2018 and 2017, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.
Fair Value of Financial Instruments
The Companys financial instruments consist of cash and cash equivalents and accounts payable and accrued expenses. The carrying amounts of the Companys financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. The Company does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments.
23
Net Income (Loss) Per Share
The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS, if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).
Following is the computation of basic and diluted net loss per share for the years ended April 30, 2018 and 2017:
|
|
|
|
|
|
|
|
|
April 30,
|
|
|
|
2018
|
|
2017
|
Basic and Diluted EPS Computation
|
|
|
|
|
Numerator:
|
|
|
|
|
|
Loss available to common stockholders'
|
|
$
(1,037,066)
|
|
$
(1,517,271)
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
40,926,044
|
|
729,997
|
|
|
|
|
|
|
Basic and diluted EPS
|
|
$
(0.03)
|
|
$
(2.08)
|
|
|
|
|
|
|
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):
|
|
|
|
|
|
|
|
Convertible promissory notes
|
|
1,425,915,102
|
|
6,332,156
|
Concentrations of risk
During the year ended April 30, 2018, two customers accounted for 34.5% (24.1% and 10.4%) of sales. During the year ended April 30, 2017, two customers accounted for 34.1% (26.7% and 7.4%) of sales.
The Company relies on third parties for
the supply and manufacture of its capture devices, some of which are sole-source suppliers. The Company believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Company periodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufacture agreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its products to its customers on time, if at all. During the year ended April 30 2018, four suppliers accounted for 62.6% (19.2%, 16.9%, 14.3% and 12.2%) of the Companys inventory purchases. During the year ended April 30 2017, two suppliers accounted for 82.1% (72.5% and 9.6%) of the Companys inventory purchases.
24
Recent Accounting Pronouncements
In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-11,
Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815).
The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect adoption of ASU 2017-11 to have a material impact on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment awards require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company does not expect adoption of ASU 2017-09 to have a material impact on its consolidated financial statements.
In March 2016, the FASB issued
authoritative guidance under
ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718), which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company does not expect adoption of ASU 2016-09 to have a material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. Subsequently, the FASB issued the following accounting standard updates related to Topic 606, Revenue from Contracts with Customers:
ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations.
ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and its licensing.
ASUs 2016-12 and 2016-20, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, and Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively, issued in May and December 2016, respectively. These ASUs do not change the core principle of revenue recognition in Topic 606 but clarify the implementation guidance on a few narrow areas and add some practical expedients to the guidance.
25
The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has evaluated the new standard and intends to elect the modified retrospective method of adoption beginning on May 1, 2018. The Company does not expect adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Companys previous fiscal year may be applicable to the Company, the Company has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its consolidated financial statements.
NOTE 3 - FIXED ASSETS
Fixed assets consisted of the following:
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|
|
|
|
|
|
April 30,
|
|
|
2018
|
|
2017
|
Vehicles
|
|
$
7,654
|
|
$
15,376
|
Furniture and fixtures
|
|
10,936
|
|
6,212
|
Computers and office equipment
|
|
4,226
|
|
2,480
|
Leasehold improvements
|
|
1,775
|
|
-
|
Total fixed assets
|
|
24,591
|
|
24,068
|
Accumulated depreciation
|
|
(7,922)
|
|
(5,272)
|
Total fixed assets
|
|
$
16,669
|
|
$
18,796
|
During the years ended April 30, 2018 and 2017, the Company recognized $5,224 and $4,796, respectively, in depreciation expense. Additionally, during the year ended April 30, 2018, the Company sold a vehicle for proceeds of $4,500 and recorded a loss on the sale of $648.
NOTE 4 CONVERTIBLE PROMISSORY NOTES
Following is a summary of the Companys outstanding convertible promissory notes as of April 30, 2018:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current/
|
|
|
|
|
|
|
|
|
|
|
Amended
|
|
Current Balances
|
|
|
Lender
|
|
Issue Date
|
|
Maturity Date
|
|
Principle
|
|
Interest
|
|
Total
|
RDW Capital, LLC Note 3
|
|
3/10/2016
|
|
9/10/16
|
|
$
792
|
|
$
-
|
|
$
792
|
RDW Capital, LLC Note 4
|
|
5/13/2016
|
|
11/13/16
|
|
-
|
|
4,540
|
|
4,540
|
RDW Capital, LLC Note 5
|
|
5/20/2016
|
|
11/20/16
|
|
-
|
|
2,742
|
|
2,742
|
RDW Capital, LLC Note 6
|
|
8/22/2016
|
|
2/22/17
|
|
-
|
|
889
|
|
889
|
RDW Capital, LLC Note 7
|
|
9/1/2016
|
|
2/1/18
|
|
25,701
|
|
15,074
|
|
40,775
|
RDW Capital, LLC Note 8
|
|
2/6/2017
|
|
2/1/18
|
|
15,975
|
|
5,512
|
|
21,487
|
RDW Capital, LLC Note 9
|
|
3/30/2017
|
|
2/1/18
|
|
78,750
|
|
7,243
|
|
85,993
|
RDW Capital, LLC Note 10
|
|
4/26/2017
|
|
2/1/18
|
|
-
|
|
7,510
|
|
7,510
|
RDW Capital, LLC Note 11
|
|
5/30/2017
|
|
2/1/18
|
|
81,375
|
|
6,288
|
|
87,663
|
RDW Capital, LLC Note 12
|
|
8/7/2017
|
|
2/7/18
|
|
52,500
|
|
3,197
|
|
55,697
|
Power Up Lending Gp Note 1
|
|
10/20/2017
|
|
7/30/18
|
|
66,030
|
|
4,554
|
|
70,584
|
Power Up Lending Gp Note 2
|
|
11/16/2017
|
|
8/30/18
|
|
36,000
|
|
2,006
|
|
38,006
|
Power Up Lending Gp Note 3
|
|
1/5/2018
|
|
10/10/18
|
|
38,000
|
|
1,464
|
|
39,464
|
Power Up Lending Gp Note 3
|
|
3/5/2018
|
|
12/15/18
|
|
33,000
|
|
613
|
|
33,613
|
Adar Note 1
|
|
3/5/2018
|
|
3/5/19
|
|
52,500
|
|
648
|
|
53,148
|
Totals
|
|
|
|
|
|
$
480,623
|
|
$
62,281
|
|
$
542,904
|
Debt discount balance
|
|
|
|
|
|
(21,225)
|
|
|
|
|
Balance sheet balances
|
|
|
|
|
|
$
459,398
|
|
|
|
|
26
Following is a summary of the Companys outstanding convertible promissory notes as of April 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Balances
|
|
|
Lender
|
|
Issue Date
|
|
Maturity
|
|
Principle
|
|
Interest
|
|
Total
|
RDW Capital, LLC Note 3
|
|
3/10/2016
|
|
9/10/16
|
|
$
792
|
|
$
-
|
|
$
792
|
RDW Capital, LLC Note 4
|
|
5/13/2016
|
|
11/13/16
|
|
-
|
|
4,540
|
|
4,540
|
RDW Capital, LLC Note 5
|
|
5/20/2016
|
|
11/20/16
|
|
-
|
|
2,742
|
|
2,742
|
RDW Capital, LLC Note 6
|
|
8/22/2016
|
|
2/22/17
|
|
31,674
|
|
8,291
|
|
39,965
|
RDW Capital, LLC Note 7
|
|
9/1/2016
|
|
3/1/17
|
|
157,500
|
|
8,664
|
|
166,164
|
RDW Capital, LLC Note 8
|
|
2/6/2017
|
|
8/5/17
|
|
48,412
|
|
1,477
|
|
49,889
|
RDW Capital, LLC Note 9
|
|
3/30/2017
|
|
9/29/17
|
|
78,750
|
|
544
|
|
79,294
|
RDW Capital, LLC Note 10
|
|
4/26/2017
|
|
10/26/17
|
|
110,000
|
|
98
|
|
110,098
|
Totals
|
|
|
|
|
|
$
427,128
|
|
$
26,356
|
|
$
453,484
|
Debt discount balance
|
|
|
|
|
|
(286,159)
|
|
|
|
|
Balance sheet balances
|
|
|
|
|
|
$
140,969
|
|
|
|
|
During the year ended April 30, 2018, the company determined that each convertible promissory note conversion feature will be settled with a fixed monetary value at settlement and is classified as a liability. Thus, the conversion feature of the notes meets the scope under FASB Accounting Standards Codification ("ASC") 480-10-25-14 Distinguishing Liabilities from Equity.
RDW Capital, LLC
On November 12, 2015, the Company entered into a Securities Purchase Agreement (RDW SPA 1) with RDW Capital, LLC (RDW), a Florida limited liability company. On November 12, 2015, the Company and RDW entered into the First Amended Securities Purchase Agreement. On November 12, 2015, the Company and RDW entered into the Second Amended Securities Purchase Agreement. On February 17, 2016, the Company and RDW entered into the Third Amended Securities Purchase Agreement. On February 17, 2016, the Company and RDW entered into the Fourth Amended Securities Purchase Agreement. On May 9, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 2). On August 22, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 3). On September 1, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 4). On March 31, 2017, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 5). On August 8, 2017, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 6). RDW SPA 1, amendments thereto, RDW SPA 2, RDW SPA 3, RDW SPA 4, RDW SPA 5 and RDW SPA 6 may hereinafter be referred to collectively as, the RDW SPAs.
RDW Note 3
- In connection with RDW SPA 1 and amendments thereto, on March 10, 2016, the Company issued to RDW a convertible note (RDW Note 3) due on September 10, 2016 in the principal amount of $210,000 of which the Company received proceeds of $180,000 after payment of a $10,000 OID and due diligence fees totaling $20,000.
As of April 30, 2018, RDW Note 3 was converted into stock down to a principal balance of $792.
During the years ended April 30, 2018 and 2017, the Company recognized no interest expense.
RDW Note 4
- In connection with RDW SPA 2, on May 13, 2016, the Company issued to RDW a convertible note (RDW Note 4) due on November 13, 2016 in the principal amount of $105,000 of which the Company received proceeds of $82,500 after payment of a $5,000 OID, $7,500 of legal fees and $10,000 of due diligence fees.
27
RDW Note 4 principle was discounted for the value of the OID, legal fees due diligence fees and intrinsic value of the beneficial conversion feature (the BCF). The calculated intrinsic value was $70,000. As this amount resulted in a total BCF debt discount that was less than RDW Note 4 principal, the full $70,000 discount was recognized. The resulting $92,500 discount was accreted over the 6 month term of RDW Note 4 through November 13, 2016.
As of April 30, 2018, RDW Note 4 was converted into stock down to an interest payable balance of $4,540. During the year ended April 30, 2018, no note conversions to stock were made. During the year ended April 30, 2017, $105,000 of principal was converted into 562,249 shares of stock.
During the years ended April 30, 2018 and 2017, the Company recognized $0 and $4,540, respectively, of interest expense.
RDW Note 5
- In connection with RDW SPA 2, on May 20, 2016, the Company issued to RDW a convertible note (RDW Note 5) due on November 20, 2016 in the principal amount of $52,500 of which the Company received proceeds of $45,000 after payment of a $2,500 OID and $5,000 of due diligence fees.
RDW Note 5 principle was discounted for the value of the OID, due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $35,000. As this amount resulted in a total BCF debt discount that was less than RDW Note 5 principal, the full $35,000 BCF discount was recognized. The resulting $42,500 discount was accreted over the 6 month term of RDW Note 5 through November 20, 2016.
As of April 30, 2018, RDW Note 5 was converted into stock down to an interest payable balance of $2,742. During the year ended April 30, 2018, no note conversions to stock were made. During the year ended April 30, 2017, $52,500 of principal was converted into 116,769 shares of stock.
During the years ended April 30, 2018 and 2017, the Company recognized $0 and $2,742, respectively, of interest expense.
RDW Note 6
- In connection with RDW SPA 3, on August 22, 2016, the Company issued to RDW a convertible note (RDW Note 6) due on February 22, 2017 in the principal amount of $157,500 of which the Company received proceeds of $130,000 after payment of a $7,500 OID and legal and due diligence fees totaling $20,000.
RDW Note 6 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $105,000. As this amount resulted in a total BCF debt discount that was less than RDW Note 6 principal, the full $105,000 BCF discount was recognized. The resulting $132,500 discount was accreted over the 6 month term of RDW Note 6 through February 22, 2017.
During the years ended April 30, 2018 and 2017, the Company recognized -$186 and $8,291, respectively, of interest expense. During years ended April 30, 2018 and 2017, the Company recognized $0 and $132,500, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 6 principal into shares of common stock beginning in March 2017. During years ended April 30, 2018 and 2017, RDW converted $38,890 into 4,919,733 shares and $125,826 into 474,212 shares, respectively.
RDW Note 7
In connection with RDW SPA 4 under which RDW agreed to purchase an aggregate of up to $367,500 in principal amount of notes, on September 1, 2016, the Company issued to RDW a convertible note (RDW Note 7) due on March 1, 2017 in the principal amount of $157,500 of which the Company received proceeds of $130,000 after payment of a $7,500 OID and legal and due diligence fees totaling $20,000. The second tranche for $210,000 will occur on the date that is two trading days from the date a registration statement is declared effective by the SEC. On November 30, 2017, the Company and RDW agreed to amend RDW Note 7 to extend the Maturity Date to February 1, 2018. On March 16, 2018, the Company and RDW agreed to amend RDW Note 7 to extend the Maturity Date to October 31, 2018.
RDW Note 7 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $105,000. As this amount resulted in a total BCF debt discount that was less than RDW Note 7 principal, the full $105,000 discount was recognized. The resulting $132,500 discount was accreted over the 6 month term of RDW Note 7 through March 1, 2017.
28
During the years ended April 30, 2018 and 2017, the Company recognized $6,410 and $8,664, respectively, of interest expense. During the year ended April 30, 2017, the Company recognized $132,500 of accretion related to the debt discount which was fully accreted as of April 30, 2017. RDW began converting the RDW Note 7 principal into shares of common stock beginning in May 2017. During the year ended April 30, 2018 and 2017, RDW converted $131,800 into 24,585,900 shares. No conversions occurred in 2017.
RDW Note 8
In connection with RDW SPA 4, on February 6, 2017, the Company issued to RDW a convertible note (RDW Note 8) due on August 5, 2017 in the principal amount of $210,000 of which the Company received proceeds of $180,000 after payment of a $10,000 OID and legal and due diligence fees totaling $20,000. On November 30, 2017, the Company and RDW agreed to amend RDW Note 8 to extend the Maturity Date to February 1, 2018. On March 16, 2018, the Company and RDW agreed to amend RDW Note 8 to extend the Maturity Date to October 31, 2018.
RDW Note 8 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $217,000. As this amount resulted in a total debt discount that exceeded RDW Note 8 principal, the discount recorded for the BCF was limited to the principal amount of RDW Note 8. The resulting $210,000 discount was accreted over the 6 month term of RDW Note 8 through August 5, 2017.
During the years ended April 30, 2018 and 2017, the Company recognized $4,035 and $1,477, respectively, of interest expense and $113,167 and $96,833, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 8 principal into shares of common stock beginning in February 2017. During the years ended April 30, 2018 and 2017, RDW converted $32,437 into 53,560,000 shares and $$161,588 into 279,999 shares, respectively.
RDW Note 9
In connection with RDW SPA 5, on March 30, 2017, the Company issued to RDW a convertible note (RDW Note 9) due on September 29, 2017 in the principal amount of $78,750 of which the Company received proceeds of $62,500 after payment of a $3,750 OID and legal and due diligence fees totaling $12,500. On November 30, 2017, the Company and RDW agreed to amend RDW Note 9 to extend the Maturity Date to February 1, 2018. On March 16, 2018, the Company and RDW agreed to amend RDW Note 9 to extend the Maturity Date to October 31, 2018.
RDW Note 9 principle was discounted for the value of the OID, fees and intrinsic value of the BCF. The calculated intrinsic value was $72,000. As this amount resulted in a total debt discount that exceeded RDW Note 9 principal, the discount recorded for the BCF was limited to the principal amount of RDW Note 9. The resulting $78,750 discount was accreted over the 6 month term of RDW Note 9 through September 29, 2017.
During the years ended April 30, 2018 and 2017, the Company recognized $6,699 and $544, respectively, of interest expense and $65,410 and $13,340, respectively, of accretion related to the debt discount.
RDW Note 10
In connection with RDW SPA 5, on April 26, 2017, the Company issued to RDW a convertible note (RDW Note 10) due on October 26, 2017 in the principal amount of $110,000 of which the Company received proceeds of $90,000 after payment of a $10,000 OID and legal fees totaling $10,000. On November 30, 2017, the Company and RDW agreed to amend RDW Note 10 to extend the Maturity Date to February 1, 2018. On March 16, 2018, the Company and RDW agreed to amend RDW Note 10 to extend the Maturity Date to October 31, 2018.
RDW Note 10 principle was discounted for the value of the OID, fees and intrinsic value of the BCF. The calculated intrinsic value was $134,000. As this amount resulted in a total debt discount that exceeded RDW Note 10 principal, the discount recorded for the BCF was limited to the principal amount of RDW Note 10. The resulting $110,000 discount was accreted over the 6 month term of RDW Note 10 through October 26, 2017.
During the years ended April 30, 2018 and 2017, the Company recognized $7,412 and $98, respectively, of interest expense and $107,582 and $2,418, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 10 principal into shares of common stock beginning in December 2017. During the year ended April 30, 2018, RDW converted $110,000 into 100,218,200 shares.
29
RDW Note 11
In connection with RDW SPA 5, on May 30, 2017, the Company issued to RDW a convertible note (RDW Note 11) due on November 30, 2017 in the principal amount of $81,375 of which the Company received proceeds of $65,000 after payment of a $3,875 OID and legal and due diligence fees totaling $12,500. On November 30, 2017, the Company and RDW agreed to amend RDW Note 11 to extend the Maturity Date to February 1, 2018. On March 16, 2018, the Company and RDW agreed to amend RDW Note 11 to extend the Maturity Date to October 31, 2018.
RDW Note 11 principle was discounted for the value of the OID and issuance fees. The BCF intrinsic value was $102,000. As this amount resulted in a BCF that exceeded RDW Note 11 proceeds, accretion of the BCF was limited to $65,000 which was accreted over the 6 month term of RDW Note 11 through November 30, 2017.
During the year ended April 30, 2018, the Company recognized $6,288 of interest expense and $81,375 of accretion related to the debt discount and BCF.
RDW Note 12
In connection with RDW SPA 6, on August 7, 2017, the Company issued to RDW a convertible note (RDW Note 12) due on February 7, 2018 in the principal amount of $52,500 of which the Company received proceeds of $46,000 after payment of a $2,500 OID and legal and due diligence fees totaling $4,000. On March 16, 2018, the Company and RDW agreed to amend RDW Note 12 to extend the Maturity Date to October 31, 2018.
RDW Note 12 principle was discounted for the value of the OID and issuance fees. The BCF intrinsic value was $107,283. As this amount resulted in a BCF that exceeded RDW Note 12 proceeds, accretion of the BCF was limited to 46,000which was accreted over the 6 month term of RDW Note 12 through February 7, 2018.
During the year ended April 30, 2018, the Company recognized $3,197 of interest expense and $52,500 of accretion related to the debt discount and BCF.
RDW Note 1 through RDW Note 12 may hereinafter be referred to collectively as, the
RDW Notes
.
The RDW Notes have the following terms and conditions:
·
The principal amount outstanding accrues interest at a rate of eight percent (8%) per annum.
·
Interest is due and payable on each conversion date and on the Maturity Date.
·
At any time, at the option of the holder, the RDW notes are convertible, into shares of the Companys common stock at a conversion price equal to sixty percent (60%) of the lowest traded price of the Companys common stock in the twenty (20) days prior to the conversion date, at any time, at the option of the holder (the Conversion Price).
· T
he
RDW Notes are unsecured obligations.
·
The Company may prepay the RDW Notes in whole or in part at any time with ten (10) days written notice to the holder for the sum of the outstanding principal and interest multiplied by one hundred and thirty percent (130%). RDW may continue to convert the notes from the date of the notice of prepayment until the date of prepayment.
·
Default interest of twenty-four percent (24%) per annum.
·
Interest on overdue accrued and unpaid interest will incur a late fee of the lower of eighteen percent (18%) per annum or the maximum rate permitted by law.
·
Upon an event of default, RDW may accelerate the outstanding principal, plus accrued and unpaid interest, and other amounts owing through the date of acceleration (
“
Acceleration
”
).
·
Upon Acceleration, the amount due will be one hundred thirty percent (130%) of the outstanding principal amount of the Note and accrued and unpaid interest, together with payment of all other amounts, costs, expenses and liquidated damages.
·
In the event the Company defaults, at the request of the holder, the Company must pay one hundred fifty percent (150%) of the outstanding balance plus accrued interest and default interest.
·
The Company must reserve three (3) times the amount of shares necessary for the issuance of common stock upon conversion.
30
·
Conversions of the RDW Notes shall not be permitted if such conversion will result in the holder owning more than four point ninety-nine percent (4.99%) of the Company
’
s common shares outstanding after giving effect to such conversion.
In total, during the years ended April 30, 2018 and 2017, the Company recognized $33,856 and $29,201, respectively, of interest expense and $420,034 and $664,384, respectively, of accretion related to the debt discount of the RDW Notes.
In total, during the year ended April 30, 2018, RDW converted $313,126 of RDW Note principal and interest into 183,283,833 shares of common stock.
Power Up Lending Group Ltd.
Power Up Note 1
On October 20, 2017 the Company sold and Power Up Lending Group, Ltd. (Power Up) purchased a 12% convertible note in the principal amount of $70,000 (the Power Up Note 1) of which the Company received $60,300 after payment of legal fees. The Power Up Note 1 matures on July 30, 2018.
The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Power Up Note 1 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $44,754 and is being accreted over the 10 month term of the Power Up Note 1 through July 30, 2018.
During the year ended April 30, 2018, the Company recognized interest expense of $4,554 and $36,945 of accretion. Power Up began converting the Power Up Note 1 principal into shares of common stock beginning in April 2018. During the year ended April 30, 2018, RDW converted $3,970 into 9,232,558 shares.
Power Up Note 2
On November 16, 2017 the Company sold and Power Up purchased a 12% convertible note in the principal amount of $36,000 (the Power Up Note 2) of which the Company received $30,000 after payment of legal fees. The Power Up Note 2 matures on August 30, 2018.
The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Power Up Note 2 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $23,016 and is being accreted over the 9.5 month term of the Power Up Note through August 30, 2018.
During the year ended April 30, 2018, the Company recognized interest expense of $2,006 and $16,682 of accretion.
Power Up Note 3
On January 5, 2018 the Company sold and Power Up purchased a 12% convertible note in the principal amount of $38,000 (the Power Up Note 3) of which the Company received $32,000 after payment of legal fees. The Power Up Note 3 matures on October 10, 2018.
The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Power Up Note 3 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $24,295 and is being accreted over the 10 month term of the Power Up Note through October 10, 2018.
During the year ended April 30, 2018, the Company recognized interest expense of $1,464 and $12,532 of accretion.
Power Up Note 4
On January 5, 2018 the Company sold and Power Up purchased a 12% convertible note in the principal amount of $33,000 (the Power Up Note 4) of which the Company received $27,500 after payment of legal fees. The Power Up Note 4 matures on December 15, 2018.
The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Power Up Note 4 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $21,098 And is being accreted over the 9 month term of the Power Up Note 4 through December 15, 2018.
31
During the year ended April 30, 2018, the Company recognized interest expense of $613 and $5,227 of accretion.
Power Up Note 1 through Power Up Note 4 may hereinafter be referred to collectively as, the
Power Up Notes
.
The Power Up Notes have identical terms and conditions, including convertibility into common stock, at Power Ups option any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Power Up Note, at a price for each share of common stock equal to 61% of the average of the lowest two (2) trading prices during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Power Up effect a conversion if such conversion results in Power Up beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Power Up Notes and accrued interest may be prepaid within the 180 day period following the issuance date at an amount equal to 115% - 140% of the outstanding principle and unpaid interest. After expiration of the 180 days, the Power Up Note may not be prepaid. Any principal and interest unpaid when due shall bear interest at 22%. Upon the occurrence of an event of default the balance of principle and interest shall become immediately due at the default amount which is equal to the sum of the unpaid principal and unpaid interest multiplied by 150%.
Adar Note 1
- On March 5, 2018 the Company entered into a Securities Purchase Agreement with Adar Bays, LLC (Adar) providing for the purchase of a Convertible Promissory Note in the principal amount of $52,500 (the "Adar Note 1"); and two Collateralized Secured Promissory Notes also in the amount of $52,500 each (the Adar Collateralized Notes) and the delivery by the Registrant of two Back End Notes payable to Adar each in the principal amount of $52,500. The first $52,500 financing closed on March 5, 2018 with the Company receiving net proceeds of $43,500 after payment of legal fees of $6,500 and a 5%, or $2,500 original issue discount.
Adar Note 1 bears interest at the rate of 8% per annum. All interest and principal must be repaid on or before March 5, 2019. After six months, Adar Note 1 is convertible into common stock, at Adar's option, at a 40% discount to the average of the twenty lowest closing prices of the Registrants common stock during the 20 consecutive trading days prior to conversion. The two Adar Collateralized Notes may only be converted by Adar in the event they are paid in full. In addition, the Adar Note 1 contains pre-payment penalties. The Registrant is only required to make payments on the Back End Notes if Adar funds the Collateralized Notes.
Adar has agreed to restrict its ability to convert the Adar Note 1 and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Adar Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Adar Note also provides for penalties and rescission rights if the Company does not deliver shares of its common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 24%.
The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Adar Note 1 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $82,809. As this amount exceeds the Adar Note 1 proceeds, accretion of the BCF was limited to$43,500 which is being accreted over the 12 month term of the Adar Note 1 through March 5, 2019.
During the year ended April 30, 2018, the Company recognized interest expense of $648 and $8,055 of accretion.
NOTE 5 COMMITMENTS AND CONTINGENCIES
Product Warranties
The Companys manufacturer(s) provide the Company with a 2 year warranty. The Company products are sold with a 1 year manufacturers warranty. The Company offers a 1 year extended warranty for a fee. The extended warranty expires at the end of the second year from the date of purchase with warranty costs during the two year period being born by the manufacturer. As a result, the Company has no, or limited warranty liability exposure.
32
Operating Leases
On November 15, 2017, the Company entered into a lease of office space at 1600 Olive Chapel Road, Apex, North Carolina 27502. The lease expires on November 30, 2020 and includes an option to extend the lease an additional term or three years. Rent is $1,650 per month and is increased each anniversary by 3%. The Company paid a $1,650 security deposit. The Company has adopted ASC 2016-2; Leases (Topic 842). As a result, the Company is required to estimate and record the right of use asset (ROU Asset) and lease liability on the face of The Companys balance sheet. The Company determined the ROU Asset and lease liability to be $51,063 which compares to the total payments of the initial three year term of $61,200. The company determined that there was no discount rate implicit in the lease. Thus, the Company used its incremental borrowing rate of 12% to discount the lease payments in the determination of the ROU asset and lease liability.
On March 21, 2015, the Company entered into a lease of office space at 130 Iowa Lane, Suite 102, Carry, North Carolina 27511. During January, 2018, the Company moved and this lease was terminated with no further obligations
The Company has no other non-cancelable operating leases. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of April 30, 2018:
Fiscal Year
2019
$20,048
2020
$20,649
2021
$12,253
$52,950
As of April 30, 2018, total operating lease liability was as follows:
Undiscounted cash flows
$20,048
Less unamortized interest
(7,699)
Total operating lease liability
$45,251
During the year ended April 30, 2018 and 2017, operating lease expense for rent for office space totaled $17,119 and $14,776, respectively.
NOTE 6 REDEEMABLE PREFERRED STOCK AND STOCKHOLDER'S EQUITY
Redeemable Preferred Stock
As of April 30, 2018 and 2017, there were 5,000,000 and 1,000,000 shares of par value $0.0001, Series A Preferred Stock outstanding. The Preferred Stock pays no dividends and has no conversion rights into common stock. Each share of Preferred Stock is entitled to 200 votes per share and is redeemable in whole, but not in part, at the option of the holder for $0.0001 per share.
During the year ended
April 30, 2018
, the Company issued 4,000,000 shares of Series A Preferred Stock to Paul Feldman, CEO in exchange for $4,000. Each Series A preferred share is entitled to 200,000 (i.e., 200:1) votes per share and carries no right of conversion into shares of common stock.
Common Stock
As of April 30, 2018 and 2017, there were 194,415,754 and 1,698,494 shares of common stock outstanding, respectively.
On January 19, 2016, the Company amended its Articles of Incorporation to increase its authorized common stock from 50,000,000 shares to 250,000,000 shares and authorized the creation of 1,000,000 shares of Series A preferred stock with each share being entitled to 200,000 (i.e., 200:1) votes per share and with no right of conversion into shares of common stock.
On September 8, 2016, the Company amended its Articles of Incorporation to increase its authorized common stock from 250,000,000 shares to 750,000,000 shares and to increase its authorized Series A Preferred Stock from 1,000,000 shares to 5,000,000 shares.
On March 31, 2017, the Company amended its Articles of Incorporation to affect a 1:250 reverse stock split which became effective on April 24, 2017. The stock split is reflected retrospectively as of May 1, 2016.
33
On December 8, 2017, the Company amended its Articles of Incorporation to increase its authorized common stock from 750,000,000 shares to 2,000,000,000 shares and to increase its authorized Series A Preferred Stock from 5,000,000 shares to 15,000,000 shares.
On May 17, 2018, the Company filed its Amended Articles of Incorporation which increased its authorized common stock to 20,000,000,000 shares and it Series A Preferred to 20,000,000 shares, with no changes in par value. The increase in the common stock was made necessary because of the reserves required by the Companys holders of convertible notes.
During the year ended
April 30, 2018
, the Company issued 1) 192,516,391 shares of common stock in exchange for convertible notes totaling $317,096; 2) 100,000 shares in exchange for $600 and 3) 100,000 shares in exchange for services valued at $600.
During the year ended
April 30, 2017
, the Company issued 1,527,931 shares of common stock in exchange for convertible notes totaling $755,402, and issued 8,423 shares of common stock valued at $20,000 as fees related to the issuance of certain RDW Notes.
NOTE 7 INCOME TAXES
No provision for income taxes was recorded in the periods presented due to tax losses incurred in each period. As of April 30, 2018 and 2017, the Company had net operating loss carry forwards of approximately $2,003,233 and $1,467,711, respectively, for income tax reporting purposes.
|
|
|
|
|
|
|
|
|
April 30,
|
|
|
2018
|
|
2017
|
|
2014
|
Deferred tax assets:
|
|
|
|
|
|
|
Net operating loss carryforwards
|
$
2,003,233
|
|
$
1,467,711
|
|
$
58,864
|
|
Statutory tax rate
|
21%
|
|
21%
|
|
34%
|
Gross deferred tax assets
|
420,679
|
|
308,219
|
|
20,014
|
Valuation allowance
|
(420,679)
|
|
(308,219)
|
|
(20,014)
|
Net deferred tax asset
|
$
-
|
|
$
-
|
|
$
-
|
|
|
|
|
|
|
|
Net Loss
|
1,125,659
|
|
1,318,629
|
|
|
|
Stock comp
|
9,075
|
|
635,000
|
|
|
|
Accretion
|
273,403
|
|
24,759
|
|
|
|
meals and ent
|
6,358
|
|
3,157
|
|
|
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended April 30, 2018 and 2017 is as follows:
|
|
|
|
|
April 30,
|
|
2018
|
|
2017
|
Federal Statutory Rate
|
$
(217,784)
|
|
$
(318,627)
|
Nondeductible expenses
|
105,324
|
|
150,768
|
Change in allowance on deferred tax assets
|
(112,460)
|
|
(167,859)
|
|
$
-
|
|
$
-
|
The valuation allowance for deferred tax assets as of April 30, 2018 and 2017 was $112,460 and $80,969, respectively. The net change in the total valuation allowance for the year ended April 30, 2018 was an increase of $112,460. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset.
34
The Company's U.S. federal net operating loss carry forward ("NOL") will expire in years 2033 through 2037; $15,616 of which will expire April 30, 2032, $38,259 on April 30, 2033, $62,999 on April 30, 2034, $551,509 on April 30, 2035, $799,328 on April 30, 2036 and $535,522 on April 30, 2037. Utilization of the NOL is subject to annual limitations under Internal Revenue Code Sections 382 and 383, respectively, as a result of significant changes in ownership, private placements and debt conversions. Subsequent significant equity changes, could further limit the utilization of the NOL. The annual limitations have not yet been determined; however, when the annual limitations are determined, the gross deferred tax assets for the NOL will be reduced with a reduction in the valuation allowance of a like amount.
The Company has adopted the accounting guidance related to uncertain tax positions, and has evaluated its tax positions and believes that all of the positions taken by the Company in its federal and state tax returns are more likely than not to be sustained upon examination. The Company returns are subject to examination by federal and state taxing authorities generally for three years after they are filed.
As of April 30, 2018 and 2017, there were no unrecognized tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits.
The Company does not anticipate that the total amount of unrecognized tax benefits will change significantly in the next twelve months.
The Companys tax returns are subject to examination by the federal and state tax authorities for years ended April 30, 2015 through 2018.
NOTE 9 RECLASSIFICATIONS
Due to the Companys Preferred Stock containing a redemption feature at the option of the holder, the Company reclassified the purchase price of the Preferred Stock from Preferred Stock and additional paid-in-capital (APIC) to the mezzanine section of the balance sheet. This reclassification amounted to $5,000 and $1,000 as of April 30, 2018 and 2017, respectively.
NOTE 10 SUBSEQUENT EVENTS
On May 17, 2018, the Company filed its Amended Articles of Incorporation which increased its authorized common stock to 20,000,000,000 shares and it Series A Preferred to 20,000,000 shares, with no changes in par value. The increase in the common stock was made necessary because of the reserves required by the Companys holders of convertible notes.
Subsequent to April 30
, 2018
, RDW converted $27,906 of convertible note principal into 156,200,000 shares of common stock.
Subsequent to April 30
, 2018
, Power Up converted $71,674 of convertible note principal into 255,801,868 shares of common stock.
35