Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2015

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number 000-54524

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

(Name of small business issuer in its charter)

Nevada		30-0678378
(State of incorporation)		(I.R.S. Employer Identification No.)

10 West Broadway, Suite 700

Salt Lake City UT 84101

(Address of principal executive offices)

(385) 212-3305

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	o	Accelerated Filer	o

Non-Accelerated Filer	o	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes xNo

As of September 14, 2015, there were 1,856,671 shares of the registrant’s $0.001 par value common stock issued and outstanding.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.*

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	2
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4.	CONTROLS AND PROCEDURES	14

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.	MINE SAFETY DISCLOSURES	15
ITEM 5.	OTHER INFORMATION	15
ITEM 6.	EXHIBITS	15

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Appiphany Technologies Holdings Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “APHD”, “we”, “us” and “our” are references to Appiphany Technologies Holdings Corp.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Financial Statements

For the Three Months Ended July 31, 2015

Condensed Consolidated Balance Sheets (unaudited)	4
Condensed Consolidated Statements of Operations (unaudited)	5
Condensed Consolidated Statements of Cash Flows (unaudited)	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	7

APPIPHANY TECHNOLOGIES HOLDINGS CORP. Condensed Consolidated Balance Sheets (Expressed in US dollars)
	July 31, 2015 $			April 30, 2015 $
	(unaudited)
ASSETS

Current Assets

Prepaid expense		–			126

Total Assets		–			126

LIABILITIES

Current Liabilities

Accounts payable and accrued liabilities		137,498			124,655
Due to related parties		29,310			28,284
Convertible debenture, net of unamortized discount of $nil and $6,982, respectively		82,865			75,883
Derivative liability		158,385			357,985

Total Liabilities		408,058			586,807

STOCKHOLDERS’ DEFICIT

Preferred stock
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares		–			–

Common stock
Authorized: 250,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 1,856,671 common shares		1,857			1,857

Additional paid-in capital		1,077,315			1,077,315

Accumulated deficit		(1,487,230	)		(1,665,853	)

Total Stockholders’ Deficit		(408,058	)		(586,681	)

Total Liabilities and Stockholders’ Deficit		–			126

(The accompanying notes are an integral part of these condensed consolidated financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP. Condensed Consolidated Statements of Operations (Expressed in US dollars) (unaudited)
	For the three months ended July 31, 2015 $			For the three months ended July 31, 2014 $

Revenues		–			228


Operating Expenses

Consulting fees		–			1,750
General and administrative		(1,661	)		4,973
Management fees		–			15,000
Professional fees		12,299			11,236

Total Operating Expenses		10,638			32,959

Net loss before other expense		(10,638	)		(32,731	)

Other Income (Expense)
Accretion of discount on convertible notes payable		(6,982	)		(4,961	)
Financing cost		(126	)		(1,017	)
Interest expense		(3,231	)		(3,023	)
Gain (loss) on change in fair value of derivative liability		199,600			(51,262	)

Total Other Income (Expense)		189,261			(60,263	)

Net Income (Loss)		178,623			(92,994	)
Net Income (Loss) Per Share, Basic		0.10			(0.67	)

Net Income (Loss) Per Share, Diluted		0.00			(0.67	)
Weighted Average Shares Outstanding – Basic		1,856,671			139,543
Weighted Average Shares Outstanding – Diluted		46,332,464			139,543

(The accompanying notes are an integral part of these condensed consolidated financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP. Condensed Consolidated Statements of Cash Flows (Expressed in US dollars) (unaudited)
	For the three months ended July 31, 2015 $			For the three months ended July 31, 2014 $

Operating Activities

Net income (loss)		178,623			(92,994	)

Adjustments to reconcile net loss to net cash provided by operating activities:

Accretion of discount on convertible debt payable		6,982			4,961
Financing costs		126			1,017
Loss (gain) on change in fair value of derivative liability		(199,600	)		51,262

Changes in operating assets and liabilities:

Accounts receivable		–			(161	)
Accounts payable and accrued liabilities		12,218			(8,593	)
Accrued compensation		–			15,000

Net Cash Used In Operating Activities		(1,651	)		(29,508	)

Financing Activities

Proceeds from convertible debenture		–			73,000
Proceeds from related party		1,651			–
Repayment on related party payable		–			(14,500	)

Net Cash Provided by Financing Activities		1,651			58,500

Increase in Cash		–			28,992

Cash – Beginning of Period		–			5,202

Cash – End of Period		–			34,194

Supplemental Disclosures

Interest paid		–			–
Income tax paid		–			–

Non-cash investing and financing activities

Common stock issued for conversion of convertible debentures		–			57,394

(The accompanying notes are an integral part of these condensed consolidated financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

1.	Nature of Operations and Continuance of Business

Appiphany Technologies Holdings Corp. (“the Company”) was incorporated in the State of Nevada on February 24, 2010. On May 1, 2010, the Company entered into a share exchange agreement with Appiphany Technologies Corporation (“ATC”) to acquire all of the outstanding common shares of ATC in exchange for 1,500,000 common shares of the Company. As the acquisition involved companies under common control, the acquisition was accounted for in accordance with ASC 805-50, Business Combinations – Related Issues, and the consolidated financial statements reflect the accounts of the Company and ATC since inception.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at July 31, 2015, the Company has not recognized significant revenue, has a working capital deficit of $408,058, and has an accumulated deficit of $1,487,230. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiary, Appiphany Technologies Corp., a company incorporated in British Columbia, Canada. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

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 and assumptions related to the fair value and estimated useful life of long-lived assets, fair value of convertible debentures, derivative liabilities, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Interim Condensed Consolidated Financial Statements

These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of July 31 and April 30, 2015, the Company had no items representing cash equivalents.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of July 31, 2015, the Company had 46,332,464 dilutive shares outstanding.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of accounts payable and accrued liabilities, accrued compensation, amounts due to related parties, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The fair value of our derivative liability is determined to be a “Level 2” input. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31 and April 30, 2015, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Company recognizes revenue from online advertising. Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services. .

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires company to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Related Party Transactions

During the three months ended July 31, 2015, the Company incurred $nil (2014 - $15,000) of management fees to the former President and Director of the Company.

As at July 31, 2015, the Company owed $29,310 (April 30, 2015 – $28,284), to the President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

4. Convertible Debentures

On December 17, 2013, the Company issued a convertible debenture to a non-related party for proceeds of $32,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on September 19, 2014. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days or June 15, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company’s common shares for the past 30 trading days prior to notice of conversion. On September 19, 2014, as the amount of the convertible debenture had not been repaid or converted by maturity, the Company incurred a penalty of 50% of the principal balance owing resulting in the Company recording $16,250 which has been included in interest expense.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

4. Convertible Debentures (continued)

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $32,500. During the year ended April 30, 2015, the Company issued 595,667 shares of common stock for the conversion of $39,130. As at July 31, 2015, the carrying value of the note was $9,620 (April 30, 2015 - $9,620).

On May 21, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $37,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on February 23, 2015. After 180 days or November 17, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company’s common shares for the past 30 trading days prior to notice of conversion.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $37,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $37,500. During the year ended April 30, 2015, the Company issued 360,000 shares of common stock for the conversion of $2,920. As at July 31, 2015, the carrying value of the note was $34,580 (April 30, 2015 - $34,580).

On May 23, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $40,000. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on May 23, 2015. After 180 days or November 19, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 55% of the lowest trading price of the Company’s common shares for the past 15 trading days prior to notice of conversion.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $25,215. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $40,000. During the year ended April 30, 2015, the Company issued 127,655 shares of common stock for the conversion of $1,335 of the note and $69 of accrued interest. As at July 31, 2015, the carrying value of the note was $38,665 (April 30, 2015 - $31,683).

5. Derivative Liability

The Company records the fair value of the of the conversion price of the convertible debentures in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Black-Scholes model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the three months ended July 31, 2015, the Company recorded a gain on the change in fair value of derivative liability of $199,600 (2014 – $51,262 loss). As at July 31, 2015, the Company recorded a derivative liability of $158,385 (April 30, 2015 - $357,985).

The following inputs and assumptions were used to value the convertible debentures outstanding during the periods ended July 31 and April 30, 2015:

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)

December 17, 2013 convertible debenture:
As at April 30, 2015 (mark to market)		747	%		0.24	%		0	%		0.85
As at July 31, 2015 (mark to market)		583	%		0.14	%		0	%		0.59

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

5. Derivative Liability (continued)

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)

May 21, 2014 convertible debenture:
As at April 30, 2015 (mark to market)		520	%		0.24	%		0	%		0.82
As at July 31, 2015 (mark to market)		578	%		0.14	%		0	%		0.57

May 23, 2014 convertible debenture:
As at April 30, 2015 (mark to market)		576	%		0.00	%		0	%		0.06
As at July 31, 2015 (mark to market)		555	%		0.33	%		0	%		0.81

A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2015		357,985
Mark to market adjustment at April 30, 2015		(199,600	)
Balance, July 31, 2015		158,385

6. Subsequent Events

We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events after July 31, 2015.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

		M
	July 31, 2015 $			April 30, 2015 $
Current Assets		-			126
Current Liabilities		408,058			586,807
Working Capital (Deficit)		(408,058	)		(586,681	)

Cash Flows


	July 31, 2015 $			July 31, 2014 $
Cash Flows used in Operating Activities		(1,651	)		(29,508	)
Cash Flows from (used in) Investing Activities		-			-
Cash Flows from Financing Activities		1,651			58,500
Net increase (decrease) in Cash During Period		-			28,992

Operating Revenues

For the three months ended July 31, 2015, the Company earned revenues of $nil compared with $228 for the three months ended July 31, 2014.

Operating Expenses and Net Income (Loss)

For the three months ended July 31, 2015, the Company incurred operating expenses of $10,638 compared with $32,959 for the three months ended July 31, 2014. The decrease of $22,321 is due to a decrease in management fees of $15,000 relating to the Company changing management at the end of 2014, general and administrative costs of $6,634 for day-to-day operations compared to the prior year, and consulting fees of $1,750 as the Company used less consultants during the current period compared to the prior period. These decreases were offset by an increase in professional fees of 1,063 for audit fees.

For the three months ended July 31, 2015, the Company realized net income of $178,623 compared with a net loss of $92,994 for the three months ended July 31, 2014. In addition to the decrease in operating expenses, the Company recorded a gain of change in fair value of derivative liabilities of $199,600, accretion of the discount on convertible debentures of $6,982, interest expense of $3,231 relating to the Company’s convertible debentures, and financing cost of $126 as the Company fully amortized the deferred financing costs during the current period. In the prior period, the Company recorded a loss on change in fair value of derivative liabilities of $51,262, accretion of the discount on convertible debentures of $4,961, interest expense of $3,023, and finance cost of $1,017.

Liquidity and Capital Resources

As at July 31, 2015, the Company had cash and total assets of $nil compared with cash of $nil and total assets of $126 as at April 30, 2015. The decrease in total assets was attributed to amortization of prepaid expenses.

As at July 31, 2015, the Company had total liabilities of $408,058 compared with total liabilities of $586,807 at April 30, 2015. The decrease in total liabilities was attributed to a decrease in derivative liabilities of $199,600. The decrease was offset by increases in accounts payable and accrued liabilities of $12,843, amounts due to related parties of $1,026 for amounts that were paid on behalf of the Company during the period, and $6,982 in convertible debentures relating to the accretion of the discount of convertible debentures.

As at July 31, 2015, the Company had a working capital deficit of $408,058 compared with a working capital deficit of $586,681 as at April 30, 2015. The decrease in working capital deficit was due to a decrease in total liabilities due to a decrease in derivative liabilities as noted above offset by increases in liabilities discussed above and a decrease in total assets.

Cash Flow from Operating Activities

During the period ended July 31, 2015, the Company used $1,651 of cash for operating activities compared to the use of $29,508 of cash for operating activities during the period ended July 31, 2014. The decrease in net cash used for operating activities was due to the fact that the Company strictly monitored operational costs due to lack of cash.

Cash Flow from Financing Activities

During the period ended July31, 2015, the Company received $1,651 of cash from financing activities compared to $58,500 for the period ended July 31, 2014. During the current period, the Company received $1,651 in proceeds from a related party for amounts paid on behalf of the Company compared to $73,000 received for proceeds from convertible debentures offset by repayments of $14,500 to related parties in the prior period.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our Common Shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2015, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on August 19, 2015, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Quarterly Issuances:

Other than as previously disclosed, we did not issue any unregistered securities during the quarter.

Subsequent Issuances:

Other than as previously disclosed, we did not issue any unregistered securities subsequent to the quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
3.02	Bylaws	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
4.01	2012 Equity Incentive Plan	Filed with the SEC on November 9, 2012 as part of our Registration Statement on Form S-8.

10.01	Share Exchange Agreement between the Company and Appiphany Technologies Corp. dated May 1, 2010	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
10.02	Contract License Agreement between Appiphany Technologies Corp. and Apple, Inc. dated September 25, 2009	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
10.03	Promissory Note between the Company and Scott Osborne dated July 22, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.04	Promissory Note between the Company and Fraser Tolmie dated October 28, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.05	Promissory Note between the Company and Darren Wright dated October 28, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.06	Promissory Note between the Company and Joshua Kostyniuk dated October 28, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.07	Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.08	Consulting Agreement between the Company and Garth Roy dated January 16, 2012	Filed with the SEC on January 18, 2012 as part of our Current Report on Form 8-K.
10.09	Consulting Agreement between the Company and Brian D. Jones dated November 9, 2012	Filed with the SEC on November 19, 2012 as part of our Current Report on Form 8-K.
10.10	Consulting Agreement between the Company and Jon Trump dated November 27, 2012	Filed with the SEC on November 29, 2012 as part of our Current Report on Form 8-K.
10.11	Consulting Agreement between the Company and Jon Trump dated March 1, 2013	Filed with the SEC on March 5, 2013 as part of our Current Report on Form 8-K.
16.01	Letter from M&K CPAS, PLLC dated September 19, 2011	Filed with the SEC on September 19, 2011 as part of our Current Report on Form 8-K.
21.01	List of Subsidiaries	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Dated: September 14, 2015	/s/ Rob Sargent
	By: Rob Sargent
	Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: September 14, 2015	/s/ Rob Sargent
	By: Rob Sargent Its: Director

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Rob Sargent, certify that:

1. I have reviewed this Quarterly Report for the period ended July 31, 2015 on Form 10-Q of Appiphany Technologies Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 14, 2015

/s/ Rob Sargent

By: Rob Sargent

Its: Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Rob Sargent, certify that:

1. I have reviewed this Quarterly Report for the period ended July 31, 2015 on Form 10-Q of Appiphany Technologies Holdings Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 14, 2015

/s/ Rob Sargent

By: Rob Sargent

Its: Chief Financial Officer

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Appiphany Technologies Holdings Corp. (the “Company”) on Form 10-Q for the period ended July 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rob Sargent, Chief Executive Officer and Chief Financial Officer certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Rob Sargent

By: Rob Sargent

Chief Executive Officer and Chief Financial Officer

Dated: September 14, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Jul. 31, 2015	Sep. 14, 2015
Document and Entity Information:
Entity Registrant Name	APPIPHANY TECHNOLOGIES HOLDINGS CORP
Document Type	10-Q
Document Period End Date	Jul. 31, 2015
Amendment Flag	false
Entity Central Index Key	0001490054
Current Fiscal Year End Date	--04-30
Entity Common Stock, Shares Outstanding		1,856,671
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Incorporation, Date of Incorporation	Feb. 24, 2010
Trading Symbol	aphd

Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Current Assets
Prepaid expense		$ 126
Total Assets		126
Current Liabilities
Accounts payable and accrued liabilities	$ 137,498	124,655
Due to related parties	29,310	28,284
Convertible debenture, net of unamortized discount of $nil and $6,982, respectively	82,865	75,883
Derivative liability	158,385	357,985
Total Liabilities	$ 408,058	$ 586,807
STOCKHOLDERS' DEFICIT
Preferred stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: nil preferred shares
Common stock Authorized: 250,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 1,856,671 common shares	$ 1,857	$ 1,857
Additional paid-in capital	1,077,315	1,077,315
Accumulated deficit	(1,487,230)	(1,665,853)
Total Stockholders' Deficit	$ (408,058)	(586,681)
Total Liabilities and Stockholders' Deficit		$ 126

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Statement of Financial Position
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, shares issued	1,856,671	1,856,671
Common Stock, shares outstanding	1,856,671	1,856,671
Convertible Debenture, Unamortized Discount		$ 6,982

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Income Statement
Revenues		$ 228
Operating Expenses
Consulting fees		1,750
General and administrative	$ (1,661)	4,973
Management fees		15,000
Professional fees	12,299	11,236
Total Operating Expenses	10,638	32,959
Net loss before other expense	(10,638)	(32,731)
Other Income (Expense)
Accretion of discount on convertible notes payable	(6,982)	(4,961)
Financing cost	(126)	(1,017)
Interest expense	(3,231)	(3,023)
Gain (loss) on change in fair value of derivative liability	199,600	(51,262)
Total Other Income (Expense)	189,261	(60,263)
Net Income (Loss)	$ 178,623	$ (92,994)
Net Income (Loss) Per Share, Basic	$ 0.10	$ (0.67)
Net Income (Loss) Per Share, Diluted	$ 0.00	$ (0.67)
Weighted Average Shares Outstanding - Basic	1,856,671	139,543
Weighted Average Shares Outstanding - Diluted	46,332,464	139,543

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Operating Activities
Net income (loss)	$ 178,623	$ (92,994)
Adjustments to reconcile net loss to net cash provided by operating activities:
Accretion of discount on convertible debt payable	6,982	4,961
Financing costs	126	1,017
Loss (gain) on change in fair value of derivative liability	(199,600)	51,262
Changes in operating assets and liabilities:
Accounts receivable		(161)
Accounts payable and accrued liabilities	12,218	(8,593)
Accrued compensation		15,000
Net Cash Used In Operating Activities	(1,651)	(29,508)
Financing Activities
Proceeds from convertible debenture		73,000
Proceeds from related party	1,651
Repayment on related party payable		(14,500)
Net Cash Provided by Financing Activities	$ 1,651	58,500
Increase in Cash		28,992
Cash - Beginning of Period		5,202
Cash - End of Period		$ 34,194
Supplemental Disclosures
Interest paid
Income tax paid
Non-cash investing and financing activities
Common stock issued for conversion of convertible debentures		$ 57,394

1. Nature of Operations and Continuance of Business

3 Months Ended

Jul. 31, 2015

Notes

1. Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

Going Concern

2. Summary of Significant Accounting Policies

3 Months Ended

Jul. 31, 2015

Notes

2. Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

a) Basis of Presentation

b) Use of Estimates

c) Interim Condensed Consolidated Financial Statements

d) Cash and Cash Equivalents

e) Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of July 31, 2015, the Company had 46,332,464 dilutive shares outstanding.

f) Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 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.

g) Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31 and April 30, 2015, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

h) Revenue Recognition

i) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires company to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

j) Recent Accounting Pronouncements

3. Related Party Transactions

3 Months Ended

Jul. 31, 2015

Notes

3. Related Party Transactions

3. Related Party Transactions

a) During the three months ended July 31, 2015, the Company incurred $nil (2014 - $15,000) of management fees to the former President and Director of the Company.

b) As at July 31, 2015, the Company owed $29,310 (April 30, 2015 – $28,284), to the President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

4. Convertible Debentures

3 Months Ended

Jul. 31, 2015

Notes

4. Convertible Debentures

4. Convertible Debentures

a) On December 17, 2013, the Company issued a convertible debenture to a non-related party for proceeds of $32,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on September 19, 2014. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days or June 15, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company’s common shares for the past 30 trading days prior to notice of conversion. On September 19, 2014, as the amount of the convertible debenture had not been repaid or converted by maturity, the Company incurred a penalty of 50% of the principal balance owing resulting in the Company recording $16,250 which has been included in interest expense.

b) On May 21, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $37,500. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on February 23, 2015. After 180 days or November 17, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company’s common shares for the past 30 trading days prior to notice of conversion.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $37,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $37,500. During the year ended April 30, 2015, the Company issued 360,000 shares of common stock for the conversion of $2,920. As at July 31, 2015, the carrying value of the note was $34,580 (April 30, 2015 - $34,580).

c) On May 23, 2014, the Company issued a convertible debenture, to a non-related party, for proceeds of $40,000. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on May 23, 2015. After 180 days or November 19, 2014, the debenture is convertible into common shares of the Company at a conversion price equal to 55% of the lowest trading price of the Company’s common shares for the past 15 trading days prior to notice of conversion.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $25,215. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $40,000. During the year ended April 30, 2015, the Company issued 127,655 shares of common stock for the conversion of $1,335 of the note and $69 of accrued interest. As at July 31, 2015, the carrying value of the note was $38,665 (April 30, 2015 - $31,683).

5. Derivative Liability

3 Months Ended

Jul. 31, 2015

Notes

5. Derivative Liability

5. Derivative Liability

The Company records the fair value of the of the conversion price of the convertible debentures in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Black-Scholes model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the three months ended July 31, 2015, the Company recorded a gain on the change in fair value of derivative liability of $199,600 (2014 –$51,262 loss). As at July 31, 2015, the Company recorded a derivative liability of $158,385 (April 30, 2015 - $357,985).

The following inputs and assumptions were used to value the convertible debentures outstanding during the periods ended July 31 and April 30, 2015:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)

December 17, 2013 convertible debenture:
As at April 30, 2015 (mark to market)	747%	0.24%	0%	0.85
As at July 31, 2015 (mark to market)	583%	0.14%	0%	0.59

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)

May 21, 2014 convertible debenture:
As at April 30, 2015 (mark to market)	520%	0.24%	0%	0.82
As at July 31, 2015 (mark to market)	578%	0.14%	0%	0.57

May 23, 2014 convertible debenture:
As at April 30, 2015 (mark to market)	576%	0.00%	0%	0.06
As at July 31, 2015 (mark to market)	555%	0.33%	0%	0.81

A summary of the activity of the derivative liability is shown below:


Balance, April 30, 2015	357,985
Mark to market adjustment at April 30, 2015	(199,600)
Balance, July 31, 2015	158,385

6. Subsequent Events

3 Months Ended

Jul. 31, 2015

Notes

6. Subsequent Events

6. Subsequent Events

We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events after July 31, 2015.

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Jul. 31, 2015
Policies
A) Basis of Presentation	a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiary, Appiphany Technologies Corp., a company incorporated in British Columbia, Canada. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.
B) Use of Estimates	b) 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 and assumptions related to the fair value and estimated useful life of long-lived assets, fair value of convertible debentures, derivative liabilities, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
C) Interim Condensed Consolidated Financial Statements	c) Interim Condensed Consolidated Financial Statements These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
D) Cash and Cash Equivalents	d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of July 31 and April 30, 2015, the Company had no items representing cash equivalents.
E) Basic and Diluted Net Income (loss) Per Share	e) Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of July 31, 2015, the Company had 46,332,464 dilutive shares outstanding.
F) Financial Instruments	f) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of accounts payable and accrued liabilities, accrued compensation, amounts due to related parties, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The fair value of our derivative liability is determined to be a “Level 2” input. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
G) Comprehensive Loss	g) Comprehensive Loss ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31 and April 30, 2015, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
H) Revenue Recognition	h) Revenue Recognition The Company recognizes revenue from online advertising. Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services. .
I) Stock-based Compensation	i) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. ASC 718 requires company to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
J) Recent Accounting Pronouncements	j) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

5. Derivative Liability (Tables)

3 Months Ended

Jul. 31, 2015

Tables/Schedules

Schedule of Inputs and Assumptions Used to Value Convertible Debentures

The following inputs and assumptions were used to value the convertible debentures outstanding during the periods ended July 31 and April 30, 2015:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)

December 17, 2013 convertible debenture:
As at April 30, 2015 (mark to market)	747%	0.24%	0%	0.85
As at July 31, 2015 (mark to market)	583%	0.14%	0%	0.59

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)

May 21, 2014 convertible debenture:
As at April 30, 2015 (mark to market)	520%	0.24%	0%	0.82
As at July 31, 2015 (mark to market)	578%	0.14%	0%	0.57

May 23, 2014 convertible debenture:
As at April 30, 2015 (mark to market)	576%	0.00%	0%	0.06
As at July 31, 2015 (mark to market)	555%	0.33%	0%	0.81

Schedule of Derivative Liabilities at Fair Value

A summary of the activity of the derivative liability is shown below:


Balance, April 30, 2015	357,985
Mark to market adjustment at April 30, 2015	(199,600)
Balance, July 31, 2015	158,385

1. Nature of Operations and Continuance of Business (Details) - USD ($)	1 Months Ended	3 Months Ended
	May. 31, 2010	Jul. 31, 2015	Apr. 30, 2015
Details
Entity Incorporation, Date of Incorporation		Feb. 24, 2010
Shares issued in exchange for outstanding common shares of ATC	1,500,000
Working Capital (Deficit)		$ (408,058)
Accumulated deficit		$ (1,487,230)	$ (1,665,853)

2. Summary of Significant Accounting Policies: E) Basic and Diluted Net Income (loss) Per Share (Details)	3 Months Ended
	Jul. 31, 2015 shares
Details
Potentially dilutive shares outstanding	46,332,464

3. Related Party Transactions (Details) - USD ($)	3 Months Ended
3. Related Party Transactions (Details) - USD ($)	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2015
Management fees		$ 15,000
Due to related parties	$ 29,310		$ 28,284
President
Management fees	0	$ 15,000
Former President and Director
Due to related parties	$ 29,310		$ 28,284

4. Convertible Debentures (Details) - USD ($)	3 Months Ended		12 Months Ended
4. Convertible Debentures (Details) - USD ($)	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2014	Apr. 30, 2015	May. 23, 2014	May. 21, 2014	Dec. 17, 2013
Proceeds from convertible debenture		$ 73,000
Interest expense	$ 3,231	$ 3,023
Convertible Debenture, Unamortized Discount				$ 6,982
Convertible Debenture One
Proceeds from convertible debenture			$ 32,500
Debt Instrument, Interest Rate, Stated Percentage							8.00%
Debt Instrument, Maturity Date	Sep. 19, 2014
Interest on Overdue Principal After Default							22.00%
Debt Instrument, Convertible, Terms of Conversion Feature	the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company’s common shares for the past 30 trading days prior to notice of conversion
Interest expense	$ 16,250
Convertible Debenture, Unamortized Discount							$ 32,500
Debt Conversion, Original Debt, Amount	39,130
Debt Instrument, Carrying Value	$ 9,620			9,620
Convertible Debenture One \| Common Stock
Debt Conversion, Converted Instrument, Shares Issued	595,667
Convertible Debenture Two
Proceeds from convertible debenture	$ 37,500
Debt Instrument, Interest Rate, Stated Percentage						8.00%
Debt Instrument, Maturity Date	Feb. 23, 2015
Debt Instrument, Convertible, Terms of Conversion Feature	the debenture is convertible into common shares of the Company at a conversion price equal to 51% of the lowest two trading prices of the Company’s common shares for the past 30 trading days prior to notice of conversion
Convertible Debenture, Unamortized Discount						$ 37,500
Debt Conversion, Original Debt, Amount	$ 2,920
Debt Instrument, Carrying Value	$ 34,580			34,580
Convertible Debenture Two \| Common Stock
Debt Conversion, Converted Instrument, Shares Issued	360,000
Convertible Debenture Three
Proceeds from convertible debenture	$ 40,000
Debt Instrument, Interest Rate, Stated Percentage					8.00%
Debt Instrument, Maturity Date	May 23, 2015
Debt Instrument, Convertible, Terms of Conversion Feature	the debenture is convertible into common shares of the Company at a conversion price equal to 55% of the lowest trading price of the Company’s common shares for the past 15 trading days prior to notice of conversion
Convertible Debenture, Unamortized Discount					$ 25,215
Debt Conversion, Original Debt, Amount	$ 1,335
Debt Instrument, Carrying Value	38,665			$ 31,683
Convertible Debenture Three \| Accrued Interest
Debt Conversion, Original Debt, Amount	$ 69
Convertible Debenture Three \| Common Stock
Debt Conversion, Converted Instrument, Shares Issued	127,655

5. Derivative Liability (Details) - USD ($)	3 Months Ended
5. Derivative Liability (Details) - USD ($)	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2015
Details
Gain (Loss) on change in fair value of derivative liability	$ 199,600	$ (51,262)
Derivative liability	$ 158,385		$ 357,985

5. Derivative Liability: Schedule of Inputs and Assumptions Used to Value Convertible Debentures (Details)	3 Months Ended
	Jul. 31, 2015
Convertible Debenture One \| Mark to Market One
Expected Volatility	747.00%
Risk-Free Interest Rate	0.24%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Expected Life (in years)	10 months 6 days
Convertible Debenture One \| Mark to Market Two
Expected Volatility	583.00%
Risk-Free Interest Rate	0.14%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Expected Life (in years)	7 months 2 days
Convertible Debenture Two \| Mark to Market One
Expected Volatility	520.00%
Risk-Free Interest Rate	0.24%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Expected Life (in years)	9 months 25 days
Convertible Debenture Two \| Mark to Market Two
Expected Volatility	578.00%
Risk-Free Interest Rate	0.14%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Expected Life (in years)	6 months 25 days
Convertible Debenture Three \| Mark to Market One
Expected Volatility	576.00%
Risk-Free Interest Rate	0.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Expected Life (in years)	22 days
Convertible Debenture Three \| Mark to Market Two
Expected Volatility	555.00%
Risk-Free Interest Rate	0.33%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Expected Life (in years)	9 months 22 days