Cover - USD ($) |
12 Months Ended | ||
---|---|---|---|
Apr. 30, 2021 |
Jul. 29, 2021 |
Oct. 31, 2020 |
|
Cover [Abstract] | |||
Entity Registrant Name | MAJOR LEAGUE FOOTBALL INC, | ||
Entity Central Index Key | 0001308569 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --04-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Apr. 30, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 434,902,102 | ||
Entity Public Float | $ 1,076,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
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- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition The fair value of stock issued in noncash financing activities. No definition available.
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- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable for incentive compensation awarded to employees and directors or earned by them based on the terms of one or more relevant arrangements. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of expenses incurred but not yet paid nor invoiced, and liabilities classified as other. No definition available.
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Gross carrying amount before accumulated amortization as of the balance sheet date for the rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style for a specified period of time. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount before accumulated depreciation of tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets. No definition available.
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- References No definition available.
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- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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BALANCE SHEETS (Parenthetical) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
BALANCE SHEETS | ||
Convertible unsecured promissory notes, net debt discounts | $ 54,942 | $ 150,056 |
Convertible secured promissory notes | $ 53,333 | $ 65,372 |
STOCKHOLDERS' DEFICIT | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 419,562,102 | 153,359,858 |
Common stock, shares outstanding | 418,062,102 | 151,859,858 |
Common stock issuable | $ 40,000 | $ 0 |
Common stock, Shares Issued | $ 0 | $ 0 |
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- Definition The fair value of stock issued in noncash financing activities. No definition available.
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- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Value of all classes of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares exclude common shares repurchased by the entity and held as treasury shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
---|---|---|
Apr. 30, 2021 |
Apr. 30, 2020 |
|
Operating Expenses | ||
Professional fees | $ 246,560 | $ 352,509 |
Write off of stadium lease deposit | 0 | 30,000 |
General and administrative | 139,626 | 198,514 |
Total Operating Expenses | 386,186 | 581,023 |
Operating Loss | (386,186) | (581,023) |
Other Income (Expense) | ||
Tax penalties and interest | (21,616) | (20,414) |
Interest expense | (179,586) | (499,121) |
Settlement expense and cancellation of accounts payable | 0 | 166,667 |
Other expense | (3,750) | (28,000) |
Initial fair value of conversion option liability | 0 | (350,072) |
Gain (loss) from change in fair value of conversion option liability | 405,757 | (198,193) |
Total Other Income (Expense), net | 200,805 | (929,133) |
Net Loss | $ (185,381) | $ (1,510,156) |
Basic and Diluted Net Loss Per Share | $ (0.00) | $ (0.01) |
Weighted Average Shares - Basic and Diluted | 359,329,604 | 108,033,309 |
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- Definition Amount of divestiture of an asset lacking physical substance and having a projected indefinite period of benefit to fair value. Excludes financial assets and goodwill. No definition available.
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- Definition The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The sum of the amounts of estimated penalties and interest recognized in the period arising from income tax examinations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of expense classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition This element represents the weighted average total number of shares issued throughout the period including the first (beginning balance outstanding) and last (ending balance outstanding) day of the period before considering any reductions (for instance, shares held in treasury) to arrive at the weighted average number of shares outstanding. Weighted average relates to the portion of time within a reporting period that common shares have been issued and outstanding to the total time in that period. Such concept is used in determining the weighted average number of shares outstanding for purposes of calculating earnings per share (basic). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes. No definition available.
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- Definition The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the obligations due for goods and services provided by the following types of related parties: a parent company and its subsidiaries, subsidiaries of a common parent, an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management, an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in moneys or securities given as security including, but not limited to, contract, escrow, or earnest money deposits, retainage (if applicable), deposits with clearing organizations and others, collateral, or margin deposits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in other expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash outflow from temporary investment with specific maturity and interest rate that are prohibited for current use. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow (outflow) from long-term debt by a related party. Related parties, include, but are not limited to, affiliates, owners or officers and their immediate families, and pension trusts. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The cash inflow from sale of machinery and equipment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | History and Nature of Business
Major League Football, Inc. (the “Company” or “MLFB”) was originally incorporated as Universal Capital Management, Inc., a Delaware corporation, on August 16, 2004.
On June 5, 2014, we amended our certificate of incorporation to (i) effect a one-for-five (1:5) reverse split of our common stock; (ii) fix the number of authorized shares of common stock after the reverse split at one hundred and fifty million (150,000,000) shares of common stock; and (iii) authorize fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share, to be issued in series, and all properties of the preferred stock to be determined by our board of directors. Accordingly, all share and per share amounts included in these financial statements have been retroactively adjusted to the beginning of the period to reflect the amendment to the certificate of incorporation for the reverse split.
Prior to July 13, 2014, our primary business was to identify and advise in development and market consumer products. Our strategy employed three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. We sought to assist and enable entrepreneurs to introduce products to the consumer market. Entrepreneurs could leverage our experience and valuable business contacts in functions such as product selection, marketing development, media buying and direct response television production. Inventors and entrepreneurs submitted products or business concepts for our input and advice. We generated revenues from two primary sources (i) management of the entire business cycle of the consumer product and (ii) sales of consumer products, for which we received a share of net profits of consumer products sold.
On July 14, 2014, our Company entered into and closed a definitive Asset Purchase Agreement with Major League Football, LLC, a company formed in 2009, to establish, develop and operate a professional spring/summer football league to be known as Major League Football. Pursuant to the terms of the Asset Purchase Agreement, we issued Major League Football, LLC 8,000,000 shares of our common stock in exchange for assets of Major League Football, LLC primarily comprised of business plans and related proprietary documents, trademarks and other related intellectual property related to the development of the league. Also, the board of directors was expanded, a new management team was appointed, and several league consultants were retained by our Company.
Effective November 24, 2014, the Company amended its Certificate of Incorporation with the Secretary of State of the State of Delaware changing its name from Universal Capital Management, Inc.
Effective August 23, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation. The prior authorized designated fifty million (50,000,000) shares of convertible preferred stock, par value $0.001 per share were re-designated to common stock. As a result, the Company has no authorized preferred stock.
Effective February 15, 2019, the Company amended its Articles of Incorporation to increase authorized shares of common stock from 200,000,000 to 300,000,000.
Effective October 30, 2019, the Company amended its Articles of Incorporation to increase authorized shares of common stock from 300,000,000 to 450,000,000.
Effective November 3, 2020, the Company amended its Articles of Incorporation to increase authorized shares from 450,000,000 to 600,000,000.
For all of the amendments above, written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware was not adhered to. Given the exigent circumstances of the need to raise money imminently to save the Company and fund its primary business, the holders of a majority of the outstanding common stock entitled to vote as a class, were not provided written notice of the proposed amendment to the Certificate of Incorporation and the Company did not conduct a vote of the shareholders in favor of the adoption of the amendment to the Certificate of Incorporation. As a result, there is a risk that the State of Delaware could notify the Company that the amendments were not valid.
The Company is seeking to establish, develop and operate MLFB as a professional spring/summer football league. We intend to establish franchises in cities overlooked by existing professional sports leagues and provide fans with professional football in the National Football League (“NFL”) off-seasons, which will enable us to take a totally non-adversarial approach towards the NFL. We have commenced the process of leasing playing venues and acquiring football equipment. We have obtained required workers compensation insurance for certain states where we will play games.
MLFB plans to serve as a pipeline to develop players, coaches, officials, scouts, trainers, and all other areas of the game that the NFL needs today. We will also give NFL representatives the opportunity to view our team practices, game footage, practice tapes and confer with league coaches, team officials and staff. We believe this will provide our league with recognition and demonstrate our economic model and the market’s desire for spring football.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a net loss of $185,381 and $1,510,156 for the years ended April 30, 2021 and 2020, respectively. Additionally, the Company had net cash used in operating activities of $213,518 and $456,382 for the years ended April 30, 2021 and 2020, respectively. At April 30, 2021, the Company has a working capital deficit of $4,319,993, an accumulated deficit of $28,992,782 and a stockholders’ deficit of $4,249,163, which could have a material impact on the Company’s financial condition and operations. At April 30, 2021, the Company does not have sufficient cash resources or current assets to pay its obligations.
In view of these matters, recoverability of asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to achieve profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of this report. Since inception, the Company has financed its activities from the sale of equity securities and from loans. The Company intends on financing its future activities and its working capital needs largely from the sale of public equity securities and debt securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements. The financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.
In March 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Subsequently, the COVID-19 pandemic has continued to spread and various state and local governments have issued or extended “shelter-in-place” orders, which have impacted and restricted various aspects of the Company’s operations. The spread of the pandemic has caused severe disruptions in the global economy and financial markets and could potentially create widespread business continuity issues of an unknown magnitude and duration.
MLFB is in the process of hiring several well-known and experienced coaches, scouts, and trainers as well as individuals looking to improve their skills in these areas. We believe this will provide MLFB with the recognition and credibility to demonstrate the viability of our economic model as well as the market’s desire for spring football. Management, as noted in a recent Form 8-K filing, studied in depth the possibility of having a Demonstration Season in the summer of 2021 as a means of introducing MLFB as a league and overcoming some of the difficulties encountered because of Covid-19. While the pandemic has gradually eased and crowd capacities increased, this occurred too late in the process to commence a Demonstration Season. In addition, our analysis of the cost for playing three games plus television, exceeded $3 million. As anxious as we, our shareholders and fans are to get started, management and our Board of Directors believe that the cost/ reward ratio and time challenges dictated that we allocate those resources to our planned 2022 football season. This would include preparation for a launch with training camp beginning in April 2022, subject to us receiving the required funding. The Demonstration Season was probably going to generate minimal revenue and we did not want to rush our product to the field. Covid-19 remediation costs were still going to be high but are trending down as new detection products come on the market. While frustrating to many constituents, our management style has been cautious, and its cornerstone has been to minimize known risks. We believe that the planned spring 2022 football season will allow us to put an economically sustainable league and product on the field.
The Company has engaged the services of a well-known and respected investment bank headquartered in New York to assist in that effort. In addition, our management has been engaged with several high net-worth individuals and funds who have expressed an interest in being part of our League as investors.
In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to achieve a level of profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of the filing of the Company’s Form 10-K with the Securities and Exchange Commission (“SEC”). Since inception, the Company has financed its activities from the sale of equity securities and from loans. The Company intends on financing its future development activities and its working capital needs from the sale of public equity securities and debt securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.
We require short-term financing as well as financing over the next 12 months and as noted in previous filings, the Company has been pursuing short term financing of approximately $3 million followed by a tiered subsequent raise of approximately $27 million between the end of calendar 2021 and the first calendar quarter of 2022. However, as discussed previously, the impact of the COVID-19 pandemic may have material and adverse effects on our ability to successfully obtain the required capital in this timeframe.
In relation to this anticipated capital raise to new investors, the Company increased its authorized shares of common stock by 150,000,000 to 600,000,000 authorized shares during the year ended April 30, 2021. Should a Demonstration Season be pursued in late spring and summer of 2022, rather than a full schedule, the funds required by the Company at this time may be substantially less than the $27 million referred to above. The majority of the $27 million would be used to fund a full spring 2022 football season. The financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.
SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from the estimates. Significant estimates in the accompanying financial statements include the valuation of derivative liabilities, estimates of loss contingencies, valuation of equity-based instruments issued for other than cash and valuation allowance on deferred tax assets.
Cash and Cash Equivalents
For the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at April 30, 2021 and 2020.
Concentrations - Concentration of Credit Risk
Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. At April 30, 2021 and 2020, the Company did not have deposits with a financial institution that exceeded the FDIC deposit insurance coverage and determined that it had no cash equivalents.
Property and Equipment
The Company has $57,223 of football and office equipment at April 30, 2021 and 2020, respectively. The football and office equipment are held in storage to be utilized in future planned league operations. For financial accounting purposes, depreciation for the football and office equipment will be computed by the straight-line method over an estimated useful life of 3 to 7 years. There was no depreciation expense for the years ended April 30, 2021 or 2020, respectively, because the football and office equipment is held in storage and has not been put into use because football operations have not commenced. For the year ended April 30, 2020, the Company wrote off $125,000 of previously recorded football equipment from a vendor claim that the Company disputes as the product was not delivered.
Impairment of Long-Lived Assets
In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.
Convertible Promissory Notes and Related Embedded Derivatives
We account for the embedded conversion option contained in convertible instruments under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. The embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial Option Pricing model. On the initial measurement date, the fair value of the embedded conversion option derivative was recorded as a derivative liability and was allocated as debt discount up to the proceeds of the notes with the remainder charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract is recorded as a component of other income (expense) in the accompanying Statements of Operations.
The Company follows ASU 260 regarding changes to the classification of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, 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 would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related guidance in Topic 260.
Convertible Notes With Variable Conversion Options
The Company has entered into convertible promissory notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company treats these convertible promissory notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as accretion to interest expense to the date of first conversion.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures requires an entity 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 to be used to measure fair value:
Level 1 Level 1 applies to assets or liabilities with 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. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
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 cash, football equipment, accounts payable, unsecured convertible notes payable, secured convertible notes payable, notes payable, and notes payable – related party. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the Company believes that the recorded values of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Assets and liabilities measured at fair value on a recurring basis and the carrying value consist of the following at April 30, 2021 and 2020:
The following is a summary of activity of Level 3 assets and liabilities for the years ended April 30, 2021 and 2020:
Changes in fair value of the conversion option liability are included as a separate Other Income (Expense) item in the accompanying Statement of Operations.
Leases
The Company follows ASC 842 regarding leases whereby lessees need to recognize leases on their balance sheet as a right of use asset and a corresponding lease liability. We have elected to exclude leases with a lease term of one year or less. Accordingly, we have no leases over one year.
Revenue Recognition
The Company will recognize revenue in accordance with the five-step method prescribed by ASC 606 “Revenues from Contracts with Customers”.
League Tryout Camps
The Company will recognize league tryout camp revenue on the dates that the tryout camps are held. There were no tryout camps held by the Company during the years ended April 30, 2021 or 2020, respectively.
Football League Operations
The Company will recognize revenue from future football league operations including gate, parking and concessions, stadium advertising and merchandising, licensing fees, sponsorships, naming rights, broadcast and cable, franchise fees, social media and on-line digital media including merchandising, advertising, and subscriptions. The Company football operations had not commenced as of April 30, 2021.
Income Taxes
Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.
Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized.
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. At April 30, 2021 and 2020, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
Stock Based Compensation
The Company records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees and non-employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.
Net Loss per Share of Common Stock
The Company computes net earnings (loss) per share in accordance with ASC 260-10, “Earnings per Share.”, which 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 income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period and diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Securities that could potentially dilute earnings per share in the future at April 30, are as follows:
Contingencies
Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue.
Related Parties
Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for MLFB on May 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our financial statements.
In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company believes that the adoption of this new accounting guidance will not have a material impact on its financial statements and footnote disclosures.
The Company has evaluated other recent accounting pronouncements and their adoption, and has not had, and is not expected to have, a material impact on the Company’s financial position or results of operations. Other new pronouncements issued but not yet effective until after April 30, 2021 are not expected to have a significant effect on the Company’s financial position or results of operations. |
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- Definition The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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ACCRUED EXPENSES |
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NOTE 2 - ACCRUED EXPENSES | The Company has recorded accrued expenses that consisted of the following:
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- Definition The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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DEBT |
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NOTE 3 - DEBT |
At April 30, 2021 and April 30, 2020, the Company has recorded $332,300 and $330,000 of Notes Payable, respectively. At April 30, 2021, the Company has reclassed $2,300 of previously recorded Notes Payable, Related Party from a former officer of the Company. The former officer is no longer a related party and there is no formal agreement, and no interest is being accrued by the Company with the principal due on demand.
The $332,300 of Notes Payable at April 30, 2021 includes $230,000 from seven third parties and the principal and interest are payable on demand with an interest rate ranging from 4% to 8% annually. Included in the $230,000 balance are the following in default at April 30, 2021 (1) a $100,000 Note Payable dated November 18, 2015, for which the lender requested payment, and the Company recorded a $5,400 late fee that is included in accrued expenses in the accompanying Balance Sheets at April 30, 2021 and April 30, 2020, (2) a $70,000 Note Payable dated September 25, 2019 and due March 25, 2020 that the Company is recording default interest at a rate of 22% and (3) a $30,000 Note Payable dated April 9, 2020 and due October 9, 2020 that the Company is recording default interest at a rate of 22%.
On September 25, 2019, the Company received $55,284 of net proceeds from the issuance of a $70,000 face value note payable with debt issue costs paid to or on behalf of the lender of $5,500 and an original issue discount of $9,216. Additionally, the lender directly paid $11,000 to a third party for the purchase for the Company of office equipment that is recorded as property and equipment at April 30, 2020. The terms include interest accrued at 8% annually and the principal and accrued interest were payable on March 25, 2020. The principal and accrued interest were not paid on the due date of March 25, 2020 and as a result, the note payable is in default and default interest at 22% is being utilized as of the due date. At April 30, 2021, the Company had not received an extension of the due date. See Note 8 – Commitments and Contingencies.
On the note issue date of September 25, 2019, the Company recorded the following debt discounts as offsets to the $70,000 Note Payable and will be amortized over the six-month term: (1) original issue discount of $9,216 and (2) debt issue costs of $5,500. For the period from the note issue date of September 25, 2019 to April 30, 2020, the Company recorded $14,716 for the full amortization of the debt discounts discussed above and recorded to interest expense in the accompanying Statement of Operations.
The promissory note specifies that in the event that the Company completes any offering or sale of securities after the date of the promissory note, the proceeds of each such offering shall first be applied to the repayment of the promissory note until the same shall have been paid and satisfied in full. The promissory note also specifies that on or before December 31, 2019, the Company shall have had a special meeting of the stockholders of the Company for the purpose of electing a duly elected and constituted board of directors. See Note 8 – Commitments and Contingencies.
The promissory note specifies that in the event that the Company completes any offering or sale of securities after the date of the promissory note, the proceeds of each such offering shall first be applied to the repayment of the promissory note until the same shall have been paid and satisfied in full. The promissory note also specifies that on or before December 31, 2019, the Company shall have had a special meeting of the stockholders of the Company for the purpose of electing a duly elected and constituted board of directors. See Note 8 – Commitments and Contingencies.
On April 9, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with terms including interest accrued at 8% annually and the principal and interest were payable in six months on October 9, 2020. The principal and accrued interest were not paid on the due date of October 9, 2020 and as a result, the note payable is in default and default interest at 24% is being utilized as of the due date. At April 30, 2021, the Company had not received an extension of the due date. See Note 8 – Commitments and Contingencies.
For the years ended April 30, 2021 and 2020, the Company recorded $35,069 and $19,227 of interest expense for Notes Payable in the accompanying Statement of Operations and at April 30, 2021 and 2020, the Company has recorded $100,817 and $65,748, respectively related to Notes Payable as accrued interest in the accompanying Balance Sheets.
At April 30, 2021, the Company has reclassed $2,300 of previously recorded Notes Payable, Related Party from a former officer of the Company to Notes Payable as the former officer is no longer a related party (See above).
On March 5, 2020, the Company received $25,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on August 31, 2021, by virtue of an extension. See Note 7 – Related Parties.
On August 12, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on December 31, 2021, by virtue of an extension. See Note 7 – Related Parties.
For the years ended April 30, 2021 and 2020, the Company recorded $4,645 and $384 of interest expense in the accompanying Statement of Operations and at April 30, 2021 and 2020, the Company has recorded $5,029 and $384,of accrued interest, related party in the accompanying Balance Sheets.
In April 2016, the Company recorded a $50,000 convertible unsecured promissory note. The terms include interest at 5% annually and the principal and interest were payable in one year on April 14, 2017. The unsecured convertible promissory note is in default at April 30, 2021 and the note holder has several remedies including calling the principal amount and accrued interest due and payable immediately. The note holder, at its sole discretion, has the right to convert the principal amount, along with all accrued interest, into shares of the Company’s common stock at the conversion price of $0.30 per share, or 208,743 shares of common stock at April 30, 2021.
Interest expense recorded in the accompanying Statement of Operations by the Company for the years ended April 30, 2021 and 2020 was $2,500 and $2,507, respectively. At April 30, 2021 and April 30, 2020, the Company has recorded $12,623 and $10,123 of accrued interest, respectively in the accompanying Balance Sheet.
Convertible Unsecured Promissory Note – May 2, 2019
On May 2, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of two 10% convertible promissory notes in the aggregate principal amount of $200,000, comprised of a First Note of $100,000 and a Back-End Note of $100,000, convertible into shares of common stock of the Company.
The First Note shall be paid for by the Company as detailed below. The Back-End Note shall be paid for by the issuance of an offsetting secured promissory note issued by the investor to the Company (“Buyer Note”), provided that prior to conversion of the Back-End Note, the Investor must have paid of the Buyer Note in cash such that the Back-End Note may not be converted until it has been paid for in cash by the Investor. The Company may reject the Back-End Note by giving thirty (30) day prior written notice. Such notice must be given 30 days prior to the six (6) month anniversary of the Back-End Note. The cash funding of the Back-End Note is contingent on the Company maintaining a closing bid price at all times in excess of $0.008 per share.
On May 2, 2019 (the Original Issue Date (OID), the Company received $85,450 of net proceeds for working capital purposes from the issuance of a $100,000 face value convertible redeemable promissory note (First Note”) with debt issue costs paid to or on behalf of the lender of $12,400 and an original issue discount of $2,150. The terms include interest accrued at 10% annually and the principal and interest payable are payable in one year on May 2, 2020. All interest will be paid in common stock of the Company. Any amount of the principal or interest on this First Note which is not paid when due shall bear Interest at the rate of the lower of Twenty-four Percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The First Note is exchangeable for an equal principal amount of notes of different denominations, as requested by the lender surrounding the same. The First Note was due and payable on August 2, 2020, by virtue of a signed extension. At April 30, 2021, the First Note is in default. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.
The lender has the right at any time after the effective date, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal amount of the First Note, initially $100,000, may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the First Note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the First Note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $166,667 ($100,000 principal divided by the Conversion Price). In accordance with ASC 480, the First Note was classified as stock settled debt and on the note issue date of May 2, 2019, the Company recorded a $66,667 put premium liability with an offset to interest expense.
From November 18, 2019 to April 15, 2020, the lender converted $48,650 of the principal amount of the First Note and $3,444 of accrued interest into 22,167,880 shares of the Company’s common stock. At April 30, 2020, the principal balance of the First Note was $51,350. As a result of the partial conversions, the Company reclassified $32,434 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability balance was $34,233 at April 30, 2020.
From May 7, 2020 to August 17, 2020, the lender converted $39,180 of the principal amount of the First Note and $4,248 of accrued interest into 43,748,599 shares of the Company’s common stock. At April 30, 2021, the principal balance of the First Note was $12,170. As a result of the partial conversions, the Company reclassified $24,983 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability balance was $9,250 at April 30, 2021. See Note 5 – Stock. On January 25, 2021, the lender requested a $6,000 conversion of the principal amount and $1,183 of accrued interest into 4,057,954 shares of the Company’s common stock. However, the Company did not have sufficient shares to be issued for the conversion. In accordance with the First Note, because the shares could not be issued, an event of default occurred, and the Company would pay the lender a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The Company calculated a $43,250 penalty at April 30, 2021. However, the lender provided a written waiver of the Event of Default to the Company and no penalty was record by the Company. However, the lender has several available remedies including calling the principal amount and accrued interest due and payable immediately. See Note 8 – Commitments and Contingencies.
On May 2, 2019, the Company recorded the following as offsets to the First Note to be amortized over the 1-year term: (1) original issue discount of $2,150 and (2) debt issue costs of $12,400, or a total of $14,550. For the year ended April 30, 2021, the Company recorded $40 for the final amortization of the remaining debt discounts to interest expense in the accompanying Statement of Operations and as a result, at April 30, 2021, the remaining unamortized balance was $0.
Interest expense recorded in the accompanying Statements of Operations by the Company was $1,709 for the year ended April 30, 2021 and $8,773 for the year ended April 30, 2020. At April 30, 2021 and April 30, 2020, the Company has recorded $2,790 (net of $4,248 converted above) and $5,329 (net of $3,444 converted) of accrued interest, respectively in the accompanying Balance Sheets.
Convertible Unsecured Promissory Note – May 8, 2019
On May 8, 2019, the Company signed a SPA with an Investor that provides for the issuance of a 12% convertible promissory note in the principal amount of $150,000. In connection with the issuance of the promissory note, the Company issued a common stock purchase warrant to purchase 1,500,000 shares of the Company common stock as a commitment fee to the Investor.
On May 8, 2019, the Company received $121,750 of net proceeds for working capital purposes from the issuance of a $150,000 face value convertible promissory note with debt issue costs paid to or on behalf of the lender of $28,250. The terms include interest accrued at 12% annually and the principal and any amount of the principal or interest on the promissory note which is not paid when due shall bear interest at the rate of the lower of twenty-four percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The promissory note was due and payable on February 8, 2020 and is currently in default.
The lender has the right at any time after the effective date, to convert all or part of the outstanding principal, accrued interest and $750 of conversion fees into shares of common stock of the Company, subject to certain conversion limitations set forth in the promissory note and certain price protection described below, as per the conversion formula:
Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to the lower of (1) the lowest trade during the previous twenty-five (25) trading days or (2) Sixty-One Percent (61%) of the of the lowest trade during the twenty-five (25) trading days immediately preceding a conversion date. The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The promissory note contains customary affirmative and negative covenants of the Company. Additionally, the Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock at an exercise price of $0.10 per share.
The principal amount of the promissory note, initially $150,000, may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs, as follows:
Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount and the Company did not prepay the promissory note within the allowed timeframe.
The Company evaluated the promissory note in accordance with ASC 815 “Derivatives and Hedging” and determined that there was a conversion option feature that should be bifurcated and accounted for as a conversion option liability in the balance sheet at fair value. The initial valuation and recording of the conversion option liability was $446,862, using the Binomial Lattice Option Pricing Model with the following assumptions: stock price $0.02, conversion price $0.0067, expected term of 9 months, expected volatility of 383% and discount rate of 2.38%. The initial $446,862 conversion option liability assumed that 22,354,694 shares would be issued upon conversion of the promissory note.
The Company evaluated the warrant and determined that there was no embedded conversion feature as the warrant contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro-rata distributions. The Company calculated the relative fair value between the note and the warrant on the issue date utilizing the Black Scholes Pricing Model for the warrant. As a result, the Company allocated $24,960 to the warrant and recorded as debt discount with an offset to additional paid in capital. The warrant calculation used the following assumptions: stock price $0.02, warrant exercise price $0.10, expected term of 3 years, expected volatility of 383% and discount rate of 2.38%.
On the note issue date of May 8, 2019, the Company recorded the following debt discounts as offsets to the $150,000 promissory note to be amortized over the nine-month term of the note: (1) debt issue costs of $28,250, (2) warrant fair value of $24,960 and (3) conversion option liability of $96,790. As a result, the Company recorded a $326,275 expense for the initial fair value of the conversion option liability, recorded as a separate item in Other Income (Expense).
As a result of the Company not paying the promissory note and accrued interest on the due date of February 8, 2020, the promissory note is in default at April 30, 2021 with interest accrued at the default rate of 24%. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately.
For the period from the note issue date of May 8, 2019 to April 30, 2020, the Company recorded $150,000 for the full amortization of the debt discounts discussed above and recorded to interest expense.
From November 15, 2019 to April 23, 2020, the lender converted $4,084 of principal, $16,609 of accrued interest and $3,000 of conversion fees into 19,888,880 shares of the Company’s common stock. At April 30, 2020, the principal balance of the promissory note was $145,916.
The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at April 30, 2020 that resulted in a value of $645,055 with the following assumptions: stock price $0.0030, conversion price $0.0007, expected term of 0.25 years, expected volatility of 437% and discount rate of 0.09%. The term of the promissory note ended on February 8, 2020, the due date. As a result, the Company utilized an expected term of 90 days or 0.25 years to perform the calculation above. As a result, for the year ended April 30, 2020, the Company recorded $453,722 of a loss from the change in the fair value of conversion option liability, recorded in Other Income (Expense) in the Statement of Operations.
From June 15, 2020 to June 29, 2020, the lender converted $7,433 of principal, $10,416 of accrued interest and $3,750 of conversion fees into 59,995,579 shares of the Company’s common stock. At April 30, 2021, the principal balance of the promissory note is $138,483. See Note 5 – Stock.
The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at each of the conversion dates from June 15, 2020 to June 29, 2020 and at April 30, 2021, that resulted in an estimated conversion option liability of $208,503. The Company has recorded a total gain of $405,757 for the change in the fair value of conversion option liability, recorded to other income (expense) in the accompanying Statement of Operations for the year ended April 30, 2021. Additionally, the Company reclassified $30,795 of the conversion option liability to additional paid in capital for the change in the fair value of conversion option liability related to the conversions of principal amounts on the respective dates.
For the revaluation of the at April 30, 2021, it was estimated with the following assumptions: stock price $0.023, conversion price $0.0131, expected term of 0.25 years, expected volatility of 247% and discount rate of 1%.
Interest expense recorded in the accompanying Statement of Operations by the Company for the year ended April 30, 2021 was $33,975 and $21,826 for the year ended April 30, 2020 At April 30, 2021 and April 30, 2020, the Company has recorded $28,776 (net of $10,416 converted above) and $5,217 (net of $16,609 converted) of accrued interest, respectively in the accompanying Balance Sheets.
At April 30, 2021, the Company did not have sufficient shares reserved with the transfer agent for the potential conversion of the principal and accrued interest. At April 30, 2021, based upon the calculated conversion price, this would be 12,753,260 shares of the Company’s common stock. Accordingly, the lender has several available remedies including calling the principal amount and accrued interest due and payable immediately. See Note 8 – Commitments and Contingencies.
Convertible Unsecured Promissory Note – December 5, 2019
On December 5, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the principal amount of $63,000, convertible into shares of common stock of the Company. The Company received $60,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or December 5, 2020.
The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Forty Percent (40%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal and accrued interest may be prepaid in full during the dates set forth below, which shall be subject to the following adjustments, subject to the payment period on the date all amounts are paid in full by the Borrower. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the convertible promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $157,500. In accordance with ASC 480, the promissory note was recorded as stock settled debt on the note issue date, and the Company recorded a $94,500 put premium liability with an offset to interest expense.
On December 5, 2019, the Company recorded debt issue costs of $3,000 as an offset to the promissory note and amortized over the 1-year term. From December 5, 2019 to April 30, 2020, the Company recorded $1,208 for amortization of the debt discounts to interest expense and the debt discount balance was $1,792 at April 30, 2020.
From June 8, 2020 to June 18, 2020, the Lender elected to convert the entire principal amount of $63,000 and $3,150 of accrued interest into 65,492,425 shares of common stock. See Note 5 – Stock. As a result of the conversion of the entire principal balance, the remaining debt discount balance of $1,792 was amortized to interest expense in the accompanying Statement of Operations for the year ended April 30, 2021.
Interest expense recorded in the accompanying Statements of Operations by the Company for the year ended April 30, 2021 was $613 and $2,537 for the year ended April 30, 2020.
Convertible Unsecured Promissory Note – January 21, 2020
On January 21, 2020, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $38,000, convertible into shares of common stock of the Company. The Company received $35,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or January 21, 2021.
The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the First Note in accordance with ASC 480 “ Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $63,333. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of January 21, 2020, and the Company recorded a $25,333 put premium liability with an offset to interest expense.
On January 21, 2020, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. For the period from January 21, 2020 to April 30, 2020, the Company recorded $822 for amortization of the debt discounts to interest expense and the debt discount balance was $2,178 at April 30, 2020.
From July 23, 2020 to July 27, 2020, the Lender elected to convert the entire principal amount and $1,900 of accrued interest into 30,692,309 shares of common stock. See Note 5 – Stock. As a result of the conversion of the entire principal balance, the remaining debt discount balance of $2,178 was amortized in full to interest expense in the accompanying Statement of Operations for the year ended April 30, 2021.
Interest expense recorded in the accompanying Statements of Operations by the Company for the years ended April 30, 2021 was $859 and $1,041 for the year ended April 30, 2020.
Convertible Unsecured Promissory Note – February 3, 2021
On February 3, 2021, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $55,000, convertible into shares of common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or February 3, 2022.
The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the First Note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $84,615. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of January 21, 2020, and the Company recorded a $29,615 put premium liability with an offset to interest expense.
On February 3, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term and the debt discount balance was $3,000 at April 30, 2021.
Interest expense recorded in the accompanying Statements of Operations by the Company for the year ended April 30, 2021 was $1,296.
Convertible Unsecured Promissory Note – March 17, 2021
On March 17, 2021, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $41,000, convertible into shares of common stock of the Company. The Company received $38,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or March 17, 2022.
The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the First Note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $63,077. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of March 17, 2021, and the Company recorded a $22,077 put premium liability with an offset to interest expense.
On March 17, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term and the debt discount balance was $3,000 at April 30, 2021.
Interest expense recorded in the accompanying Statement of Operations by the Company for the year ended April 30, 2021 was $501.
Convertible Secured Note Payable - #1
At April 30, 2021, the Company has a remaining balance of $0 from an original $550,000 face value convertible secured promissory note dated March 16, 2016, which had a balance of $30,000 at April 30, 2020. From June 18, 2020 to August 5, 2020, the lender elected to convert the remaining $30,000 of the principal amount into 21,820,000 shares of common stock. As a result of this conversions, the promissory note balance is $0 at April 30, 2021. See Note 5 – Stock.
The promissory note was due and payable on June 9, 2017 and as a result, was previously in default. However, the lender had not notified the Company of the default in writing but, the lender had several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.
The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the promissory note (1) embodies an unconditional obligation and (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based on a monetary amount known as the lender will receive $107,143 ($75,000 principal divided by the Conversion Price). In accordance with ASC 480, the promissory note was classified as stock settled debt and the Company recorded a $32,143 put premium liability on the issue date of March 16, 2016.
As a result of partial conversions of the promissory note into common stock, the Company reclassified $20,104 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability balance was $12,039 at April 30, 2020.
On January 21, 2021, the lender elected to convert $28,500 of the accrued and unpaid interest into 15,000,000 shares of common stock at a conversion price of $0.0019 per share.
As a result of the final conversion discussed above, the Company reclassified the remaining $12,039 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability balance is $0 at April 30, 2021.
The Company is accruing interest at the default rate of twenty-two percent (22%) per annum from the due date thereof until paid. During the year ended April 30, 2021 and 2020, the Company recorded $14,038 (net of $28,500 converted) and $13,037 of interest expense in the accompanying Statement of Operations and at April 30, 2021 and 2020, $76,367 and $103,429 of accrued interest was recorded in the accompanying Balance Sheets.
Convertible Secured Note Payable - #2
At April 30, 2021 and April 30, 2020, the Company has recorded $80,000 from the issuance of a convertible secured promissory note dated May 17, 2018 with terms including interest accrued at 10% annually and the principal and interest payable on May 17, 2019. The promissory note is in default at April 30, 2021. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company.
The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the promissory note (1) embodies an unconditional obligation and (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based on a monetary amount known as the lender will receive $133,333 ($80,000 principal divided by the Conversion Price). In accordance with ASC 480, the promissory note has been classified as stock settled debt and the Company recorded a $53,333 put premium liability.
Effective May 17, 2019, the Company is accruing interest at the default rate of eighteen percent (18%) per annum from the due date thereof until paid. During the years ended April 30, 2021 and 2020, the Company recorded $14,400 and $17,600 of interest expense in the accompanying Statement of Operations and at April 30, 2021 and 2020, $38,119 and $23,719 of accrued interest was recorded in the accompanying Balance Sheets. |
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- References No definition available.
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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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NOTE 4- INCOME TAXES | The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at April 30, 2021 and 2020 consist of net operating loss carryforwards and differences in the book and tax basis assets.
The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended April 30, 2021 and 2020 were as follows:
The Company’s income tax benefit differs from the “expected” income tax benefit for federal income tax purposes as follows:
The Company’s approximate net deferred tax assets are as follows:
The net operating loss carryforward was approximately $19,386,000 and $19,201,000 at April 30, 2021 and 2020, respectively. The Company provided a valuation allowance equal to the deferred income tax assets for the years ended April 30, 2021 and 2020 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward and other deferred tax assets. The increase in the valuation allowance was $50,000 in 2021.
The potential tax benefit arising from the net operating loss carryforward of $16,656,000 from the period prior to Act’s effective date will expire in 2039. The potential tax benefit arising from the net operating loss carryforward of $2,730,000 from the period following to the Act’s effective date can be carried forward indefinitely within the annual usage limitations.
Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership or business changes that may occur in the future. The Company has not conducted a study to determine the limitations on the utilization of these net operating loss carryforwards. If necessary, the deferred tax assets will be reduced by any carryforward that may not be utilized or expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.
The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s Corporate Income tax returns for tax years from 2005 (initial tax year) through 2020 remain subject to Internal Revenue Service (“IRS”) examination because the Company has not filed tax returns for these years. Because the Company has not had taxable income for the unfiled tax returns, the IRS charges a non-filing penalty of $210 for each return at 60 days after the date due. The Company has calculated that the estimated penalty for the unfiled returns would be approximately $3.150 at April 30, 2021.
At April 30, 2021 and 2020, the Company owed the State of Delaware $110,154 for unpaid state income taxes from the tax year ended April 30, 2007. The unpaid state income taxes are included as state income taxes payable in the accompanying Balance Sheets. Additionally, at April 30, 2021 and 2020, the Company owes the State of Delaware for assessed penalties and interest from the tax year ending April 30, 2007 of $261,087 and $239,522, which is included as accrued expenses in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The Company has an agreement with the State of Delaware to pay a minimum per month. However, due to cash flow constraints, the Company has been unable to pay the minimum monthly amounts and is in default of the agreement that may cause additional interest and penalties and lead to other collection efforts by the State of Delaware. |
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- References No definition available.
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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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STOCK |
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NOTE 5 - STOCK | Common Stock
The Company is authorized to issue up to 600,000,000 shares of common stock at $0.001 par value per share. Effective November 3, 2020, the Company amended its Articles of Incorporation to increase authorized shares from 450,000,000 to 600,000,000. Previously and effective October 30, 2019, the Company amended its Articles of Incorporation to increase authorized shares from 300,000,000 to 450,000,000. See Note 8 – Commitments and Contingencies for discussion related to authorized securities. At April 30, 2021, there were 419,562,102 shares issued and 418,062,102 shares outstanding. Additionally, there are 40,000 shares issuable at April 30, 2021 as described below. There are 1,500,000 shares issued to former officers that were terminated prior to their vesting period and excluded from the shares issued and outstanding at April 30, 2021. Per the employment agreements, any unvested shares not yet released to employee shall be returned to Company treasury, and employee shall be entitled to no compensation for such shares. The Company plans to pursue the return of the unvested shares.
Common Stock Issued
From June 18, 2019 to February 7, 2020, the lender of an original $550,000 face value convertible secured promissory note elected to convert $55,000 of the principal amount of the promissory note into 9,310,025 shares of common stock. See Note 3 – Debt.
On July 15, 2019, the Company received $50,000 of proceeds from a private placement offering, representing 2,500,000 shares of stock at $0.02 per share from a related party investor. See Note 7 Related Party Transactions.
On October 31, 2019, the Company received $50,000 of proceeds from a private placement offering, representing 5,000,000 shares of stock at $0.01 per share from a related party investor. See Note 7 - Related Party Transactions
From November 18, 2019 to April 15, 2020, the lender of an original $100,000 face value convertible unsecured promissory note converted $48,650 of the principal amount and $3,444 of accrued interest into 22,167,880 shares of the Company’s common stock. See Note 3 – Debt.
From November 15, 2019 to April 23, 2020, the lender of an original $150,000 face value convertible unsecured promissory note converted $4,084 of principal, $16,609 of accrued interest and $3,000 of conversion fees into 19,888,880 shares of the Company’s common stock. See Note 3 – Debt.
From May 7, 2020 to August 17, 2020, a lender of an original $100,000 face value convertible unsecured promissory note, elected to convert $39,180 of the principal amount and $4,248 of accrued interest into 43,748,599 shares of common stock resulting in a note balance of $12,170 after the conversion. See Note 3 – Debt.
Effective May 20, 2020, the Company sold 100,000 shares of common stock to an investor for $400 at a purchase price of $0.004 per share.
Effective May 25, 2020, the Company sold 1,000,000 shares of common stock to an investor for $40,000 between May 14, 2020 and May 20, 2020, at a purchase price of $0.04 per share.
From June 8, 2020 to June 18, 2020, a lender of an original $63,000 face value convertible unsecured promissory note, elected to convert the entire principal amount of $63,000 and $3,150 of accrued interest into 65,492,425 shares of common stock. See Note 3 – Debt.
From June 15, 2020 to June 29, 2020, a lender of an original $150,000 face value unsecured promissory note, elected to convert $7,433 of principal, $10,416 of accrued interest and $3,750 of conversion fees into 59,995,579 shares of common stock resulting in a note balance of $138,483 after the conversions. See Note 3 – Debt.
From June 18, 2020 to August 5, 2020, a lender of an original $550,000 face value convertible secured promissory note elected to convert the remaining $30,000 of the principal amount of the promissory note into 21,820,000 shares of common stock resulting in a note balance of $0 after the conversion. See Note 3 – Debt.
Effective July 20, 2020, the Company sold 400,000 shares of common stock to an investor for $800 at a purchase price of $0.002 per share.
From July 23, 2020 to July 27, 2020, a lender of an original $38,000 face value unsecured promissory note, elected to convert the entire principal amount of $38,000 and $1,900 of accrued interest into 30,692,309 shares of common stock. See Note 3 – Debt.
Effective September 15, 2020, the Company sold 5,000,000 shares of common stock to an investor for $10,000 at a purchase price of $0.002 per share.
Effective October 2, 2020, the Company sold 7,500,000 shares of common stock to an investor for $15,000 at a purchase price of $0.002 per share.
Effective November 1, 2020, the Company sold 2,500,000 shares of common stock to an investor for $5,000 at a purchase price of $0.002 per share.
Effective November 9, 2020, the Company sold 3,500,000 shares of common stock to an investor for $7,000 at a purchase price of $0.002 per share.
Effective November 11, 2020, the Company sold 1,000,000 shares of common stock to an investor for $2,000 at a purchase price of $0.002 per share.
Effective November 11, 2020, the Company sold 500,000 shares of common stock to an investor for $1,000 at a purchase price of $0.002 per share.
Effective December 14, 2020, the Company sold 7,500,000 shares of common stock to an investor for $15,000 at a purchase price of $0.002 per share.
On January 21, 2021, a lender of an original $550,000 face value convertible secured promissory note elected to convert $28,500 of the accrued and unpaid interest into 15,000,000 shares of common stock at a conversion price of $0.0019 per share.
Effective January 29, 2021, the Company sold 80,000 shares of common stock to an investor for $2,000 at a purchase price of $0.025 per share.
Effective February 2, 2021, the Company sold 20,000 shares of common stock to an investor for $500 at a purchase price of $0.025 per share.
Effective February 4, 2021, the Company sold 80,000 shares of common stock to an investor for $2,000 at a purchase price of $0.025 per share.
Effective February 4, 2021, the Company sold 26,666 shares of common stock to an investor for $800 at a purchase price of $0.03 per share.
Effective February 7, 2021, the Company sold 166,666 shares of common stock to an investor for $5,000 at a purchase price of $0.03 per share.
Effective March 11, 2021, the Company sold 80,000 shares of common stock to an investor for $2,000 at a purchase price of $0.025 per share.
Common Stock Issuable
Effective February 25, 2021, the Company sold 40,000 shares of common stock to an investor for $1,000 at a purchase price of $0.025 per share. The shares were not issued by the Transfer Agent at April 30, 2021 and as a result, the Company has classified the amount as Common Stock Issuable at April 30, 2021. See Note 9 – Subsequent Events. |
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- References No definition available.
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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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STOCK BASED COMPENSATION |
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NOTE 6 - STOCK BASED COMPENSATION | The following table summarizes stock option activity of the Company for the year ended April 30, 2021:
Stock Warrants
On May 8, 2019, in relation to a $150,000 convertible unsecured promissory note, the Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock of the Company at an exercise price of $0.10 per share. See Note 3 – Debt.
The Company evaluated the warrant and determined that there was no embedded conversion feature as the warrant contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro-rata distributions. The Company calculated the relative fair value between the note and the warrant on the issue date utilizing the Black Scholes Pricing Model for the warrant. As a result, the Company allocated $24,960 to the warrant and recorded as debt discount with an offset to additional paid in capital. The warrant calculation used the following assumptions: stock price $0.02, warrant exercise price $0.10, expected term of 3 years, expected volatility of 383% and discount rate of 2.38%.
From June 2019 to February 2020, 2,150,000 warrants expired as they were not exercised before the end of the exercise period.
Effective October 26, 2020, 300,000 stock warrants at an exercise price of $0.30 per share expired.
The following table summarizes stock warrant activity of the Company for the year ended April 30, 2021:
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- Definition The entire disclosure for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Apr. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 7 - RELATED PARTY TRANSACTIONS | The Company has previously accrued $740,000 for unpaid former officer compensation and $37,111 for the employer’s share of payroll taxes related to the unpaid former officer compensation in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The accrued compensation is related to two former officers and the Company believes that because of the termination of all officers, there is no employment agreement or compensation due to the former officers.
Effective November 16, 2018, the Company entered into a Master Business Agreement (“Master Agreement”) to provide the following services related to the Company’s planned 2019 football season: (1) marketing and communications, (2) sponsorship development and sales, (3) distribution and broadcasts and (4) production and show creation. The consulting firm is owned by the Chief Marketing Officer of the Company.
Effective December 31, 2020, the Master Agreement was changed to reflect a different entity controlled by Chief Marketing Officer and has a term through December 31, 2021 and provides for both cash and common stock payments for each of the above four service areas. The services to be provided are contingent on the Company obtaining a minimum $3,000,000 of investor funding by December 31, 2021.
From January 30, 2019 to November 7, 2019, the Company paid the consulting firm $52,500 as a good faith payment and recorded the payment as prepaid consulting, related party in the accompanying Balance Sheet at April 30, 2021 and 2020, respectively. Additionally, the Master Agreement specified that the Company would reimburse the consulting firm for out-of-pocket expenses and in May 2019, the Company paid $18,131 to the consulting firm for the out-of-pocket expenses.
At April 30, 2021 and 2020, the Company has recorded $177,868 and $68,618, respectively of accounts payable – related parties for Company related expenses. The 2021 balance includes $173,600 to the contract President, CEO, and member of the Board of Directors for payments made on behalf of the Company, which includes $132,600 of expenses related to a consulting agreement with the Company, $39,500 of expenses related to an office in home and $1,500 of advances made to the Company. Additionally, the balance at April 30, 2021 and 2020, includes $4,268 and $6,768, respectively paid by the contract Executive Vice President and a member of the Board of Directors on behalf of the Company.
On March 5, 2020 and August 12, 2020, a member of the Board of Directors, provided $55,000 of proceeds to the Company through the issuance of two Note Payables, one for $25,000 and another for $30,000. The Note Payable terms include an annual interest rate of 10% and are both payable on August 31, 2021, by virtue of an extension. At April 30, 2021, the Company has recorded the proceeds as note payable, related party. During the year ended April 30, 2021, the Company recorded $4,645 of interest expense in the Statement of Operations and at April 30, 2021 and April 30, 2020, $5,029 and $384, respectively of accrued interest, related party is recorded in the Balance Sheet. |
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- References No definition available.
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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
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Apr. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | Lawsuit for Legal Fees
On May 9, 2009, a previous legal firm representing the Company filed a lawsuit against the Company in the U.S. District Court for the District of Delaware for failure to pay legal fees owed in the amount of $166,129. The Company negotiated with the legal firm and in July 2014, issued the legal firm 100,000 shares of common stock valued at $0.05 per share, the quoted market price on the date of grant, as a sign of good faith towards a resolution. On April 2, 2009, to avoid the cost of litigation, the Company agreed to a Consent of Judgment against it in the amount of $166,129. The Company previously recorded $173,821 related to the dispute and is classified as accounts payable in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The judgment amount remains unpaid, and the Company has had no further contact related to the judgment.
Attorney Lien
On August 2, 2017, the Company’s former legal counsel, submitted correspondence reflecting a “charging lien” for non-payment related to $243,034 of legal services provided to the Company, which included $19,453 of interest on unpaid invoices. The retainer agreement specified that interest will be charged at 1% per month for unpaid amounts. The Company recorded $26,880 and $26,880 of interest expense related to the unpaid invoices during the years ended April 30, 2021 and 2020, resulting in a total amount owed of $348,161 and $321,281, classified as accounts payable in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The “charging lien” states that the former legal counsel will retain all Company documents in his possession unless paid the amount outstanding as described above. The Company disputes the claim made by the former legal counsel.
Supplier Dispute:
In 2016, the Company entered an agreement with a Canadian entity to be the Company’s official uniform supplier. The supplier made a claim for a $140,000 payment, which the Company disputes and the Company has recorded $140,000 of accounts payable for the claim in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The Company disputes the charge with the supplier.
Vendor Lawsuits
Bankruptcy Trustee
A chapter 7 trustee (the “Trustee”) made a claim in 2016 against the Company relating to an October 1, 2014 agreement between the Company and debtor in the Chapter 7 bankruptcy (the “Debtor”).
On August 24, 2017, the Company and the Debtor agreed to a $50,000 settlement payment by the Company to the bankruptcy trustee to resolve the matter. On August 13, 2018, the Company and the Trustee executed a Stipulation and Consent Order specifying that the Company would pay the Trustee $50,000 by August 31, 2018. If payment were not made timely by the Company and was not cured within three (3) days of the August 31, 2018 date, a consent judgment in the amount of $70,000 would be entered against the Company. The Company did not make the required payment within the timeframe and as a result, a judgment in the amount of $70,000 was entered against the Company. The Company has previously recorded $70,000 for the potential settlement as accrued expenses in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The Company received notice on December 18, 2019 that the judgement had been purchased by a third party, who extended a 10-day offer to compromise and settle the judgment debt for $25,000. The Company rejected the offer, and the judgment remains unpaid. See Note 2 – Accrued Expenses.
Logo Design and Website development Vendor:
On August 4, 2017, a vendor of the Company, filed a lawsuit in the amount of $153,016 related to unpaid invoices for logo design and website development services provided. On December 18, 2017, the Company received a settlement demand for payment of consideration with a total value of $153,016, consisting of stock valued at $26,016 and periodic cash payments to be completed on or before June 1, 2018 totaling $127,000. Further negotiations ensued and ultimately the case was settled on or about March 5, 2018.
The settlement called for the Company to make a payment to the vendor in the sum of $10,000 immediately upon receipt of an initial tranche of funding. The Company was then required to make an additional payment of $30,000 on or before June 1, 2018. The Company’s failure to make the payments as outlined would result in the entry of a judgment in favor of the vendor against the Company in the sum of $153,016, said sum representing the full amount of the vendor’s claimed damages. The Company failed to make the required payment due to lack of funding and as such, on June 4, 2018, the vendor filed the stipulated judgment. The Company has recorded accounts payable to the vendor of $153,016 in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively as the judgment remains unpaid.
Investor Relations Vendor:
The Company previously entered into a contract with a vendor for investor relations services. On December 7, 2017, the Company received a demand for payment of $153,000. Per the demand letter, the sum was to be paid on or before December 15, 2017 and if not paid, collections and or legal actions could be instituted. The Company has recorded $124,968 of accounts payable to the vendor in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The difference in amounts is that the Company terminated the agreement in writing whereas the vendor continued to charge for services after the date of termination for which the Company disagrees.
Unpaid Taxes and Penalties
At April 30, 2021 and 2020, the Company owed the State of Delaware $110,154 for unpaid state income taxes from the tax year ended April 30, 2007. The Company does not owe income taxes for any other year than 2007. The unpaid state income taxes are included as state income taxes payable in accompanying Balance Sheets at April 30, 2021 and 2020, respectively. Additionally, the Company owes the State of Delaware for penalties and interest from the tax year ending April 30, 2007 of $261,087 and $239,522, which is included as accrued expenses in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The Company has an agreement with the State of Delaware to pay a minimum per month. However, due to cash flow constraints, the Company has been unable to pay the minimum monthly amounts and is in default of the agreement that may cause additional interest and penalties and lead to other collection efforts by the State of Delaware.
In September 2015, the Company reached an offer in compromise (“OIC”) settlement with the IRS for unpaid penalties and interest from the tax year ended April 30, 2007. The settlement was in the amount of $13,785, to be paid with a $1,000 payment upon the execution of settlement, then the balance of $1,757 paid in November 2015 and making up the 20% down payment of $2,757, a second installment payment of $2,208, and then four monthly payments of $2,205. The Company made all required payments in accordance with the settlement except for the final payment of $2,205.
The Company received correspondence from the IRS that because of an application fee not being paid with the original OIC, the Company was required to submit a new OIC and the required application fee. In October 2016, the Company had a telephone call with an IRS representative and were informed to offer the last payment that was due on the original OIC of $2,205 as discussed above and pay 20% of that balance. On October 5, 2016, the Company sent to the IRS by certified mail two checks in the amount of $186 (application fee for the new OIC) and $449 (20% or $441 of the $2,205 remaining original OIC payment and an $8 processing fee).
The Company applied $441 against the remaining payment owed and the balance of $1,764 is included in accrued expenses in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. (See Note 2 – Accrued Expenses). As of the date of these financial statements, the Company has not received any further correspondence form the IRS and the Company is considered in default of the settlement agreement and the IRS could void or restructure the agreement.
SEC Correspondence
On April 19, 2018, the Company received correspondence from the SEC Division of Corporate Finance related to non-compliance with the reporting requirements under Section 13(a) of the Securities Act of 1934. The Company responded to the SEC on April 30, 2018 providing information that its past due April 30, 2017 Form 10-K was filed on April 25, 2018 and that it was actively preparing past due 10-Q filings for the periods ended July 31, 2017, October 31, 2017, and January 31, 2018. The Company requested a sixty (60) day extension to file the past due 10-Q reports. The Company filed the past due 10-Q reports with the SEC on June 11, 2018. The Company filed its Form 10-K and financial statements for the year ended April 30, 2018 on November 19, 2018 but, they were not timely filed. As the Company had not timely filed its Form 10-K for the year ended April 30, 2018, the Company may be subject, without further notice, to an administrative proceeding to revoke its registration under the Securities Act of 1934. Additionally, the Company had not timely filed various other filings in 2018 and 2019.
Master Services Agreement
Effective February 5, 2019, the Company entered into a Master Services Agreement (“Master Services”) with a third-party consulting firm to provide social and digital consulting services. The Master Services included an initial Statement of Work (“SOW”) in the amount of $167,500 for services through October 31, 2019. The SOW provided for an initial signing payment of $25,000 and $15,000 payments to be made through October 31, 2019 for services provided. The Company made the $25,000 signing payment on February 21, 2019.
The parties disputed the services provided and terminated the agreement in July 2019. A legal firm representing the consulting firm contacted the Company and claimed that the Company owes $90,000 for services, which the Company disputes. The Company completed an analysis of services provided and believes that the $90,000 claim is significantly overstated. Based upon invoices that were provided by the consulting firm later, the Company has recorded $60,000 of accounts payable in the accompanying Balance Sheets at April 30, 2021 and 2020, which the Company disputes.
Lease Agreements and Use Permit
Effective March 12, 2019, the Company entered into a lease agreement for the War Memorial Stadium in Little Rock, Arkansas for a minimum of four and a maximum of five football games for the 2019 football season. The payment for each event was $10,000 plus additional expenses including security and expenses for a total of $14,225 per event. Additionally, the Company paid a $5,000 non-refundable deposit with the execution of the lease agreement and is recorded as an other asset in the accompanying Balance Sheets at April 30, 2021 and 2020, respectively. The Company has received correspondence that the $5,000 lease deposit will be transferred successfully to a future football season.
Purchase of Football and Office Equipment
On July 18, 2019, the Company completed an agreement to purchase the bulk of the football equipment, helmets, pads, electronics, office equipment and supplies of the bankrupt Alliance of American Football Spring League. This agreement was through the bankruptcy court with a third party for $400,000 that was scheduled on the bankruptcy petition with a valuation in excess of $3,000,000. The Company funded an initial deposit of $25,000 on July 22, 2019 that was recorded as an other asset and the remaining balance of $375,000 was due by September 30, 2019, by virtue of an executed extension (See discussion below). The Company agreed to share equally the storage warehouse rent for August 2019 of $10,000 and paid $5,010 in July 2019.
Additionally, the Company structured an agreement with a third-party in bankruptcy to purchase computer and office equipment for $11,000 (including $1,000 for storage material) with a market valuation of approximately $80,000.
The Company was not going to meet the September 30, 2019 deadline to purchase the equipment described above. However, on September 25, 2019, the Company structured a $70,000 face value promissory note with the Lender that is the same party as discussed previously under Secured Convertible Notes Payable – March 9, 2016 and May 17, 2018 – see Note 3 – Debt.
On September 25, 2019, the Company received $55,284 of net proceeds from the issuance of a $70,000 face value promissory note with an original issue discount of $9,216 and debt issue costs paid to or on behalf of the lender of $5,500. The Company had previously funded a $25,000 deposit on July 25, 2019 (see above discussion) with a third-party related to the football equipment and as a result of the new agreement with the Lender, the $25,000 deposit was no longer valid and was recorded as other expense in the Statement of Operations for the year ended April 30, 2020.
As a component of the closing of the $70,000 face value promissory note, the Lender paid the $11,000 of funds for the computer and office equipment discussed above directly to the third party in bankruptcy and as a result, the Company recorded the $11,000 payment as Office Equipment in accompanying Balance Sheets at April 30, 2021 and 2020, respectively.
The $70,000 promissory note included a covenant of the Company including that on or before January 31, 2020, for an aggregate purchase price equal to $400,000, the Company shall take all necessary action to purchase from the Lender the football equipment that the Lender acquired from a third party that the Company had previously structured a $400,000 agreement to purchase – see above. Prior to January 31, 2020, the Lender agreed not to sell the football equipment unless there occurs an Event of Default or any breach or default under any other agreement by and between the Company and the Lender; provided that, if the Company has not purchased the football equipment by January 31, 2020, the parties agree that the Lender may sell such football equipment to any third party without limitation.
Additionally, the promissory note includes a covenant that specifies that on or before December 31, 2019, the Company shall have had a special meeting of the stockholders of the Company for the purpose of electing a duly elected and constituted board of directors. The Company did not have such a meeting and was in technical default of the covenant. However, the Company was in constant discussions with the lender and on February 20, 2020, the technical default was cured by the Company appointing three additional members to the Board of Directors.
Effective February 18, 2020, the Company and the Lender executed a Forbearance Agreement related to the Company not purchasing the football equipment above by the deadline of January 31, 2020. The non-payment of the football equipment constituted an Event of Default under the promissory note. The Forbearance Agreement extended the purchase date of the football equipment by the Company to March 25, 2020 (“Forbearance Termination Date”). On or before the Forbearance Termination Date, the Company shall purchase from the Lender the football equipment for (i) a purchase price equal to $435,000, if purchased prior to February 29, 2020, or (ii) a purchase price equal to $470,000, if purchased between March 1, 2020 and the Forbearance Termination Date. See discussion below related to Forbearance Termination Date. The Lender requested that Company should move the football equipment and pay for the storage and insurance in full. Effective March 6, 2020, the Company executed a one-year lease in San Antonio, Texas for the storage and insurance coverage of the football equipment.
On April 9, 2020, the Company received $30,000 of proceeds from the issuance of a note payable from the same lender described above with terms including interest accrued at 8% annually and the principal and interest were payable in six months on October 9, 2020. The note payable specified that on or before May 15, 2020, for an aggregate purchase price equal to $475,000, the Company shall, and shall take all necessary action to, purchase the football equipment described above. The Lender agreed not to sell the football equipment to a third party unless there occurs an Event of Default or any breach or default under any other agreement by and between the Company and the Lender. However, the note payable specified that if the Company did not purchase the stored football equipment by May 15, 2020, the parties agree that the Lender may sell the football equipment to any third-party without limitation.
On July 21, 2020, the Company received correspondence from the Lender that forbears on any defaults or default implications until August 30, 2020, as they relate to the $70,000 and $30,000 promissory notes. Through April 30, 2021, the Company had not received an extension of the due date related to a $70,000 note payable and a $30,000 note payable. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately and selling the football equipment. The promissory note includes customary affirmative and negative covenants of the Company. See Note 3 – Debt.
Failure to Reserve Sufficient Shares of Common Stock with Transfer Agent.
The Company has existing convertible promissory notes with a covenant to reserve sufficient shares with the transfer agent of common stock for the potential conversion of these securities. See Note 3 – Debt. At April 30, 2021, the calculated shares issuable under the assumed conversion of the promissory notes is greater than the amount of shares that the Company has reserved with the transfer agent for certain lenders. As a result, the lenders of the convertible promissory notes could declare an event of default and the principal and accrued interest would become immediately due and payable. Additionally, the lenders have additional remedies including penalties against the Company.
Property Under Lease
The Company leases a 9,000 sq. ft. warehouse facility in San Antonio, TX to store approximately 30,000 items of football equipment for which the Company has an option to purchase the equipment from a Lender for $500,000. The lease has a one-year term through March 2022, payable at $7,412 monthly. |
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- References No definition available.
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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NOTE 9 - SUBSEQUENT EVENTS | On May 3, 2021, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $48,000, convertible into shares of common stock of the Company. The Company received $45,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or May 3, 2022.
The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $80,000. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of May 3, 2021, recorded as a $32,000 put premium liability with an offset to interest expense.
On May 3, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term.
Effective May 19, 2021, the Company granted 16,800,000 restricted $0.001 par value common shares and 9,150,000 warrants to 14 key consultants, all of whom had made significant contributions to the Company over an extended period of time. All of the common shares and the warrants to purchase shares, were vested fully on the grant date. The terms of the warrants are an exercise price of $0.07 per share and an expiration date of January 31, 2024. The 16,800,000 vested shares of common stock were valued at $0.0125 per share, the quoted market price on the date of grant and the Company will record $210,000 of stock compensation expense in the Statement of Operations on the grant date of May 19, 2021. The Company evaluated the issuance of the 9,150,000 warrants in accordance with ASC 505-50, Equity Based Payments to Non-Employees, using the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrants was $110,902, which will be recorded to stock compensation expense on the grant date of May 19, 2021.
The Company used the following assumptions in estimating fair value:
On June 7, 2021, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $53,000, convertible into shares of common stock of the Company. The Company received $50,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or June 7, 2022.
The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the convertible promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections.
The principal amount and unpaid accrued interest may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount.
The Company evaluated the promissory note in accordance with ASC 480 “Distinguishing Liabilities From Equity” because the convertible promissory note (1) embodies an unconditional obligation, (2) requires the Company to settle the unconditional obligation by issuing a variable number of its common shares, and (3) is based solely on a fixed monetary amount known at inception as the lender will receive $88,333. In accordance with ASC 480, the convertible promissory note was recorded as stock settled debt on the note issue date of June 9, 2021, recorded as a $35,333 put premium liability with an offset to interest expense.
On June 9, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term.
On June 22, 2021, the Company’s Transfer Agent issued 40,000 shares of common stock to an investor that were classified as Common Stock Issuable at April 30, 2021. See Note 5 – Stock.
Effective June 9, 2021, the Company executed a finder’s agreement with a third party that would pay cash consideration of eight percent (8%) of gross proceeds raised by the Company for all parties introduced by the third party to the Company. See discussion below of Term Sheet that would be covered under the finder’s agreement.
On July 21, 2021, the Company signed a non-binding Term Sheet related to a Senior Secured Convertible Note (the “Note”) with a lender that provides for up to $1,000,000 of financing to the Company, subject to the execution of definitive documents. At the date of filing of these financial statements, the definitive documentation for the Note had not been executed. The financing would be $225,000 of cash received by the Company upon execution of the Note and up to $750,000 of cash proceeds through a line facility drawn in increments of $250,000.
Interest on the Note will be incurred at the rate of 12% per annum guaranteed and has a maturity date one year from the date of execution of the Note. In the event of an event of default, interest will be at the rate of twenty percent (20%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid.
The conversion price is $0.002 per share and conversion is not permitted for a minimum of six (6) months from the closing of each financing draw and pursuant to each draw, the Company will ensure that common stock is reserved for issuance on a one-to-one basis.
The terms include a ten percent (10%) Original Issue Discount, and the lender will retain $4,500 for legal and closing costs. The Company will have the option to prepay prior to maturity at 105% of the then outstanding Note principal and accrued interest. |
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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NATURE OF OPERATIONS BASIS OF PRESENTATION GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies) |
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NATURE OF OPERATIONS BASIS OF PRESENTATION GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from the estimates. Significant estimates in the accompanying financial statements include the valuation of derivative liabilities, estimates of loss contingencies, valuation of equity-based instruments issued for other than cash and valuation allowance on deferred tax assets. |
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Cash and Cash Equivalents | For the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at April 30, 2021 and 2020. |
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Concentrations - Concentration of Credit Risk | Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. At April 30, 2021 and 2020, the Company did not have deposits with a financial institution that exceeded the FDIC deposit insurance coverage and determined that it had no cash equivalents. |
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Property and Equipment | The Company has $57,223 of football and office equipment at April 30, 2021 and 2020, respectively. The football and office equipment are held in storage to be utilized in future planned league operations. For financial accounting purposes, depreciation for the football and office equipment will be computed by the straight-line method over an estimated useful life of 3 to 7 years. There was no depreciation expense for the years ended April 30, 2021 or 2020, respectively, because the football and office equipment is held in storage and has not been put into use because football operations have not commenced. For the year ended April 30, 2020, the Company wrote off $125,000 of previously recorded football equipment from a vendor claim that the Company disputes as the product was not delivered. |
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Impairment of Long-Lived Assets | In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. |
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Convertible Promissory Notes and Related Embedded DerivativesED | We account for the embedded conversion option contained in convertible instruments under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. The embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial Option Pricing model. On the initial measurement date, the fair value of the embedded conversion option derivative was recorded as a derivative liability and was allocated as debt discount up to the proceeds of the notes with the remainder charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract is recorded as a component of other income (expense) in the accompanying Statements of Operations.
The Company follows ASU 260 regarding changes to the classification of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, 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 would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related guidance in Topic 260. |
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Convertible Notes With Variable Conversion Options | The Company has entered into convertible promissory notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company treats these convertible promissory notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as accretion to interest expense to the date of first conversion. |
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Fair Value of Financial Instruments | ASC 820, Fair Value Measurements and Disclosures requires an entity 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 to be used to measure fair value:
Level 1 Level 1 applies to assets or liabilities with 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. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
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 cash, football equipment, accounts payable, unsecured convertible notes payable, secured convertible notes payable, notes payable, and notes payable – related party. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the Company believes that the recorded values of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Assets and liabilities measured at fair value on a recurring basis and the carrying value consist of the following at April 30, 2021 and 2020:
The following is a summary of activity of Level 3 assets and liabilities for the years ended April 30, 2021 and 2020:
Changes in fair value of the conversion option liability are included as a separate Other Income (Expense) item in the accompanying Statement of Operations. |
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Leases | The Company follows ASC 842 regarding leases whereby lessees need to recognize leases on their balance sheet as a right of use asset and a corresponding lease liability. We have elected to exclude leases with a lease term of one year or less. Accordingly, we have no leases over one year. |
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Revenue Recognition | The Company will recognize revenue in accordance with the five-step method prescribed by ASC 606 “Revenues from Contracts with Customers”. |
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League Tryout Camps | The Company will recognize league tryout camp revenue on the dates that the tryout camps are held. There were no tryout camps held by the Company during the years ended April 30, 2021 or 2020, respectively. |
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Football League Operations | The Company will recognize revenue from future football league operations including gate, parking and concessions, stadium advertising and merchandising, licensing fees, sponsorships, naming rights, broadcast and cable, franchise fees, social media and on-line digital media including merchandising, advertising, and subscriptions. The Company football operations had not commenced as of April 30, 2021. |
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Income Taxes | Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.
Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized.
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. At April 30, 2021 and 2020, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. |
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Stock Based Compensation | The Company records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees and non-employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model. |
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Net Loss per Share of Common Stock | The Company computes net earnings (loss) per share in accordance with ASC 260-10, “Earnings per Share.”, which 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 income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period and diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Securities that could potentially dilute earnings per share in the future at April 30, are as follows:
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Contingencies | Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue. |
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Related Parties | Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. |
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New Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for MLFB on May 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our financial statements.
In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company believes that the adoption of this new accounting guidance will not have a material impact on its financial statements and footnote disclosures.
The Company has evaluated other recent accounting pronouncements and their adoption, and has not had, and is not expected to have, a material impact on the Company’s financial position or results of operations. Other new pronouncements issued but not yet effective until after April 30, 2021 are not expected to have a significant effect on the Company’s financial position or results of operations. |
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- Definition Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for credit risk. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for consolidation to describe the significant judgments and assumptions made in determining whether a variable interest held by the entity requires the variable interest entity to be consolidated and (or) disclose information about its involvement with the variable interest entity; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; and the significant factors considered and judgments made in determining that the power to direct the activities that significantly impact the economic performance of the variable interest entity are shared (as defined). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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- Definition Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Disclosure of accounting policy election for short-term lease to recognize lease payments on straight-line basis over lease term and variable lease payments as incurred. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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NATURE OF OPERATIONS BASIS OF PRESENTATION GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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NATURE OF OPERATIONS BASIS OF PRESENTATION GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Assets and Liabilities measured at fair value on a recurring and non-recurring basis |
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Schedule of Conversion Option Liability |
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Schedule of both basic and diluted earnings per share |
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- Definition Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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ACCRUED EXPENSES (Tables) |
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Summary of Accrued Expenses |
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DEBT (Tables) |
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Schedule of notes payable |
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Schedule of related party notes payable |
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Schedule of convertible unsecured notes payable |
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Schedule of convertible secured note payable |
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Convertible Unsecured Promissory Note February 3, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible unsecured notes payable |
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Convertible Unsecured Promissory Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible unsecured notes payable |
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Convertible Unsecured Promissory Note March 17, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible unsecured notes payable |
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Convertible Unsecured Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible unsecured notes payable |
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Convertible Unsecured Promissory Note December 5, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible unsecured notes payable |
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Convertible Unsecured Promissory Note January 21, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible unsecured notes payable |
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INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of effective income tax rate |
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Schedule of income tax benefit for federal income tax purposes |
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Schedule of deferred tax assets and liabilities |
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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STOCK BASED COMPENSATION (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK BASED COMPENSATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value Assumptions Used to Value Stock Options |
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Schedule of Warrant Activity |
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition Tabular disclosure of activity for outstanding award under share-based payment arrangement excluding share and unit options and nonvested award. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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SUBSEQUENT EVENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Apr. 30, 2021 | |||||||||||||||||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||||||||||||||||
Schedule of assumptions in estimating fair value |
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Schedule of convertible note payable principal amount plus accrued interest |
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X | ||||||||||
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
Conversion option liability | $ 208,503 | $ 645,055 |
Level 1 [Member] | ||
Conversion option liability | 0 | 0 |
Level 2 [Member] | ||
Conversion option liability | 0 | 0 |
Level 3 [Member] | ||
Conversion option liability | $ 208,503 | $ 645,055 |
X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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- Details
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NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) |
12 Months Ended | |
---|---|---|
Apr. 30, 2021 |
Apr. 30, 2020 |
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NATURE OF OPERATIONS BASIS OF PRESENTATION GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies) | ||
Beginning balance | $ 645,055 | $ 78,005 |
Reduction in fair value of conversion option liability for conversion of promissory note | 30,795 | |
Gain from change in the fair value of conversion option liability | (405,757) | |
Initial value of conversion option liability | 350,072 | |
Initial value of debt discount of conversion option liability | 96,790 | |
Loss from change in the fair value of conversion option liability | 198,193 | |
Reclass of conversion option liability to debt premium | 0 | (78,005) |
Ending balance | $ 208,503 | $ 645,055 |
X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares |
12 Months Ended | |
---|---|---|
Apr. 30, 2021 |
Apr. 30, 2020 |
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NATURE OF OPERATIONS BASIS OF PRESENTATION GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies) | ||
Warrants to purchase common stock | 1,500,000 | 1,800,000 |
Options to purchase common stock | 1,200,000 | 1,200,000 |
Conversion of convertible unsecure promissory notes | 21,110,215 | 428,982,756 |
Conversion of convertible secured promissory notes | 14,130,497 | 102,124,456 |
Total | 37,940,712 | 534,107,212 |
X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition This element represents the weighted average total number of shares issued throughout the period including the first (beginning balance outstanding) and last (ending balance outstanding) day of the period before considering any reductions (for instance, s No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. No definition available.
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X | ||||||||||
- References No definition available.
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NATURE OF OPERATIONS, BASIS OF PRESENTATION, GOING CONCERN, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Jul. 14, 2014 |
Apr. 30, 2021 |
Apr. 30, 2020 |
Jul. 31, 2022 |
Nov. 03, 2020 |
Oct. 30, 2019 |
Apr. 30, 2019 |
Feb. 15, 2019 |
Aug. 23, 2018 |
|
Working capital deficit | $ (4,319,993) | ||||||||
Preferred stock shares authorized | 0 | 50,000,000 | |||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 450,000,000 | 300,000,000 | 200,000,000 | ||||
Net cash used in operating activities | $ (213,518) | $ (456,382) | |||||||
Anti-dilutive common stock | 198,353 | ||||||||
Accrued interest rate | 30.00% | ||||||||
Additional short term financing description | In relation to this anticipated capital raise to new investors, the Company increased its authorized shares of common stock by 150,000,000 to 600,000,000 authorized shares. Should a Demonstration Season be pursued in late spring and summer of 2022, rather than a full schedule, the funds required by the Company at this time may be substantially less than the $27 million referred to above. The majority of the $27 million would be used to fund a full spring 2022 football season | ||||||||
Short term finance | 3,000,000 | ||||||||
Net loss | $ (185,381) | (1,510,156) | |||||||
Issuance of common stock shares related to convertible debt | 50,000 | ||||||||
Accumulated deficit | $ (28,992,782) | ||||||||
Stockholders' deficit | (4,249,163) | ||||||||
Football equipments | $ 57,223 | $ 57,223 | |||||||
Football equipment written off | $ 125,000 | ||||||||
Minimum [Member] | |||||||||
Estimated useful life | 3 years | ||||||||
Maximum [Member] | |||||||||
Estimated useful life | 7 years | ||||||||
Certificate of Incorporation [Member] | June 5, 2014 [Member] | |||||||||
Amendment description | (i) effect a one-for-five (1:5) reverse split of our common stock; (ii) fix the number of authorized shares of common stock after the reverse split at one hundred and fifty million (150,000,000) shares of common stock; and (iii) authorize fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share, to be issued in series, and all properties of the preferred stock to be determined by our board of directors. | ||||||||
Major League Football [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 8,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Short term finance | $ 27,000,000 |
X | ||||||||||
- Definition Description of changes contained within amended document. No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The rate of interest that was being paid on the original debt issue that is being converted in the noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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X | ||||||||||
- Definition Number of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Details
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- Details
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- Details
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- Details
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- Details
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X | ||||||||||
- Details
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ACCRUED EXPENSES (Details) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
ACCRUED EXPENSES | ||
Penalties and interest - unpaid state income tax | $ 261,087 | $ 239,522 |
Unpaid federal income tax | 1,764 | 1,764 |
Legal settlement (See Note 8 - Commitments and Contingencies) | 70,000 | 70,000 |
Late charges on unpaid promissory note | 5,400 | 5,400 |
Total Accrued Expenses | $ 5,029 | $ 384 |
X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition Amount of expenses incurred but not yet paid nor invoiced, and liabilities classified as other. No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition The amount of estimated penalties and interest accrued as of the balance sheet date arising from income tax examinations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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DEBT (Details) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
Notes Payable | $ 332,300 | $ 330,000 |
Note Payable Nine [Member] | ||
Notes Payable | 2,300 | 0 |
Note Payable [Member] | ||
Notes Payable | 100,000 | 100,000 |
Note Payable One [Member] | ||
Notes Payable | 10,000 | 10,000 |
Note Payable Two [Member] | ||
Notes Payable | 35,000 | 35,000 |
Note Payable Three [Member] | ||
Notes Payable | 30,000 | 30,000 |
Note Payable Four [Member] | ||
Notes Payable | 5,000 | 5,000 |
Note Payable Five [Member] | ||
Notes Payable | 30,000 | 30,000 |
Note Payable Six [Member] | ||
Notes Payable | 20,000 | 20,000 |
Note Payable Seven [Member] | ||
Notes Payable | 70,000 | 70,000 |
Note Payable Eight [Member] | ||
Notes Payable | $ 30,000 | $ 30,000 |
X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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- Details
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DEBT (Details 1) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
Notes Payable, Related Party | $ 55,000 | $ 27,300 |
Notes Payable, Related Party [Member] | ||
Notes Payable, Related Party | 0 | 2,300 |
Notes Payable, Related Party One [Member] | ||
Notes Payable, Related Party | 25,000 | 25,000 |
Notes Payable, Related Party Two [Member] | ||
Notes Payable, Related Party | $ 30,000 | $ 0 |
X | ||||||||||
- Definition The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 2) - Convertible Unsecured Notes Payable [Member] - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
April 14, 2016 - Interest at 5% - principal and interest due 12 months from issuance date. In Default | $ 50,000 | $ 50,000 |
May 2, 2019 - Interest at 10% - principal and interest due May 2, 2020 | 12,170 | 51,350 |
May 8, 2019 - Interest at 12% - principal and interest due February 8, 2020 In Default with interest recorded at default rate of 24% | 138,483 | 145,916 |
December 5, 2019, Interest at 10% - principal and interest due December 5, 2020 | 0 | 63,000 |
January 21, 2020, Interest at 10% - principal and interest due January 21, 2021 | 0 | 38,000 |
February 3, 2021, Interest at 10% - principal and interest due February 3, 2022 | 55,000 | 0 |
March 17, 2021, Interest at 10% - principal and interest due March 17, 2022 | 41,000 | 0 |
Plus: put premium | 60,942 | 154,066 |
Less: debt discount | (6,000) | (4,010) |
Total Convertible Unsecured Notes Payable, net of debt discount and put premium | $ 351,595 | $ 498,322 |
X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount (premium). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Details
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DEBT (Details 3) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
121 to 180 days after the OID [Member] | |
Principal amount plus accrued interest | 136.00% |
61 to 120 days after the OID [Member] | |
Principal amount plus accrued interest | 124.00% |
0 to 60 days after the OID [Member] | |
Principal amount plus accrued interest | 112.00% |
X | ||||||||||
- Definition Percentage of principal amount of debt redeemed. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 4) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
91 to 180 days after the Issuance Date [Member] | |
Principal amount plus accrued interest | 135.00% |
0 to 90 days after the Issue Date [Member] | |
Principal amount plus accrued interest | 125.00% |
X | ||||||||||
- Definition Percentage of principal amount of debt redeemed. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 5) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
151 to 180 days [Member] | |
Principal amount plus accrued interest | 140.00% |
121 to 150 days [Member] | |
Principal amount plus accrued interest | 135.00% |
91 to 120 days [Member] | |
Principal amount plus accrued interest | 130.00% |
31 to 60 days [Member] | |
Principal amount plus accrued interest | 120.00% |
61 to 90 days [Member] | |
Principal amount plus accrued interest | 125.00% |
0 to 30 days [Member] | |
Principal amount plus accrued interest | 115.00% |
X | ||||||||||
- Definition Percentage of principal amount of debt redeemed. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 6) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
151 to 180 days [Member] | |
Principal amount plus accrued interest | 140.00% |
121 to 150 days [Member] | |
Principal amount plus accrued interest | 135.00% |
0 to 30 days [Member] | |
Principal amount plus accrued interest | 115.00% |
31 to 60 days [Member] | |
Principal amount plus accrued interest | 120.00% |
61 to 90 days [Member] | |
Principal amount plus accrued interest | 125.00% |
91 to 120 days [Member] | |
Principal amount plus accrued interest | 130.00% |
X | ||||||||||
- Definition Percentage of principal amount of debt redeemed. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 7) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
61 to 90 days [Member] | |
Principal amount plus accrued interest | 125.00% |
0 to 30 days [Member] | |
Principal amount plus accrued interest | 115.00% |
31 to 60 days [Member] | |
Principal amount plus accrued interest | 120.00% |
91 to 120 days [Member] | |
Principal amount plus accrued interest | 130.00% |
121 to 180 days [Member] | |
Principal amount plus accrued interest | 135.00% |
X | ||||||||||
- Definition Percentage of principal amount of debt redeemed. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 8) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
0 to 30 days [Member] | |
Principal amount plus accrued interest | 115.00% |
61 to 90 days [Member] | |
Principal amount plus accrued interest | 125.00% |
31 to 60 days [Member] | |
Principal amount plus accrued interest | 120.00% |
91 to 120 days [Member] | |
Principal amount plus accrued interest | 130.00% |
121 to 180 days [Member] | |
Principal amount plus accrued interest | 135.00% |
X | ||||||||||
- Definition Percentage of principal amount of debt redeemed. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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DEBT (Details 9) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
Convertible Secured Note Payable: | ||
Convertible secured note payable Principal and interest at 10% due June 9, 2017. IN DEFAULT with interest recorded at default rate of 22%. | $ 0 | $ 30,000 |
Convertible secured note payable Principal and interest at 8% due May 17, 2019. IN DEFAULT with interest recorded at default rate of 18%. | 80,000 | 80,000 |
Plus: put premium | 53,333 | 65,372 |
Total Convertible Secured Notes Payable | $ 133,333 | $ 175,372 |
X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount, after accumulated amortization, of debt premium. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Expense of conversion option liability, Fair value No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of amortization expense attributable to debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition A unique description of a noncash or part noncash stock conversion. The description would be expected to include sufficient information to provide an understanding of the nature and purpose of the conversion. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The name of the original debt issue that has been converted in a noncash (or part noncash) transaction during the accounting period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. No definition available.
|
X | ||||||||||
- Definition The amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The rate of interest that was being paid on the original debt issue that is being converted in the noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount by which the convertible debt's if-converted value exceeds its principle amount at the balance sheet date, regardless of whether the instrument is currently convertible. This element applies to public companies only. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Description of the maturity date of the debt instrument including whether the debt matures serially and, if so, a brief description of the serial maturities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount, before accumulated amortization, of debt issuance costs related to line of credit arrangements. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Fixed interest rate related to the interest rate derivative. No definition available.
|
X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of the cost of borrowed funds accounted for as interest expense for debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition For investments which are quantified by principal amount, the principle balance held at close of period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount for notes payable (written promise to pay), payable to related parties, which are due after one year (or one business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Restrictions on equity-based instruments during the vesting period, such as the inability to transfer unvested awards, are not taken into account in estimating the fair value of the award. However, restrictions that remain in effect after an award is vested, such as the inability to transfer or hedge vested options or a prohibition on the sale of outstanding vested shares (or other type of equity) for a period of time, affect the estimate of an award's fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Agreed-upon price for the exchange of the underlying asset relating to the share-based payment award. No definition available.
|
X | ||||||||||
- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
X | ||||||||||
- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares of stock issued attributable to transactions classified as other. No definition available.
|
X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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- Details
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- Details
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- Details
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- Details
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X | ||||||||||
- Details
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- Details
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- Details
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- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
INCOME TAXES (Details) |
12 Months Ended | |
---|---|---|
Apr. 30, 2021 |
Apr. 30, 2020 |
|
INCOME TAXES | ||
Statutory federal rate | (21.00%) | (21.00%) |
State tax rate, net of federal effect | (5.75%) | (5.75%) |
Change in federal tax rates | 0.00% | 0.00% |
Change in valuation allowance | 26.75% | 26.75% |
Total provision for income taxes | 0.00% | 0.00% |
X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). No definition available.
|
X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- References No definition available.
|
INCOME TAXES (Details 1) - USD ($) |
12 Months Ended | |
---|---|---|
Apr. 30, 2021 |
Apr. 30, 2020 |
|
INCOME TAXES | ||
Income tax benefit at U.S. Federal Income Tax rate | $ (39,000) | $ (313,000) |
State income taxes, net of federal benefit | (11,000) | (86,000) |
Effect of change in federal statutory rate | 0 | 0 |
Change in valuation allowance | 50,000 | 399,000 |
Net Income tax benefit | $ 0 | $ 0 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations, attributable to increase (decrease) in the income tax rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
INCOME TAXES (Details 2) - USD ($) |
Apr. 30, 2021 |
Apr. 30, 2020 |
---|---|---|
Deferred tax assets: | ||
Net operating loss carry forward | $ 5,187,000 | $ 5,137,000 |
Total deferred tax assets | 5,187,000 | 5,137,000 |
Less: deferred tax asset valuation allowance | (5,187,000) | (5,137,000) |
Total Net deferred tax assets | $ 0 | $ 0 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
INCOME TAXES (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Apr. 30, 2021 |
Apr. 30, 2020 |
|
INCOME TAXES | ||
Change in valuation allowance | $ 50,000 | |
Net operating loss carry-forwards | 19,386,000 | $ 19,201,000 |
Potential tax benefit | 2,730,000 | $ 16,656,000 |
Potential tax benefit expiration year | 2039 | |
Expire term | for tax years from 2005 (initial tax year) through 2020 | |
Income tax payable | 110,154 | $ 110,154 |
Penalties and Interest payable | 261,087 | $ 239,522 |
Penalty for the unfiled returns | $ 3,150 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The amount of estimated penalties and interest accrued as of the balance sheet date arising from income tax examinations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of valuation allowance pertaining to the deferred tax asset representing potential future taxable deductions from tax credit carryforwards for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of all notes and loans payable (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Cash outflow for origination of loan for purchasing common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
|
X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements. No definition available.
|
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- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
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- References No definition available.
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- References No definition available.
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- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
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- Definition Net number of non-option equity instruments granted to participants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired. No definition available.
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- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
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- Definition Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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STOCK BASED COMPENSATION (Details Narrative) - USD ($) |
1 Months Ended | 5 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Oct. 26, 2020 |
Jul. 20, 2020 |
Jun. 29, 2020 |
Apr. 23, 2020 |
Apr. 30, 2021 |
Apr. 30, 2020 |
|
Common stock shares | 400,000 | |||||
Shares amount | $ 800 | |||||
Purchase price | $ 0.002 | |||||
Shares issued upon exercise of warrant, shares | 59,995,579 | 19,888,880 | ||||
Expected term | 2 months 30 days | 2 months 30 days | ||||
Expected volatility | 247.00% | 437.00% | ||||
Discount rate | 0.09% | 0.09% | ||||
June 2019 to February 2020 [Member] | Lender 3 [Member] | ||||||
Number of warrants expired | 2,150,000 | |||||
Warrant [Member] | May 8, 2019 [Member] | ||||||
Shares issued upon exercise of warrant, shares | 1,500,000 | |||||
Term of acquisition | 3 years | |||||
Unsecured promissory note | $ 150,000 | |||||
Exercise price | $ 0.30 | $ 0.10 | ||||
Debt discount | $ 24,960 | |||||
Expected term | 3 years | |||||
Expected volatility | 383.00% | |||||
Discount rate | 2.38% | |||||
Number of warrants expired | 300,000 | |||||
Stock price | $ 0.02 |
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- References No definition available.
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- References No definition available.
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- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of debt discount to be amortized within one year or within the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
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- Definition Restrictions on equity-based instruments during the vesting period, such as the inability to transfer unvested awards, are not taken into account in estimating the fair value of the award. However, restrictions that remain in effect after an award is vested, such as the inability to transfer or hedge vested options or a prohibition on the sale of outstanding vested shares (or other type of equity) for a period of time, affect the estimate of an award's fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of stock issued attributable to transactions classified as other. No definition available.
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- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of uncollateralized debt obligations (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- References No definition available.
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- Definition The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
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- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount for accounts payable to related parties. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The average effective interest rate during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of interest expense classified as other. No definition available.
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- Definition Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 09, 2020 |
Mar. 12, 2019 |
Mar. 05, 2018 |
Dec. 07, 2017 |
Aug. 04, 2017 |
Aug. 02, 2017 |
May 09, 2009 |
Sep. 25, 2019 |
Jul. 18, 2019 |
May 29, 2019 |
Feb. 21, 2019 |
Aug. 31, 2018 |
Dec. 18, 2017 |
Aug. 24, 2017 |
Oct. 31, 2016 |
Nov. 30, 2015 |
Sep. 30, 2015 |
Jul. 31, 2014 |
Apr. 30, 2021 |
Apr. 30, 2020 |
Apr. 30, 2017 |
Apr. 30, 2016 |
Jan. 31, 2020 |
Sep. 30, 2019 |
Jul. 25, 2019 |
Apr. 30, 2019 |
Feb. 05, 2019 |
Oct. 31, 2018 |
|
Accounts payable | $ 173,821 | |||||||||||||||||||||||||||
Processing fee | $ 8 | |||||||||||||||||||||||||||
State income taxes payable | 110,154 | 110,154 | ||||||||||||||||||||||||||
Accrual for taxes, penalties and interest owed to IRS and the State of Delaware from the tax year ending April 30, 2007 | 261,087 | 239,522 | ||||||||||||||||||||||||||
Monthly payables | 261,289 | 217,143 | ||||||||||||||||||||||||||
Other expense | 3,750 | 28,000 | ||||||||||||||||||||||||||
Accounts payable | 1,641,838 | 1,551,400 | ||||||||||||||||||||||||||
Interest expense | 179,586 | 499,121 | ||||||||||||||||||||||||||
Internal Revenue Service (IRS) [Member] | ||||||||||||||||||||||||||||
Settlement amount | 13,785 | |||||||||||||||||||||||||||
Payment upon the execution of settlement | $ 2,757 | $ 1,000 | ||||||||||||||||||||||||||
Payment of settlement | $ 1,757 | |||||||||||||||||||||||||||
Percentage of down payment on settlement amount | 20.00% | 20.00% | ||||||||||||||||||||||||||
Payment of second installment of settlement | 2,208 | |||||||||||||||||||||||||||
Payment of monthly installment of settlement | $ 2,205 | $ 2,205 | ||||||||||||||||||||||||||
Application fee for OIC | 186 | |||||||||||||||||||||||||||
Remaining Original OIC payment | $ 449 | 2,205 | ||||||||||||||||||||||||||
Accrued expenses | 1,764 | $ 1,764 | ||||||||||||||||||||||||||
Owed settlement paid | 441 | 441 | ||||||||||||||||||||||||||
Law Firm Having Consent Of Judgement Against Company [Member] | Pending Litigation [Member] | ||||||||||||||||||||||||||||
Damages awarded in litigation matter from Consent of Judgement | $ 166,129 | |||||||||||||||||||||||||||
Stock issued as compensation for service, shares | 100,000 | |||||||||||||||||||||||||||
Price per share | $ 0.05 | |||||||||||||||||||||||||||
Settlement of lawsuit paid | 166,129 | 166,129 | ||||||||||||||||||||||||||
Bankruptcy Trustee [Member] | Pending Litigation [Member] | ||||||||||||||||||||||||||||
Settlement of lawsuit paid | $ 50,000 | |||||||||||||||||||||||||||
Settlement amount | $ 50,000 | |||||||||||||||||||||||||||
Description of settlement judgement amount | The Company did not make the required payment within the timeframe and as a result, a judgment in the amount of $70,000 was entered against the Company. The Company has previously recorded $70,000 for the potential settlement as accrued expenses in the accompanying Balance Sheet at April 30, 2020 | |||||||||||||||||||||||||||
Judgement debt | $ 25,000 | |||||||||||||||||||||||||||
Logo Design and Website development Vendor [Member] | ||||||||||||||||||||||||||||
Accounts payable | 153,016 | 153,016 | ||||||||||||||||||||||||||
Payment upon the execution of settlement | $ 153,016 | |||||||||||||||||||||||||||
Logo Design and Website development Vendor [Member] | June 1, 2018 [Member] | ||||||||||||||||||||||||||||
Settlement additional payment | 30,000 | |||||||||||||||||||||||||||
Logo Design and Website development Vendor [Member] | Tranche [Member] | ||||||||||||||||||||||||||||
Periodic cash payments | $ 10,000 | $ 127,000 | ||||||||||||||||||||||||||
Logo Design and Website development Vendor [Member] | Pending Litigation [Member] | ||||||||||||||||||||||||||||
Lawsuit claim amount | 153,016 | |||||||||||||||||||||||||||
Common stock, shares value | 26,016 | |||||||||||||||||||||||||||
Law suit claim received | $ 153,016 | |||||||||||||||||||||||||||
Investor Relations Vendor [Member] | Pending Litigation [Member] | ||||||||||||||||||||||||||||
Accounts payable | 124,968 | 124,968 | $ 124,968 | |||||||||||||||||||||||||
Payment upon the execution of settlement | $ 153,000 | |||||||||||||||||||||||||||
Lease Agreement [Member] | ||||||||||||||||||||||||||||
Operating lease payable | $ 10,000 | |||||||||||||||||||||||||||
Repayment of lease | $ 10,000 | |||||||||||||||||||||||||||
Impairment of football equipment | $ 135,323 | |||||||||||||||||||||||||||
Amount payable for each event | $ 10,000 | |||||||||||||||||||||||||||
Amount payable for each event including security and expenses | 14,225 | |||||||||||||||||||||||||||
Payment of non-refundable deposit | 5,000 | |||||||||||||||||||||||||||
Lease deposit transferred | $ 5,000 | |||||||||||||||||||||||||||
Purchase of Football and Office Equipment [Member] | ||||||||||||||||||||||||||||
Description of agreement to purchase football equipment | Company completed an agreement to purchase the bulk of the football equipment, helmets, pads, electronics, office equipment and supplies of the bankrupt Alliance of American Football Spring League. This agreement was through the bankruptcy court with a third party for $400,000 that was scheduled on the bankruptcy petition with a valuation in excess of $3,000,000. The Company funded an initial deposit of $25,000 on July 22, 2019 that was recorded as an other asset and the remaining balance of $375,000 was due by September 30, 2019, by virtue of an executed extension (See discussion below). Additionally, the Company agreed to share equally the storage warehouse rent for August 2019 of $10,000 and paid $5,010 in July 2019 | |||||||||||||||||||||||||||
Office equipment | 11,000 | $ 11,000 | ||||||||||||||||||||||||||
Storage material | 1,000 | |||||||||||||||||||||||||||
Market value of equipment | 80,000 | |||||||||||||||||||||||||||
Promissory note | $ 70,000 | $ 70,000 | 70,000 | $ 70,000 | $ 70,000 | |||||||||||||||||||||||
Net proceed from issuance of promissory note | 55,284 | |||||||||||||||||||||||||||
Debt issue discount | 9,216 | |||||||||||||||||||||||||||
Debt issuance cost | $ 5,500 | |||||||||||||||||||||||||||
Deposits | $ 25,000 | |||||||||||||||||||||||||||
Other expense | 25,000 | |||||||||||||||||||||||||||
Computer and office equipment | 11,000 | |||||||||||||||||||||||||||
Aggregate purchase price of lenders football equipment | 400,000 | |||||||||||||||||||||||||||
Structured price of football equipment | $ 400,000 | |||||||||||||||||||||||||||
Description of forbearance agreement | Company shall purchase from the Lender the football equipment for (i) a purchase price equal to $435,000, if purchased prior to February 29, 2020, or (ii) a purchase price equal to $470,000, if purchased between March 1, 2020 and the Forbearance Termination Date. | |||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 30,000 | |||||||||||||||||||||||||||
Rate of interest | 8.00% | |||||||||||||||||||||||||||
Aggregate purchase price of note payable | $ 475,000 | |||||||||||||||||||||||||||
Description of default promissory note | On July 21, 2020, the Company received correspondence from the Lender that forbears on any defaults or default implications until August 30, 2020, as they relate to the $70,000 and $30,000 promissory notes. | |||||||||||||||||||||||||||
San Antonio [Member] | ||||||||||||||||||||||||||||
Lease Description | The Company leases a 9,000 sq. ft. warehouse facility in San Antonio, TX to store approximately 30,000 items of football equipment for which the Company has an option to purchase the equipment from a Lender for $500,000. | |||||||||||||||||||||||||||
Lease Term | Mar. 31, 2022 | |||||||||||||||||||||||||||
Monthly payables | $ 7,412 | |||||||||||||||||||||||||||
Supplier Dispute [Member] | Football equipment [Member] | ||||||||||||||||||||||||||||
Accounts payable | 140,000 | $ 140,000 | ||||||||||||||||||||||||||
Settlement amount | $ 140,000 | |||||||||||||||||||||||||||
Attorney Lien [Member] | ||||||||||||||||||||||||||||
Accounts payable | 348,161 | 321,281 | ||||||||||||||||||||||||||
Legal fees | $ 243,034 | |||||||||||||||||||||||||||
Interest expense | $ 19,453 | $ 26,880 | $ 26,880 | |||||||||||||||||||||||||
Interest rate per month | 1.00% | |||||||||||||||||||||||||||
Herm Edwards [Member] | ||||||||||||||||||||||||||||
Accounts payable | $ 216,667 | |||||||||||||||||||||||||||
Third Party Consulting Firm [Member] | Master Services Agreement [Member] | ||||||||||||||||||||||||||||
Initial statement of work (SOW), amount | $ 167,500 | |||||||||||||||||||||||||||
Initial signing amount payable upon execution of SOW | 25,000 | |||||||||||||||||||||||||||
Amount payable under agreement | $ 15,000 | |||||||||||||||||||||||||||
Initial signing amount paid | $ 25,000 | |||||||||||||||||||||||||||
Description of legal claim | A legal firm representing the consulting firm contacted the Company and claimed that the Company owes $90,000 for services, which the Company disputes. The Company completed an analysis of services provided and believes that the $90,000 claim is significantly overstated. Based upon invoices that were provided by the consulting firm later, the Company recorded $60,000 of accounts payable in the accompanying Balance Sheet at April 30, 2020 |
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- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of amortization expense attributable to debt issuance costs. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Carrying value as of the balance sheet date of short-term borrowings using unsecured obligations issued by banks, corporations and other borrowers to investors. The maturities of these money market securities generally do not exceed 270 days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of debt discount to be amortized within one year or within the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The aggregate of all deposit liabilities held by the entity, including foreign and domestic, interest and noninterest bearing; may include demand deposits, saving deposits, Negotiable Order of Withdrawal (NOW) and time deposits among others. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amount of estimated penalties and interest accrued as of the balance sheet date arising from income tax examinations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line. No definition available.
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- Definition Date which lease or group of leases is set to expire, in CCYY-MM-DD format. No definition available.
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- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount awarded to other party in judgment or settlement of litigation. No definition available.
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- Definition Amount of damages awarded to the plaintiff in the legal matter. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The value (monetary amount) of the award the plaintiff seeks in the legal matter. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The charge against earnings resulting from the write down of long lived assets other than goodwill due to the difference between the carrying value and lower fair value. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of expense classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amount of cash paid for the settlement of litigation or for other legal issues during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of cash inflow from issuance of long-term debt classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount before accumulated depreciation, depletion and amortization of other physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Per share or per unit amount of equity securities issued. No definition available.
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- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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SUBSEQUENT EVENTS (Details) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
0 to 30 days [Member] | |
Principal amount plus accrued interest | 115.00% |
31 to 60 days [Member] | |
Principal amount plus accrued interest | 118.00% |
61 to 90 days [Member] | |
Principal amount plus accrued interest | 123.00% |
91 to 120 days [Member] | |
Principal amount plus accrued interest | 127.00% |
121 to 180 days [Member] | |
Principal amount plus accrued interest | 129.00% |
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- Definition Percentage of principal amount of debt redeemed. No definition available.
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SUBSEQUENT EVENTS (Details 1) |
12 Months Ended |
---|---|
Apr. 30, 2021
$ / shares
| |
SUBSEQUENT EVENTS | |
Stock Price | $ 0.0125 |
Exercise Price | $ 0.070 |
Expected Remaining Term | 2 years 8 months 5 days |
Volatility | 302.00% |
Annual Rate of Quarterly Dividends | 0.00% |
Risk Free Interest Rate | 0.01% |
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- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. No definition available.
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- References No definition available.
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- Definition Measure of dispersion, in percentage terms (for instance, the standard deviation or variance), for a given stock price. No definition available.
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- Definition The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
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- References No definition available.
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SUBSEQUENT EVENTS (Details 2) |
12 Months Ended |
---|---|
Apr. 30, 2021 | |
0 to 30 days [Member] | |
Principal amount plus accrued interest | 115.00% |
31 to 60 days [Member] | |
Principal amount plus accrued interest | 118.00% |
61 to 90 days [Member] | |
Principal amount plus accrued interest | 123.00% |
91 to 120 days [Member] | |
Principal amount plus accrued interest | 127.00% |
121 to 180 days [Member] | |
Principal amount plus accrued interest | 129.00% |
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- Definition Percentage of principal amount of debt redeemed. No definition available.
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SUBSEQUENT EVENTS (Details Narrative) |
1 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 07, 2021
USD ($)
|
May 03, 2021
USD ($)
|
Jul. 21, 2021
USD ($)
$ / shares
|
Jun. 09, 2021 |
May 19, 2021
USD ($)
integer
$ / shares
shares
|
Jun. 29, 2020
USD ($)
|
Jun. 22, 2021
shares
|
Apr. 30, 2021
USD ($)
$ / shares
|
Apr. 30, 2020
USD ($)
$ / shares
|
|
Cash pay, percentage | 8.00% | ||||||||
Debt instrument converted amount | $ 7,433 | ||||||||
Put premium liability | $ 32,434 | $ 34,233 | |||||||
Share price, per share | $ / shares | $ 0.025 | $ 0.30 | |||||||
Subsequent Event [Member] | |||||||||
Cash pay, percentage | 8.00% | ||||||||
Debt issuance costs | $ 3,000 | $ 3,000 | |||||||
Vested shares of common stock | shares | 16,800,000 | ||||||||
Amortization period | 1 year | 1 year | |||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||
Common stock, shares granted | shares | 16,800,000 | ||||||||
Share price, per share | $ / shares | $ 0.001 | ||||||||
Number of key consultant | integer | 14 | ||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Warrant to purchase common stock shares | shares | 9,150,000 | ||||||||
Warant expiration date | Jan. 31, 2024 | ||||||||
Vested shares of common stock valued, price per share | $ / shares | $ 0.0125 | ||||||||
Stock compensation expense | $ 210,000 | ||||||||
Fair value for the stock warrants | $ 110,902 | ||||||||
Warrant or right, reason for issuance, description | The Company evaluated the issuance of the 9,150,000 warrants in accordance with ASC 505-50, Equity Based Payments to Non-Employees, using the Black Scholes Pricing Model to determine the fair value. | ||||||||
Issuance of warrants equity based payments to non-employees | shares | 9,150,000 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Lender [Member] | |||||||||
Debt issuance costs | $ 3,000 | ||||||||
Financing | $ 1,000,000 | ||||||||
Cash received | 225,000 | ||||||||
Note amount | 750,000 | ||||||||
Cash proceeds | $ 250,000 | ||||||||
Interest rate | 12.00% | ||||||||
Default interest rate | 20.00% | ||||||||
Conversion price | $ / shares | $ 0.002 | ||||||||
Original Issue Discount rate | 10.00% | ||||||||
Legal cost | $ 4,500 | ||||||||
Option to prepay prior to maturity percentage | 105.00% | ||||||||
Receivable amount | 88,333 | $ 80,000 | |||||||
Put premium liability | $ 35,333 | $ 32,000 | |||||||
Subsequent Event [Member] | Investor [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt instrument, description | Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or June 9, 2022. | Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The convertible promissory note is due in one (1) year from the date of issuance or May 3, 2022. | |||||||
Debt instrument converted amount | $ 48,000 | ||||||||
Proceeds from issuance of convertible promissory note | $ 50,000 | $ 45,000 | |||||||
Conversion price descriptions | The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). | The Conversion Price is equal to Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). | |||||||
Transfer Agent [Member] | Subsequent Event [Member] | |||||||||
Stock issuable | shares | 40,000 |
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- Definition Interest rate used to find the present value of an amount to be paid or received in the future as an input to measure fair value. For example, but not limited to, weighted average cost of capital (WACC), cost of capital, cost of equity and cost of debt. No definition available.
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- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
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- Definition Description of reason for issuing warrant or right. No definition available.
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- Definition Amount of common stock allocated to investors to buy shares of a new issue of common stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Dividend or interest rate associated with the financial instrument issued in exchange for the original debt being converted in a noncash or part noncash transaction. Noncash are transactions that affect recognized assets or liabilities but that do not result in cash receipts or cash payments. Part noncash refers to that portion of the transaction not resulting in cash receipts or cash payments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The name of the original debt issue that has been converted in a noncash (or part noncash) transaction during the accounting period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. No definition available.
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- Definition Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Remaining amortization period of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
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- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Gross number of share options (or share units) granted during the period. No definition available.
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- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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- Definition Number of options vested. No definition available.
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- Definition Expiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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