x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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30-0298178
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Page
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||
PART I.
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FINANCIAL INFORMATION
|
|
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
25
|
|
Item 3.
|
31
|
|
Item 4.
|
31
|
|
PART II.
|
OTHER INFORMATION
|
|
Item 1.
|
32
|
|
Item 1A.
|
32
|
|
Item 2.
|
32
|
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Item 3.
|
33
|
|
Item 4.
|
33
|
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Item 5.
|
33
|
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Item 6.
|
33
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|
34
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October 31, 2015
|
April 30, 2015
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
9,762
|
$
|
14,034
|
||||
Accounts receivable
|
52,341
|
10
|
||||||
Other current assets
|
2,114
|
5,706
|
||||||
Total Current Assets
|
64,217
|
19,750
|
||||||
Property and equipment, net of accumulated depreciation and amortization of $205,025 and $203,215, respectively (NOTE B)
|
8,237
|
10,047
|
||||||
Goodwill
|
10,000
|
10,000
|
||||||
Other assets
|
9,628
|
9,628
|
||||||
Deposits
|
79,776
|
79,776
|
||||||
Total Long Term Assets
|
107,641
|
109,451
|
||||||
Total assets from continuing operations
|
171,858
|
129,201
|
||||||
ASSETS FROM DISCONTINUED OPERATIONS (NOTE C)
|
2,454
|
13,955
|
||||||
Total assets
|
$
|
174,312
|
$
|
143,156
|
||||
LIABILITIES AND DEFICIT
|
||||||||
Liabilities:
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,600,084
|
$
|
1,382,598
|
||||
Current portion notes payable net of beneficial conversion feature of $736,596 and $762,426, respectively (NOTE D)
|
2,032,923
|
1,374,786
|
||||||
Derivative liabilities
|
1,678,052
|
1,605,535
|
||||||
Total Current Liabilities
|
5,311,059
|
4,362,919
|
||||||
Long term portion notes payable net of beneficial conversion features of $15,262 and $0, respectively (NOTE D)
|
1,043,606
|
1,263,369
|
||||||
Loans payable-related parties (NOTE E)
|
395,853
|
385,853
|
||||||
Total Long Term Liabilities
|
1,439,459
|
1,649,222
|
||||||
Total liabilities from continuing operations
|
6,750,518
|
6,012,141
|
||||||
LIABILITIES FROM DISCONTINUED OPERATIONS (NOTE C)
|
41,072
|
70,117
|
||||||
Total liabilities
|
6,791,590
|
6,082,258
|
||||||
Deficit:
|
||||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized of which 35,850 shares have been designated as Series A convertible preferred stock, with a stated value of $100 per share, 125 and 125 shares issued and outstanding, respectively
|
12,500
|
12,500
|
||||||
Preferred stock B, 1,000 shares have been designated as Series B redeemable preferred stock, $0.001 par value, with a liquidation and redemption value of $10,000 per share, 0 and 0 shares issued and outstanding, respectively
|
-
|
-
|
||||||
Preferred stock C, 200,000 shares have been designated as Series C redeemable, convertible preferred, $0.001 par value, with a liquidation and redemption value of $10 per share, 0 and 0 shares issued and outstanding, respectively
|
-
|
-
|
||||||
Common stock, $0.001 par value; 750,000,000 shares authorized, 134,865,129 and 43,238,320 shares issued and outstanding, respectively
|
134,865
|
43,238
|
||||||
Common stock to be issued 4,699,662 and 2,356,598, respectively
|
4,700
|
2,356
|
||||||
Additional paid-in-capital
|
44,390,665
|
42,528,909
|
||||||
Accumulated deficit
|
(51,879,110
|
)
|
(49,178,453
|
)
|
||||
Deficit attributable to Sparta Commercial Services, Inc.
|
(7,336,381
|
)
|
(6,591,450
|
)
|
||||
Non-controlling interest
|
719,103
|
652,348
|
||||||
Total Deficit
|
(6,617,278
|
)
|
(5,939,102
|
)
|
||||
Total Liabilities and Deficit
|
$
|
174,312
|
$
|
143,156
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October 31
|
October 31
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Revenue
|
||||||||||||||||
Information technology
|
$
|
167,348
|
$
|
138,074
|
$
|
334,571
|
$
|
270,881
|
||||||||
Cost of goods sold
|
37,656
|
48,470
|
81,802
|
86,047
|
||||||||||||
Gross profit
|
129,693
|
89,604
|
252,769
|
184,834
|
||||||||||||
Operating expenses:
|
||||||||||||||||
General and administrative
|
720,202
|
685,680
|
1,388,223
|
1,217,394
|
||||||||||||
Depreciation and amortization
|
753
|
897
|
1,810
|
1,793
|
||||||||||||
Total operating expenses
|
720,954
|
686,578
|
1,390,033
|
1,219,188
|
||||||||||||
Loss from operations
|
(591,262
|
)
|
(596,974
|
)
|
(1,137,264
|
)
|
(1,034,353
|
)
|
||||||||
Other (income) expense:
|
||||||||||||||||
Other income
|
(10,791
|
)
|
(5,011
|
)
|
(17,944
|
)
|
(15,779
|
)
|
||||||||
Financing cost
|
200,294
|
159,809
|
682,676
|
246,651
|
||||||||||||
Amortization of debt discount
|
508,709
|
189,324
|
931,175
|
314,065
|
||||||||||||
(Gain) loss in changes in fair value of derivative liability
|
(155,560
|
)
|
203,825
|
(80,095
|
)
|
(8,704
|
)
|
|||||||||
Total other expense
|
542,651
|
547,948
|
1,515,811
|
536,233
|
||||||||||||
Loss from continuing operations
|
$
|
(1,133,913
|
)
|
$
|
(1,144,922
|
)
|
$
|
(2,653,075
|
)
|
$
|
(1,570,586
|
)
|
||||
Loss from discontinued operations
|
(17,898
|
)
|
(16,653
|
)
|
(30,446
|
)
|
(111,017
|
)
|
||||||||
Net Loss
|
(1,151,811
|
)
|
(1,161,575
|
)
|
(2,683,520
|
)
|
(1,681,603
|
)
|
||||||||
Net (gain) loss attributed to Non-controlling interest
|
(12,491
|
)
|
7,460
|
(16,754
|
)
|
19,251
|
||||||||||
Preferred dividend
|
(382
|
)
|
(191
|
)
|
(382
|
)
|
(382
|
)
|
||||||||
Net loss attributed to Sparta Commercial Services, Inc. common shareholders
|
$
|
(1,164,684
|
)
|
$
|
(1,154,306
|
)
|
$
|
(2,700,657
|
)
|
$
|
(1,662,735
|
)
|
||||
Basic and diluted loss per share
|
$
|
(0.02
|
)
|
$
|
(0.05
|
)
|
$
|
(0.04
|
)
|
$
|
(0.07
|
)
|
||||
Basic and diluted loss per share attributed to
Sparta Commercial Services, Inc. common shareholders
|
$
|
(0.02
|
)
|
$
|
(0.05
|
)
|
$
|
(0.04
|
)
|
$
|
(0.07
|
)
|
||||
Weighted average shares outstanding
|
67,509,145
|
21,906,215
|
75,749,160
|
22,275,630
|
Series A
|
Series B
|
Series C
|
Common Stock
|
Additional
|
Non-
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Preferred Stock
|
Preferred Stock
|
Common Stock
|
to be issued
|
Paid in
|
Accumulated
|
controlling
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Interest
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||
Balance April 30, 2015
|
125
|
$
|
12,500
|
-
|
$
|
-
|
-
|
$
|
-
|
43,238,320
|
$
|
43,238
|
2,356,598
|
$
|
2,356
|
$
|
42,528,909
|
$
|
(49,178,453
|
)
|
$
|
652,348
|
$
|
(5,939,102
|
)
|
|||||||||||||||||||||||||||||||
Correcting
|
(30,060
|
) |
(30
|
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Rounding
|
1
|
332
|
333
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability reclassification
|
1,029,765
|
1,029,765
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of subsidiary preferred stock
|
50,000
|
50,000
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock
|
760,456
|
760
|
19,240
|
20,000
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for financing cost
|
3,309,433
|
3,309
|
45,531
|
48,840
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for conversion of notes, interest and accounts payable
|
77,485,924
|
77,486
|
2,343,064
|
2,344
|
656,399
|
736,197
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Stock compensation
|
10,066,000
|
10,066
|
110,461
|
120,527
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee stock & options expense
|
35,056
|
35
|
29
|
64
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred dividend
|
(382
|
)
|
(382
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss
|
(2,700,275
|
)
|
16,754
|
(2,683,521
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Balance October 31, 2015
|
125
|
$
|
12,500
|
-
|
$
|
-
|
-
|
$
|
-
|
134,865,129
|
$
|
134,865
|
4,699,662
|
$
|
4,700
|
$
|
44,390,665
|
$
|
(51,879,110
|
)
|
$
|
719,103
|
$
|
(6,617,278
|
)
|
Six Months Ended
|
||||||||
October 31
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net Loss
|
$
|
(2,683,520
|
)
|
$
|
(1,681,603
|
)
|
||
Adjustments to reconcile net loss to net cash used in
operating activities:
|
||||||||
Corrections
|
331
|
-
|
||||||
Depreciation and amortization
|
1,810
|
1,793
|
||||||
(Gain) loss due to change in fair value of derivative liabilities
|
(80,095)
|
(8,704)
|
||||||
Amortization of debt discount
|
931,175
|
314,065
|
||||||
Equity based finance cost
|
48,840
|
187,923
|
||||||
Non cash financing cost
|
261,770
|
- | ||||||
Equity based compensation
|
120,591
|
204,386
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(52,331
|
)
|
(98,442
|
)
|
||||
Other assets
|
3,592
|
(66,505
|
)
|
|||||
Accounts payable and accrued expenses
|
312,754
|
38,375
|
||||||
Net cash used in operating activities
|
(1,135,084
|
)
|
(1,108,713
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of equipment
|
-
|
-
|
||||||
Net cash (used in) investing activities
|
-
|
- | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|||||||
Net proceeds from sale of common stock
|
20,000
|
497,478
|
||||||
Net proceeds from sale of subsidiary preferred stock
|
50,000
|
-
|
||||||
Net proceeds from convertible notes
|
1,659,518
|
485,000
|
||||||
Net payments on convertible notes
|
(671,163
|
)
|
(97,500
|
)
|
||||
Net proceeds from subsidiary notes
|
80,000
|
155,000
|
||||||
Net proceeds from related party notes
|
10,000
|
-
|
||||||
Net cash provided by financing activities
|
1,148,355
|
1,039,978
|
||||||
Cash flows from discontinued operations:
|
||||||||
Depreciation of assets of discontinued operations
|
2,474
|
10,902
|
||||||
Cash used in operating activities of discontinued operations
|
(20,017
|
)
|
-
|
|||||
Cash used in financing activities of discontinued operations
|
-
|
(3,065
|
)
|
|||||
Net Cash flow from discontinued operation
|
(17,543
|
)
|
7,837
|
|||||
Net Decrease in cash
|
$
|
(4,272
|
)
|
$
|
(60,898
|
)
|
||
Cash and cash equivalents, beginning of period
|
$
|
14,034
|
$
|
70,456
|
||||
Cash and cash equivalents , end of period
|
$
|
9,762
|
$
|
9,558
|
||||
Cash paid for:
|
||||||||
Interest
|
$
|
14,746
|
$
|
27,359
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
·
|
Level 1 — Quoted prices for identical instruments in active markets. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain securities that are highly liquid and are actively traded in over-the-counter markets.
|
·
|
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
·
|
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurements. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques based on significant unobservable inputs, as well as management judgments or estimates that are significant to valuation.
|
Leasehold improvements
|
3 years
|
Furniture and fixtures
|
7 years
|
Website costs
|
3 years
|
Computer Equipment
|
5 years
|
October 31,
2015
|
April 30,
2015
|
|||||||
Computer equipment, software and furniture
|
$
|
213,263
|
$
|
213,262
|
||||
Less: accumulated depreciation
|
(205,025
|
)
|
(203,215
|
)
|
||||
Net property and equipment
|
$
|
8,238
|
$
|
10,047
|
Six Months Ended
|
||||||||
October 31,
|
October 31,
|
|||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
28,256
|
$
|
23,163
|
||||
Net (loss)
|
$
|
(30,446
|
)
|
$
|
(111,017
|
)
|
October 31,
|
April 30,
|
|||||||
2015
|
2015
|
|||||||
Motorcycles and other vehicles
|
$
|
13,261
|
$
|
22,086
|
||||
Less: accumulated depreciation
|
(10,793
|
)
|
(13,456
|
)
|
||||
Motorcycles and other vehicles, net of accumulated depreciation
|
2,468
|
8,630
|
||||||
Less: estimated reserve for residual values
|
(1,247
|
)
|
(2,436
|
)
|
||||
Motorcycles and other vehicles under operating leases, net
|
$
|
1,221
|
$
|
6,194
|
October 31,
|
April 30,
|
|||||||
2015
|
2015
|
|||||||
Secured, subordinated individual lender (a)
|
$
|
28,992
|
$
|
58,037
|
||||
Secured, subordinated individual lender (b)
|
12,080
|
12,080
|
||||||
Total
|
$
|
41,072
|
$
|
70,117
|
(a)
|
The Company had financed certain of its leases and RISCs through two third parties. The repayment terms are generally one year to five years and the notes are secured by the underlying assets. The weighted average interest rate at October 31, 2015 is 15.29%.
|
(b)
|
On October 31, 2008, the Company purchased certain loans secured by a portfolio of secured motorcycle leases (“Purchased Portfolio”) for a total purchase price of $100,000. The Company paid $80,000 at closing, $10,000 in April 2009 and agreed to pay the remaining $10,000 upon receipt of additional Purchase Portfolio documentation. As of October 31, 2015, no such documents have been received. Proceeds from the Purchased Portfolio started accruing to the Company beginning November 1, 2008. To finance the purchase, the Company issued a $150,000 Senior Secured Note dated October 31, 2008 (“Senior Secured Note”) in exchange for $100,000 from the holder. Terms of the Senior Secured Note require the Company to make semi-monthly payments in amounts equal to all net proceeds from Purchased Portfolio lease payments and motorcycle asset sales received until the Company has paid $150,000 to the holder. The Company was obligated to pay any remainder of the Senior Secured Note by November 1, 2009 which was extended to May 1, 2015, and has granted the note holder a security interest in the Purchased Portfolio. On January 31, 2015, the holder converted $50,000 of the outstanding balance of the Note into 60,606 shares of the Company’s restricted common stock. The note, which had an outstanding balance of $12,080 at October 31, 2015. The Company is in negotiations with the noteholder to extend the term of this note.
|
Year ended October 31,
|
Amount
|
|||
2016
|
$
|
41,072
|
||
Total Due
|
$
|
41,072
|
Notes Payable
|
October 31,
2015
|
April 30,
2015
|
||||||
Notes convertible at holder’s option (a)
|
$
|
2,411,387
|
$
|
2,707,080
|
||||
Notes convertible at Company’s option (b)
|
171,000
|
15,000
|
||||||
Notes with interest only convertible at Company’s option (c)
|
260,000
|
285,000
|
||||||
Non-convertible notes payable (d)
|
986,000
|
393,000
|
||||||
Subtotal
|
3,828,387
|
3,400,580
|
||||||
Less, Debt discount
|
(751,858
|
)
|
(762,426
|
)
|
||||
Total
|
$
|
3,076,528
|
$
|
2,638,154
|
Significant Assumptions:
|
||||||||
Risk free interest rate
|
Ranging from
|
0.01 |
%
|
to
|
1.29 |
%
|
||
Expected stock price volatility
|
251 |
%
|
||||||
Expected dividend payout
|
0 | |||||||
Expected options life in years
|
Ranging from
|
.01 |
year
|
to
|
4.10 |
years
|
Significant Assumptions:
|
||||||||
Risk free interest rate
|
Ranging from
|
0.06 |
%
|
to
|
0.65 |
%
|
||
Expected stock price volatility
|
251 |
%
|
||||||
Expected dividend payout
|
0 | |||||||
Expected options life in years
|
Ranging from
|
.20 |
year
|
to
|
1.8 |
years
|
October 31,
2015
|
||||
Opening balance, April 30, 2015
|
$
|
1,605,535
|
||
Derivative liability reclassified to additional paid in capital
|
(1,029,765
|
)
|
||
Derivative financial liability arising on the issue of convertible notes
|
1,022,187
|
|||
Fair value adjustments
|
80,095
|
|||
Closing balance
|
$
|
1,678,052
|
●
|
issued 4,005,396 shares of common stock which had been classified as to be issued at April 30, 2015,
|
●
|
sold 760,456 shares of restricted common stock to an accredited investor for $20,000,
|
●
|
issued 73,480,530 shares of common stock upon the conversion of $705,574 principal amount of convertible notes,
|
●
|
accrued 4,386,240 shares for the conversion of $30,623 of converted notes and accrued interest,
|
●
|
issued 3,309,433 shares of common stock valued at $48,840 pursuant to terms of various notes,
|
●
|
issued 10,066,000 shares of common stock valued at $120,527 pursuant to consulting agreements,
|
●
|
issued 35,056 shares of common stock to three employees pursuant to vesting provisions of prior stock awards.
|
Amount
|
||||
Balance at April 30, 2015
|
$
|
652,348
|
||
Sale of preferred stock
|
50,000
|
|||
Non-controlling interest’s share of profits
|
16,754
|
|||
Balance at October 31, 2015
|
$
|
719,103
|
Fair Value Measurement Using
|
||||||||||||||||
Fair Value at
October 31,
2015
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Derivative liabilities
|
$
|
1,678,052
|
-
|
-
|
$
|
1,678,052
|
New Additions
|
Decrease
|
|||||||||||||||
April 30,
|
During
|
in Fair
|
October 31,
|
|||||||||||||
2015
|
Period
|
Value
|
2015
|
|||||||||||||
Derivative liability
|
$
|
1,605,535
|
$
|
1,800,336
|
$
|
(1,727,819)
|
$
|
1,678,052
|
||||||||
Total
|
$
|
1,605,535
|
$
|
1,800,336
|
$
|
(1,727,819)
|
$
|
1,678,052
|
|
·
|
Issued 3,309,433 shares of common stock valued at $48,840 pursuant to the terms of the notes
|
|
·
|
Issued 340,000 shares of common stock in settlement of $14,450 in accounts payable
|
|
·
|
Issued 73,140,530 shares of common stock upon conversion of $691,124 of interest and notes and accounts payable
|
|
·
|
Issued 35,056 shares of common stock to three employees pursuant to vesting schedules of prior stock awards
|
|
·
|
Issued 4,005,396 shares of common stock which had been recorded as to be issued at April 30, 2015
|
·
|
Issued 37,633,885 shares of common stock upon the conversion of $122,762 of notes and accrued interest thereon.
|
·
|
Issued 6,051,980 shares valued at $52,000 pursuant to the terms of notes.
|
·
|
Issued 2,543,737 shares listed as to be issued at October 31, 2015.
|
·
|
Issued 5,165,000 shares to a consultant valued at $19,369 pursuant to the terms of his consulting agreement.
|
·
|
Borrowed a total of $69,000 from four accredited investors in one year, 10% notes and agreed to issue up to a total of 2,000,000 shares of restricted common stock as inducement for the loans.
|
Quarter Ended
|
||||||||
October 31,
|
October 31,
|
|||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
9,841
|
$
|
11,297
|
||||
Net (loss)
|
$
|
(17,898
|
)
|
$
|
(16,653
|
)
|
Six Months Ended
|
||||||||
October 31,
|
October 31,
|
|||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
28,256
|
$
|
23,163
|
||||
Net (loss)
|
$
|
(30,446
|
)
|
$
|
(111,017
|
)
|
●
|
lack of documented policies and procedures;
|
|
●
|
we have no audit committee;
|
|
●
|
there is a risk of management override given that our officers have a high degree of involvement in our day to day operations.
|
|
●
|
there is no effective separation of duties, which includes monitoring controls, between the members of management.
|
|
·
|
issued 51,430,614 shares of common stock upon the conversion of $331,422 principal amount of convertible notes,
|
|
·
|
accrued 4,386,240 shares for the conversion of $30,623 of converted notes and accrued interest,
|
|
·
|
issued 2,908,374 shares of common stock valued at $37,762 pursuant to terms of various notes,
|
|
·
|
issued 7,220,000 shares of common stock valued at $38,447 pursuant to consulting agreements,
|
Exhibit No.
|
Description
|
|
11
|
Statement re: computation of per share earnings is hereby incorporated by reference to “Financial Statements” of Part I - Financial Information, Item 1 - Financial Statements, contained in this Form 10-Q.
|
|
31.1*
|
||
31.2*
|
||
32.1*
|
||
32.2*
|
||
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
* Filed herewith
|
SPARTA COMMERCIAL SERVICES, INC.
|
|
Date: December 21, 2015
|
By: /s/ Anthony L. Havens
|
Anthony L. Havens
|
|
Chief Executive Officer
|
|
Date: December 21, 2015
|
By: /s/ Anthony W. Adler
|
Anthony W. Adler
|
|
Principal Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended October 31, 2015 of Sparta Commercial Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Anthony L. Havens
|
|
Anthony L. Havens
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended October 31, 2015 of Sparta Commercial Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Anthony W. Adler
|
|
Anthony W. Adler
|
|
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Anthony L. Havens
|
|
Anthony L. Havens
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Anthony W. Adler
|
|
Anthony W. Adler
|
|
Principal Financial Officer
|
Document And Entity Information - shares |
6 Months Ended | |
---|---|---|
Oct. 31, 2015 |
Dec. 11, 2015 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SPARTA COMMERCIAL SERVICES, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --04-30 | |
Entity Common Stock, Shares Outstanding | 186,259,731 | |
Amendment Flag | false | |
Entity Central Index Key | 0000318299 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
|
Revenue | ||||
Information technology | $ 167,348 | $ 138,074 | $ 334,571 | $ 270,881 |
Cost of goods sold | 37,656 | 48,470 | 81,802 | 86,047 |
Gross profit | 129,693 | 89,604 | 252,769 | 184,834 |
Operating expenses: | ||||
General and administrative | 720,202 | 685,680 | 1,388,223 | 1,217,394 |
Depreciation and amortization | 753 | 897 | 1,810 | 1,793 |
Total operating expenses | 720,954 | 686,578 | 1,390,033 | 1,219,188 |
Loss from operations | (591,262) | (596,974) | (1,137,264) | (1,034,353) |
Other (income) expense: | ||||
Other income | (10,791) | (5,011) | (17,944) | (15,779) |
Financing cost | 200,294 | 159,809 | 682,676 | 246,651 |
Amortization of debt discount | 508,709 | 189,324 | 931,175 | 314,065 |
(Gain) loss in changes in fair value of derivative liability | (155,560) | 203,825 | (80,095) | (8,704) |
Total other expense | 542,651 | 547,948 | 1,515,811 | 536,233 |
Loss from continuing operations | (1,133,913) | (1,144,922) | (2,653,075) | (1,570,586) |
Loss from discontinued operations | (17,898) | (16,653) | (30,446) | (111,017) |
Net Loss | (1,151,811) | (1,161,575) | (2,683,520) | (1,681,603) |
Net (gain) loss attributed to Non-controlling interest | (12,491) | 7,460 | (16,754) | 19,251 |
Preferred dividend | (382) | (191) | (382) | (382) |
Net loss attributed to Sparta Commercial Services, Inc. common shareholders | $ (1,164,684) | $ (1,154,306) | $ (2,700,657) | $ (1,662,735) |
Basic and diluted loss per share (in Dollars per share) | $ (0.02) | $ (0.05) | $ (0.04) | $ (0.07) |
Basic and diluted loss per share attributed to Sparta Commercial Services, Inc. common shareholders (in Dollars per share) | $ (0.02) | $ (0.05) | $ (0.04) | $ (0.07) |
Weighted average shares outstanding (in Shares) | 67,509,145 | 21,906,215 | 75,749,160 | 22,275,630 |
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (UNAUDITED) - 6 months ended Oct. 31, 2015 - USD ($) |
Total |
Series A Preferred Stock [Member] |
Series B Preferred Stock [Member] |
Series C Preferred Stock [Member] |
Common Stock [Member] |
Common Stock To Be Issued [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Noncontrolling Interest [Member] |
---|---|---|---|---|---|---|---|---|---|
Balance at Apr. 30, 2015 | $ (5,939,102) | $ 12,500 | $ 0 | $ 0 | $ 43,238 | $ 2,356 | $ 42,528,909 | $ (49,178,453) | $ 652,348 |
Balance (in Shares) at Apr. 30, 2015 | 125 | 0 | 0 | 43,238,320 | 2,356,598 | ||||
Correcting | $ (30) | ||||||||
Correcting (in Shares) | (30,060) | ||||||||
Rounding | 333 | $ 1 | 332 | ||||||
Derivative liability reclassification | 1,029,765 | 1,029,765 | |||||||
Sale of subsidiary preferred stock | 50,000 | 50,000 | |||||||
Sale of common stock | 20,000 | $ 760 | 19,240 | ||||||
Sale of common stock (in Shares) | 760,456 | ||||||||
Shares issued for financing cost | 48,840 | $ 3,309 | 45,531 | ||||||
Shares issued for financing cost (in Shares) | 3,309,433 | ||||||||
Shares issued for conversion of notes, interest and accounts payable | 736,197 | $ 77,486 | $ 2,344 | 656,399 | |||||
Shares issued for conversion of notes, interest and accounts payable (in Shares) | 77,485,924 | 2,343,064 | |||||||
Stock compensation | 120,527 | $ 10,066 | 110,461 | ||||||
Stock compensation (in Shares) | 10,066,000 | ||||||||
Employee stock & options expense | 64 | $ 35 | 29 | ||||||
Employee stock & options expense (in Shares) | 35,056 | ||||||||
Preferred dividend | (382) | (382) | |||||||
Net loss | (2,683,521) | (2,700,275) | 16,754 | ||||||
Balance at Oct. 31, 2015 | $ (6,617,278) | $ 12,500 | $ 0 | $ 0 | $ 134,865 | $ 4,700 | $ 44,390,665 | $ (51,879,110) | $ 719,103 |
Balance (in Shares) at Oct. 31, 2015 | 125 | 0 | 0 | 134,865,129 | 4,699,662 |
NOTE A - SUMMARY OF ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Significant Accounting Policies [Text Block] |
NOTE A – SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of October 31, 2015 and for the three and six month periods ended October 31, 2015 and 2014 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended April 30, 2015 as disclosed in the Company’s Form 10-K for that year as filed with the Securities and Exchange Commission.
The condensed consolidated balance sheet as of April 30, 2015 contained herein has been derived from the audited consolidated financial statements as of April 30, 2015, but do not include all disclosures required by the U.S. GAAP.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Specialty Reports, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.
Business
Sparta Commercial Services, Inc. ("Sparta" "we," "us," or the "Company") is a Nevada corporation. We are a technology company that develop and market mobile app tools, products and services. We also provide vehicle history reports and a municipal leasing program.
Our roots are in the Powersports industry and our original focus was providing consumer and municipal financing to the powersports, recreational vehicle, and automobile industries (see Discontinued Operations). Presently, through our subsidiary, Specialty Reports, Inc. (SRI), we offer Mobile App development, sales, marketing and support, and Vehicle History Reports.
Our mobile application (mobile app) offerings have broadened our base beyond vehicle dealers to a wide range of businesses including, but not limited to, restaurants, hotels, and grocery stores. We also private label our mobile app framework to enable other businesses to offer custom apps to their customers.
Our vehicle history reports include Cyclechex (Motorcycle History Reports at www.cyclechex.com); RVchex (Recreational Vehicle History Reports at www.rvchex.com); CarVINreport (Automobile at www.carvinreport.com) and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com). Our Vehicle History Reports are designed for consumers, retail dealers, auction houses, insurance companies and banks/finance companies.
Sparta also administers a Municipal Leasing Program for local and/or state agencies throughout the country who are seeking a better and more economical way to finance their essential equipment needs, including police motorcycles, cruisers, buses, and EMS equipment. We are continuing to expand our roster of equipment manufacturers and the types of equipment we lease.
Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Discontinued Operations
As discussed in NOTE C, in the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs, and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of operations for all periods presented.
Revenue Recognition
Information Technology:
Revenues from mobile app products are recognized upon delivery. Revenues from History Reports are recognized upon delivery / download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery. There were no deferred revenues at October 31, 2015 and April 30, 2015.
Discontinued Operations:
Revenues from RISCs and leases
The RISCs are secured by liens on the titles to the vehicles. The RISCs are accounted for as loans. Upon purchase, the RISCs appear on our balance sheet as RISC loans receivable current and long term. When the RISC is entered into our accounting system, based on the customer's APR (interest rate), an amortization schedule for the loan on a simple interest basis is created. Interest is computed by taking the principal balance times the APR rate then divided by 365 days to get your daily interest amount. The daily interest amount is multiplied by the number of days from the last payment to get the interest income portion of the payment being applied. The balance of the payment goes to reducing the loan principal balance.
Our leases are accounted for as either operating leases or direct financing leases. At the inception of operating leases, no lease revenue is recognized and the leased motorcycles, together with the initial direct costs of originating the lease, which are capitalized, appear on the balance sheet as "motorcycles under operating leases-net". The capitalized cost of each motorcycle is depreciated over the lease term, on a straight-line basis, down to the original estimate of the projected value of the motorcycle at the end of the scheduled lease term (the "Residual"). Monthly lease payments are recognized as rental income. An acquisition fee classified as fee income on the financial statements is received and recognized in income at the inception of the lease. Direct financing leases are recorded at the gross amount of the lease receivable, and unearned income at lease inception is amortized over the lease term.
We realize gains and losses as the result of the termination of leases, both at and prior to their scheduled termination, and the disposition of the related motorcycle. The disposal of motorcycles, which reach scheduled termination of a lease, results in a gain or loss equal to the difference between proceeds received from the disposition of the motorcycle and its net book value. Net book value represents the residual value at scheduled lease termination. Lease terminations that occur prior to scheduled maturity because of the lessee's voluntary request to purchase the vehicle have resulted in net gains, equal to the excess of the price received over the motorcycle's net book value.
Early lease terminations also occur because of (i) a default by the lessee, (ii) the physical loss of the motorcycle, or (iii) the exercise of the lessee's early termination. In those instances, we receive the proceeds from either the resale or release of the repossessed motorcycle, or the payment by the lessee's insurer. We record a gain or loss for the difference between the proceeds received and the net book value of the motorcycle. We charge fees to manufacturers and other customers related to creating a private label version of our financing program including web access, processing credit applications, consumer contracts and other related documents and processes. Fees received are amortized and booked as income over the length of the contract.
Inventories
Inventories are valued at the lower of cost or market, with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value.
Website Development Costs
The Company recognizes website development costs in accordance with Accounting Standards Codification (“ASC”) 350-50, "Accounting for Website Development Costs." As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website are included in cost of net revenues in the current period expenses.
Cash Equivalents
For the purpose of the accompanying financial statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
Income Taxes
Deferred income taxes are provided using the asset and liability method for financial reporting purposes in accordance with the provisions of ASC 740-10, "Accounting for Uncertainty in Income Taxes (“ASC 740-10”)." Under this method, deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. As a result of implementing ASC 740-10, there has been no adjustment to the Company’s financial statements and the adoption of ASC 740-10 did not have a material effect on the Company’s consolidated financial statements for the year ending April 30, 2015 or the three months or six months ended October 31, 2015.
Fair Value Measurements
The Company adopted ASC 820, “Fair Value Measurements (“ASC 820”).” ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets the lowest priority to unobservable inputs to fair value measurements of certain assets and Liabilities. The three levels of the fair value hierarchy under ASC 820 are described below:
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not always be available.
Impairment of Long-Lived Assets
In accordance ASC 360-10, “Impairment or Disposal of Long-Lived Assets,” long-lived assets, such as property, equipment, motorcycles and other vehicles and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows or quoted market prices in active markets if available, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Comprehensive Income
In accordance with ASC 220-10, “Reporting Comprehensive Income,” (“ASC 220-10”) establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. At October 31, 2015 and April 30, 2015, the Company has no items of other comprehensive income.
Segment Information
The Company adopted ASC 280-10 “Disclosures about Segments of an Enterprise and Related Information,” “ASC 208-10”). ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in consolidated financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance. The information disclosed herein, materially represents all of the financial information related to the Company's principal operating segments.
In the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. As these lines of business were discontinued during the fiscal year ending April 30, 2014, the Company has discontinued segment reporting.
Stock Based Compensation
The Company adopted ASC 718-10, “Compensation-Stock Compensation Overall” (“ASC 718-10”), which records compensation expense on a straight-line basis, generally over the explicit service period of three to five years.
ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations. The Company is using the Black-Scholes option-pricing model as its method of valuation for share-based awards. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.
Property and Equipment
Property and equipment are recorded at cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. Depreciation is calculated using the straight-line method over the estimated useful lives. Estimated useful lives of major depreciable assets are as follows:
Advertising Costs
The Company follows a policy of charging the costs of advertising to expenses incurred. During the six months ended October 31, 2015 and 2014, the Company incurred advertising costs of $1,301 and $3,819, respectively. During the three months ended October 31, 2015 and 2014, the Company incurred advertising expenses of $251 and zero, respectively.
Net Loss Per Share
The Company uses ASC 260-10, “Earnings Per Share,” for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.
Per share basic and diluted net loss attributable to common stockholders amounted to $0.02 and $0.05 for the three months ended October 31, 2015 and 2014, respectively, and $0.04 and $0.07 for the six months ended October 31, 2015 and 2014, respectively. At October 31, 2015 and 2014, 304,617,676 and 5,586,766 potential shares, respectively, were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.
Liquidity
As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred a net loss of $2,683,520 and $1,681,603 during the six months ended October 31, 2015 and October 31, 2014, respectively. The Company’s current liabilities exceed its current assets by $5,246,843 as of October 31, 2015.
Reclassifications
Certain reclassifications have been made to conform to prior periods' data to the current presentation. These reclassifications had no effect on reported losses.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or applications to specific industries and are not expected to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows.
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NOTE B - PROPERTY AND EQUIPMENT |
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Property, Plant and Equipment Disclosure [Text Block] |
NOTE B – PROPERTY AND EQUIPMENT
Major classes of property and equipment at October 31, 2015 and April 30, 2015 consist of the followings:
Depreciation expense of continuing operations for property and equipment was $1,810 and $1,793, respectively for the six months ended October 31, 2015 and 2014 and $753 and $897, respectively for the three months ended October 31, 2015 and 2014.
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NOTE C - DISCONTINUED OPERATIONS |
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Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] |
NOTE C – DISCONTINUED OPERATIONS
In the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented.
The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. The following table presents summarized operating results for those discontinued operations.
As the Company sold all of its portfolio of performing RISCs, and a portion of its portfolio of leases with the remaining leases in final run-off mode, therefore there no portfolio performance measures were calculated for the six months ended October 31, 3015 or the year ending April 30, 2015.
ASSETS INCLUDED IN DISCONTINUED OPERATIONS
MOTORCYCLES AND OTHER VEHICLES UNDER OPERATING LEASES
Motorcycles and other vehicles under operating leases at October 31, 2015 and April 30, 2015:
At April 30, 2015, motorcycles and other vehicles are being depreciated to their estimated residual values over the lives of their lease contracts. Depreciation expense for vehicles for the six months ended October 31, 2015 was $2,474 and for the year ended April 30, 2015, it was $28,736. All of the assets are pledged as collateral for the note described in SECURED NOTES PAYABLE in this Note C. These remaining leases are in a run-off mode.
INVENTORY
Inventory is comprised of repossessed vehicles and vehicles which have been returned at the end of their lease. Inventory is carried at the lower of depreciated cost or market, applied on a specific identification basis. At October 31, 2015 and at April 30, 2015, the Company had no repossessed vehicles which are held for resale.
RETAIL (RISC) LOAN RECEIVABLES
All of the Company’s RISC performing loan receivables were sold in August 2013. As of October 31, 2015 and April 30, 2015, the Company had: RISC loans net of reserves of $1,510 and $8,744, respectively.
As the Company sold all of its portfolio of RISCs, and a portion of its portfolio of leases with the remaining leases in final run-off mode, therefore there no portfolio performance measures were calculated for the quarter or six months ending October 31, 2015 or the year ending April 30, 2015.
LIABILITIES INCLUDED IN DISCONTINUED OPERATIONS
SECURED NOTES PAYABLE
At October 31, 2015, the notes payable mature as follows:
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NOTE D - NOTES PAYABLE |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] |
NOTE D – NOTES PAYABLE
(a) Notes convertible at holder’s option consists of:
(i) a $815,868, 8% note originally due April 30, 2014, but subsequently amended to such time as the lawsuit filed by the Company (see: PART II, ITEM 1 LEGAL PROCEEDINGS) is fully adjudicated, convertible at the holder’s option at $0.495 per share. The Company had recorded a $663,403 beneficial conversion discount for this note, which was fully amortized during fiscal 2013;
(ii) (a) a $40,000 note due August 21, 2016. The Company has recorded a beneficial conversion discount of $28,996 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion prices such that during the period during which the note is outstanding, the note convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 25,000,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the note is not paid when due, the interest rate is increased to eighteen percent until the note is paid in full;
(iii) (a) a $25,000, 12% convertible debenture due May 27, 2014 (the “Debenture”). The Debenture is convertible at $0.59 per share. The Company issued the holder 5,000 shares of its restricted common stock as inducement for the loan, and (b) a $50,000, 12% debenture, due March 20, 2015, convertible at the holder’s option at $0.59 per share), the Company issued the holder 10,000 shares of its restricted common stock as inducement for the loan. In fiscal 2014, the Company has recorded a $50,000 beneficial conversion discount for this note. The discount is being fully amortized over the term of the note; If the Company has not redeemed the outstanding principal and accrued interest of both Debentures in cash by their Maturity Dates and the original Debenture between the Holder and the Company dated September 19, 2007 is no longer outstanding, then for every 30 day period past the Maturity Date of which the principal balance an any accrued interest of this Debenture remain outstanding, the Company shall issue the Holder the greater of (i) 1,333 shares of the Company’s restricted common stock or (ii) the number of shares of the Company’s restricted common stock equal to $2,000 determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 19th of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under Paragraph 12 of the Debentures, the Debentures shall be considered past due but not in default.
(iv) seven notes aggregating $118,250, all due August 15, 2015 with interest ranging from 15% to 20%, with accrued interest compounding monthly at 0.66667%. On one $25,000 note, which had been past due, the Company is paying 667 monthly penalty shares until the note is paid in full. All of the notes are convertible at the holder’s option at $0.25 per share. In fiscal 2012, the Company has recorded a $5,340 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes the Company is in negotiations with the noteholder to extend the due date of the notes;
(v) three notes aggregating $106,250, all due August 15, 2015 with interest ranging from 20% to 25% with accrued interest compounding monthly at 0.66667%, all of the notes are convertible at the holder’s option at $0.25 per share. In fiscal 2012, the Company has recorded a $6,120 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes the Company is in negotiations with the noteholder to extend the due date of the notes;
(vi) (a) $32,319 outstanding on a $59,000, 5% convertible note due December 16, 2015. This is the final tranche of a $165,000 note. The conversion price is the lesser of $1.20 or 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $29,333 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note, (b) a $27,500 5% convertible note due February 25, 2017. This is the initial tranche of a $165,000 note. The conversion price is 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $21,079 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note, and (c) a $33,000 5% convertible note due August 25, 2017. This is the second tranche of a $165,000 note. The conversion price is 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $9,029 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note. The Company has reserved up to 44,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(vii) (a) a $27,500, 5% convertible note due March 23, 2015, and (b) a $27,500, 5% convertible note due June 15, 2016. This lender has committed to lend up to $165,000. The lender may lend additional consideration to the Company in such amounts and at such dates as lender may choose in its sole discretion. The principal sum due to lender shall be prorated based on the consideration actually paid by lender (plus an approximate 10% original issue discount that is prorated based on the consideration actually paid by the lender as well as any other interest or fees) such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this note. The maturity date of each note is one year from the effective date of each payment and is the date upon which the principal sum of this note, as well as any unpaid interest and other fees, shall be due and payable. The conversion price for the notes is the lesser of $0.60 or 70% of the lowest closing price during the 20 trading days immediately before the day the conversion notice is delivered to the Company. (In the case that conversion shares are not deliverable by DWAC, the principal amount of the note shall be increased by $10,000, and the conversion price shall be redefined to equal the lesser of (a) $0.60 or (b) 50% of the lowest closing price during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. In fiscal 2014, the Company has recorded a $37,729 beneficial conversion discount for the notes. The discounts are being fully amortized over the terms of the notes; (c) $490 outstanding balance on a $13,900, 10% convertible note due June 1, 2014. Subsequent to October 31, 2015 this noteholder forgave the balancer of this note. The Company has reserved up to 8,750,000 shares of its common stock for conversion pursuant to the terms of the notes
(viii) (a) a $57,200 8% convertible note due January 26, 2016, (b) a $58,000 8% convertible note due May 6, 2016, and (c) a $30,700 8% convertible note due July 8, 2016. The notes are convertible at a 40% discount from the lowest closing price for the twenty trading days prior to conversion. The Company has recorded a $100,699 beneficial conversion discount for the notes. The discounts are being fully amortized over the initial term of the notes. The Company had reserved up to 9,821,428 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to fifteen percent until the notes are paid in full;
(ix) a $44,770, 5% note due April 15, 2016. In fiscal 2014, the Company has recorded a beneficial conversion discount of $35,816 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at the rate of 1.5 shares of common stock for each dollar converted. In the event the note is not paid when due, the interest rate is increased to eighteen percent until the note is paid in full; and
(x) (a) $17,617 10% note due October 12, 2016. The Company has recorded a beneficial conversion discount of $17,676 for the note. The discount is being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion of 58% multiplied by the lowest trading price in the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 25,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(xi) (a) $45,000 outstanding under a $55,125, 8% convertible note due December 9, 2015. The Company has recorded a beneficial conversion discount of $55,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the average of the three lowest closing prices in the fifteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (b) a $52,500, 8% convertible note due December 9, 2015. The Company has recorded a beneficial conversion discount of $52,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the average of the three lowest closing prices in the fifteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).The Company had reserved up to 7,094,000 shares of its common stock for conversion pursuant to the terms of the note.
(xii) a $50,000, 10% convertible note due December 15, 2015. The Company has recorded a beneficial conversion discount of $39,400 for the note. The discount is being fully amortized over the term of the notes. The note is convertible at the note holder’s option at a variable conversion prices such that during the period during which the note is outstanding at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).
(xiii) (a) a $27,500, 8% convertible note due February 2, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (b) $22,500, 8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $22,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (c) $27,250,8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (d) a $22,500, 8% convertible note due July 9, 2016. The Company has recorded a beneficial conversion discount of $15,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”);. The Company has reserved up to 8,900,000 shares of its common stock for conversion pursuant to the terms of the notes.
(xiv)
(a) a $27,500, 8% convertible note due February 2, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (b) $22,500, 8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $22,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (c) $27,250,8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (d) a $50,000, 8% convertible note due June 2, 2016. The Company has recorded a beneficial conversion discount of $50,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (e) $60,007 outstanding on a $100,000, 8% convertible note due June 2, 2016. The Company has recorded a beneficial conversion discount of $100,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 21,784,111 shares of its common stock for conversion pursuant to the terms of the notes.
(xv) (a) a $33,000, 8% note due November 25, 2015; (b) a $38,000, 8% note due January 17, 2016; (c) a $33,000, 8% note due February 16, 2016; and (d) a $28,000, 8% note due April 20, 2016. The Company has recorded a beneficial conversion discount of $102,828 for the notes. The discounts are being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion prices such that during the period during which the notes are outstanding, with all notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 10,900,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the notes are paid in full;
(xvi) $21,500 outstanding under a $30,000, 8% note due April 14, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 4,999,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the notes are paid in full.
(xvii) (a) a $25,000, 8% note due April 22, 2016. The Company has recorded a beneficial conversion discount of $19,723 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”), and (b) a $37,000, 8% note due October 28, 2016. The Company has recorded a beneficial conversion discount of $37,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 34,718,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the note paid in full.
(xviii) (a) $6,100 outstanding under a $25,000, 10% note due July 19, 2016 and (b) a $31,900 note due July 28, 2016. The Company has recorded a beneficial conversion discount of $55,549 for the notes. The discounts are being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the twenty trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 1,079,404 shares of its common stock for conversion pursuant to the terms of the notes.
(xix) (a) $17,000 outstanding under a $50,000, 8% note due August 21, 2016. The company has recorded a $43,855 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; (b) a $41,000, 8% note due August 21, 2016. The company has recorded a $35,961 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; and (c) a $58,625, 10% note due October 12, 2016. The company has recorded a $58,625 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by
the note holder to the Company (the “Discount Conversion Rate. The Company has reserved up to 81,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(xx) (a) $18,125 outstanding under a $25,000, 12% note due October 13, 2016. The company has recorded a $25,000 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing prices in the fourteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; and (b) a $27,500, 12% note due October 13, 2016. The company has recorded a $27,500 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing price in the fourteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate. The Company has reserved up to 11,322,600 shares of its common stock for conversion pursuant to the terms of the notes.
(xxi) (a) a $34,267.02, 8% note due April 30, 2016. The company has recorded a $28,185 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing prices in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; and (b) a $55,109.48, 8% note due April 30, 2016. The company has recorded a $45,238 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing price in the fourteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate. The Company has reserved up to 120,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(b) Notes convertible at the Company’s option consist of:
(i) (a) a $15,000, note due April 22, 2016, (b) a $25,000, note due June 28, 2016, (c) a $10,000 note due June 25, 2016, (d) a $5,000 note due July 20, 2016, (e) a $6,000 note due July 22, 2016, (f) a $15,000 note due July 30, 2016 and (g) a $15,000 note due September 29, 2016. All of the notes bear 10% interest and are convertible at the Company’s option, at a price of thirty ($0.30) cents per share only if, prior to any conversion, the closing price of the Company’s common stock has equaled or exceeded thirty ($0.30) cents per share for ten (10) consecutive trading days. The Company agreed to issue the Noteholders a total of 190,000 shares of its restricted common stock as an inducement for the loan. If the notes are not paid in full on or before maturity, the Company shall issue the noteholders 1,000 shares of its restricted common stock for each month, or portion thereof, that the notes remains unpaid.
(ii) $80,000 in one year 10% notes maturing in July 2016, issued by our subsidiary, Specialty Reports, Inc., convertible at the option of the issuer into the issuer’s common stock at the conversion price of $3.00 per share.
(c) Notes with interest only convertible at Company’s option consist of:
(i) a 22% note in the amount of $10,000 due May 31, 2015 with interest convertible at the Company’s option at $1.50 per share;
(ii) a $25,000 note due May 1, 2011, which was extended to October 31, 2013. The Company is paying the note holder 3,333 shares per month until the note is paid or renegotiated. So long as the Company pays the monthly shares this note is not in default. Interest is payable on the $10,000 note at the Company’s option and on the $25,000 note at the holder’s option in cash or in shares at the rate of $1.50 per share;
(iii) a $210,000, 12.462% note due April 30, 2014, but subsequently amended to such time as the lawsuit filed by the Company (see: PART II, ITEM 1 LEGAL PROCEEDINGS) is fully adjudicated. Interest is payable quarterly with a minimum or $600 in cash with the balance payable in cash or stock at the Company’s options calculated as the volume weighted average price of the Company’s common stock for the ten day trading period immediately preceding the last day of each three month period; and
(iv) a $15,000 5% note due May 31, 2015, the Company issued the note holder 5,000 shares of its common stock in connection with this loan. The Company is in discussions with this lender to extend the due date of the note.
(d) Non-convertible notes consist of:
(i) a $25,000 note due May 31, 2015 that bears no interest. Pursuant to the terms of this note, the Company is required to issue to the note holder 1,000 shares of its common stock for each month or portion thereof that the note remains unpaid. The Company is in discussions with this lender to extend the due date of the note;
(ii) a $75,000, 20% note due September 18, 2015. The Company has reserved 2,519,597 shares of the Company’s restricted common stock as collateral for the loan. The Company issued this noteholder 106,700 shares of restricted common stock as inducement for the loan and 417,891 shares of common stock to extend the maturity date of the note from March 18, 2015 to September 18, 2015. The Company is in discussions with this lender to extend the due date of the note;
(iii) a $30,000, 8% note due December 31, 2014. The Company agreed to issue 10,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid. The Company is in discussions with this lender to extend the due date of the note;
(iv) a $100,000, 8% note due July 31, 2016. This note is collateralized by a security deposit in the amount of $76,610 held by the Company’s landlord; a $30,000, 10% note due April 20, 2016, and a $50,000, 10% note due April 22, 2016; a $50,000 , 10% note due April 29, 2016; a $50,000, 10% note due May 4, 2016, the Company issued this noteholder 125,000 shares of restricted common stock as an inducement for the loan, a $50,000, 10% note due May 17, 2016, the Company issued this noteholder 125,000 shares of restricted common stock as an inducement for the loan, a $25,000, 10% note due May 28, 2016, the Company issued this noteholder 62,500 shares of restricted common stock as an inducement for the loan, a $50,000, 10% note due June 23, 2016, the Company issued this noteholder 125,000 shares of restricted common stock as an inducement for the loan, a $22,500, 10% note due July 7, 2016, the Company issued this noteholder 56,250 shares of restricted common stock as an inducement for the loan, a $20,000, 10% note due July 13, 2016, the Company issued this noteholder 56,250 shares of restricted common stock as an inducement for the loan, and a $25,000, 10% note due July 30, 2016, the Company issued this noteholder 62,500 shares of restricted common stock as an inducement for the loan, and $93,000 in advances to the Company in August 2015 the terms of which are under negotiation.
(v) a $50,000, 20% note due September 18, 2015. The Company has reserved 1,672,241 shares of the Company’s restricted common stock as collateral for the loan. The Company issued this Noteholder 272,331 shares of restricted common stock as inducement for the loan. The Company is in discussions with this lender to extend the due date of the note;
(vi) a $33,500, 10% note due April 30, 2016. The Company agreed to pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid;
(vii) a $32,000, 10% note due May 8, 2016. The Company agreed to issue 64,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid, a $15,000, 10% note due February 12, 2016. The Company agreed to issue 75,000 shares of restricted common stock as an inducement for the loan and pay the holder 10,000 shares per month for each month or fraction thereof the note remains unpaid, and a $10,000, 10% note due January 21, 2016. The Company agreed to issue 50,000 shares of restricted common stock as an inducement for the loan and pay the holder 13,334 shares per month for each month or fraction thereof the note remains unpaid;
(viii) a $20,000, 10% note due May 8, 2016. The Company agreed to issue 50,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid;
(ix) a $25,000, 10% note due August 21, 2016.The Company agreed to issue 62,500 shares of restricted common stock as an inducement for the loan and pay the holder such number of shares of the Company’s restricted common stock which equal to one thousand ($1,000) dollars determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 1st trading day of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph, the Note shall be considered past due but not in default;
(x) a $10,000, 10% note due October 31, 2015.The Company agreed to issue 500,000 shares of restricted common stock as an inducement for the loan and pay the holder such number of shares of the Company’s restricted common stock which equal to Five Hundred ($500) dollars determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 1st trading day of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph, the Note shall be considered past due but not in default, and a $25,000, 10% note due October 21, 2016.The Company agreed to issue 1,000,000 shares of restricted common stock as an inducement for the loan and pay the holder such number of shares of the Company’s restricted common stock which equal to one thousand ($1,000) dollars determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 1st trading day of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph, the Note shall be considered past due but not in default;
(xi) a $50,000, 10% note due October 19, 2016. The Company agreed to issue 300,000 shares of restricted common stock as an inducement for the loan and pay the holder 200,000 shares of common stock if the loan is not paid when due. The Company is in discussions with this lender to extend the due date of the note a $10,000, 10% note due January 21, 2016. The Company agreed to issue 50,000 shares of restricted common stock as an inducement for the loan and pay the holder 13,334 shares per month for each month or fraction thereof the note remains unpaid;
(xii) a $10,000, 20% note due October 5, 2016. The Company agreed to issue 200,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000,000 shares per month for each month or fraction thereof the note remains unpaid. The Company is in discussions with this lender to extend the due date and amend the terms of this note; and
(xiii) a $10,000, 10% note due November 28, 2015. The Company agreed to issue 200,000 shares of restricted common stock as an inducement for the loan and pay the holder 500,000 shares per month for each month or fraction thereof the note remains unpaid.
Amortization of Beneficial Conversion Feature for the six months ended October 31, 2015 and 2014 was $931,175 and $314,065, respectively and for the fiscal year ended April 30, 2015 was $1,013,934.
The Company's derivative financial instruments consist of embedded derivatives related to the outstanding short term Convertible Notes Payable. These embedded derivatives include certain conversion features indexed to the Company's common stock. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related items at their fair values as of the inception date of the Convertible Notes Payable and at fair value as of each subsequent balance sheet date. In addition, under the provisions of Accounting Standards Codification subtopic 815-40, Derivatives and Hedging; Contracts in Entity's Own Equity ("ASC 815-40"), as a result of entering into the Convertible Notes Payable, the Company is required to classify all other non-employee stock options and warrants as derivative liabilities and mark them to market at each reporting date. Any change in fair value inclusive of modifications of terms will be recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.
The change in fair value of the derivative liabilities of warrants outstanding at October 31, 2015 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
The change in fair value of the derivative liabilities of convertible notes outstanding at October 31, 2015 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
The value of the derivative liability was re-assessed as of October 31, 2015 resulting in a gain to the consolidated statements of operations of $80,095 and $8,704 for the six months ended October31, 2015 and 2014, respectively.
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NOTE E - LOANS PAYABLE TO RELATED PARTIES |
6 Months Ended |
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Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] |
NOTE E – LOANS PAYABLE TO RELATED PARTIES
As of October 31, 2015 and April 30, 2015, aggregated loans payable, without demand and with no interest, to officers and directors were $395,853 and $385,853, respectively.
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NOTE F - EQUITY TRANSACTIONS |
6 Months Ended | ||||||||||||||
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Oct. 31, 2015 | |||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] |
NOTE F – EQUITY TRANSACTIONS
On May 18, 2014, the Company’s Board of Directors declared effective a one for seventy-five reverse common stock split. All per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted to the earliest period presented for the effect of this reverse stock split.
The Company is authorized to issue 10,000,000 shares of preferred stock with $0.001 par value per share, of which 35,850 shares have been designated as Series A convertible preferred stock with a $100 stated value per share, 1,000 shares have been designated as Series B Preferred Stock with a $10,000 per share liquidation value, and 200,000 shares have been designated as Series C Preferred Stock with a $10 per share liquidation value, and 750,000,000 shares of common stock with $0.001 par value per share. The Company had 125 shares of Series A preferred stock issued and outstanding as of October 31, 2015 and April 30, 2015. The Company had 0 and 0 shares of Series B preferred stock issued and outstanding as of October 31, 2015 and April 30, 2015 respectively. The Company had nil shares of Series C preferred stock issued and outstanding as of October 31, 2015 and April 30, 2015. The Company had 134,865,129 and 43,238,320 shares of common stock issued and outstanding as of October 31, 2015 and April 30, 2015, respectively.
Preferred Stock, Series A
During the six months ended October 31, 2015, there were no transactions in Series A Preferred, however, at October 31, 2015, there were $7,944 of accrued dividends payable on the Series A Preferred, compared to the accrual of $7,562 at April 30, 2015. At the Company’s option, these dividends may be paid in shares of the Company’s Common Stock.
Preferred Stock, Series B
There were no shares of Series B Preferred Stock issued and outstanding at October 31, 2015 and at April 30, 2015.
Preferred Stock Series C
There were no shares of Series C Preferred Stock issued and outstanding at October 31, 2015 and at April 30, 2015.
Common Stock
During the six months ended October 31, 2015, the Company expensed $91,504 for non-cash charges related to stock and option compensation expense.
During the six months ended October 31, 2015, the Company:
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NOTE G - NONCONTROLLING INTEREST |
6 Months Ended | |||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||
Noncontrolling Interest Disclosure [Text Block] |
NOTE G – NONCONTROLLING INTEREST
For the six months ended October 31, 2015, the non-controlling interest is summarized as follows:
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NOTE H - FAIR VALUE MEASUREMENTS |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Text Block] |
NOTE H – FAIR VALUE MEASUREMENTS
The Company follows the guidance established pursuant to ASC 820 which established a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.
The table below summarizes the fair values of financial liabilities as of October 31, 2015:
The following is a description of the valuation methodologies used for these items:
Derivative liability — these instruments consist of certain variable conversion features related to notes payable obligations and certain outstanding warrants. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.
The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC Topic 825 “The Fair Value Option for Financial Issuances”.
Changes in Derivative liability during the six months ended October 31, 2015 were:
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NOTE I - NON-CASH FINANCIAL INFORMATION |
6 Months Ended | |||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||
Disclosure Text Block Supplement [Abstract] | ||||||||||||||||
Additional Financial Information Disclosure [Text Block] |
NOTE I – NON-CASH FINANCIAL INFORMATION
During the six months ended October 31, 2015, the Company:
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NOTE J - SUBSEQUENT EVENTS |
6 Months Ended | ||||||||||
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Oct. 31, 2015 | |||||||||||
Subsequent Events [Abstract] | |||||||||||
Subsequent Events [Text Block] |
NOTE J – SUBSEQUENT EVENTS
During November and through December 11, 2015, the Company:
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NOTE K - GOING CONCERN MATTERS |
6 Months Ended |
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Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] |
NOTE K – GOING CONCERN MATTERS
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred recurring losses and generated negative cash flows from operating activities since inception. As of October 31, 2015, the Company had an accumulated deficit of $51,879,110 and working capital deficit (total current liabilities exceeded total current assets) of $5,246,843. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months form the filing date of this report. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. However, there can be no assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing.
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NOTE L - LEGAL PROCEEDINGS |
6 Months Ended |
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Oct. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] |
NOTE L – LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
As at October 31, 2015, we were not a party to any material pending legal proceeding except as stated below. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
The Company is involved in two (2) litigation matters in the Supreme Court of the State of New York wherein the Company has alleged that the respective lenders have charged the Company excessive and improper fees and penalties on its loans. The Company expects a satisfactory resolution by settlement with each lender.
On December 18, 2012, the Company filed suit in the United States District Court for the Southern District Court of New York against a former credit provider. The suit sought damages arising out of the credit provider’s termination of the Company’s credit line in 2009. The defendant counterclaimed for recovery of legal fees under an indemnification clause contained in one of the loan documents. The matter proceeded to trial in May 2015, and the Court thereafter issued a decision finding in favor of the defendant on the Company’s claims. The defendant now seeks recovery of approximately $2 million in legal fees, relying on the contractual indemnity clause. The Company believes that it has good and valid defenses to the claim, including that the indemnification clause only applies to third party claims; however, there can be no assurance that the Court will agree with the Company’s arguments. The defendant’s motion and our opposition were submitted to the Court in September 2015. On December 21, 2015, the Court issued its decision and order denying the motion of the defendant and stating that unless either party raises other matters before January 15, 2016, the clerk will enter judgment dismissing the complaint, with costs and disbursements according to law.
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Accounting Policies, by Policy (Policies) |
6 Months Ended | ||||||||
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Oct. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of October 31, 2015 and for the three and six month periods ended October 31, 2015 and 2014 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended April 30, 2015 as disclosed in the Company’s Form 10-K for that year as filed with the Securities and Exchange Commission.
The condensed consolidated balance sheet as of April 30, 2015 contained herein has been derived from the audited consolidated financial statements as of April 30, 2015, but do not include all disclosures required by the U.S. GAAP.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Specialty Reports, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.
Business
Sparta Commercial Services, Inc. ("Sparta" "we," "us," or the "Company") is a Nevada corporation. We are a technology company that develop and market mobile app tools, products and services. We also provide vehicle history reports and a municipal leasing program.
Our roots are in the Powersports industry and our original focus was providing consumer and municipal financing to the powersports, recreational vehicle, and automobile industries (see Discontinued Operations). Presently, through our subsidiary, Specialty Reports, Inc. (SRI), we offer Mobile App development, sales, marketing and support, and Vehicle History Reports.
Our mobile application (mobile app) offerings have broadened our base beyond vehicle dealers to a wide range of businesses including, but not limited to, restaurants, hotels, and grocery stores. We also private label our mobile app framework to enable other businesses to offer custom apps to their customers.
Our vehicle history reports include Cyclechex (Motorcycle History Reports at www.cyclechex.com); RVchex (Recreational Vehicle History Reports at www.rvchex.com); CarVINreport (Automobile at www.carvinreport.com) and Truckchex (Heavy Duty Truck History Reports at www.truckchex.com). Our Vehicle History Reports are designed for consumers, retail dealers, auction houses, insurance companies and banks/finance companies.
Sparta also administers a Municipal Leasing Program for local and/or state agencies throughout the country who are seeking a better and more economical way to finance their essential equipment needs, including police motorcycles, cruisers, buses, and EMS equipment. We are continuing to expand our roster of equipment manufacturers and the types of equipment we lease.
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Use of Estimates, Policy [Policy Text Block] | Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
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Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations
As discussed in NOTE C, in the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs, and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of operations for all periods presented.
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Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition
Information Technology:
Revenues from mobile app products are recognized upon delivery. Revenues from History Reports are recognized upon delivery / download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery. There were no deferred revenues at October 31, 2015 and April 30, 2015.
Discontinued Operations:
Revenues from RISCs and leases
The RISCs are secured by liens on the titles to the vehicles. The RISCs are accounted for as loans. Upon purchase, the RISCs appear on our balance sheet as RISC loans receivable current and long term. When the RISC is entered into our accounting system, based on the customer's APR (interest rate), an amortization schedule for the loan on a simple interest basis is created. Interest is computed by taking the principal balance times the APR rate then divided by 365 days to get your daily interest amount. The daily interest amount is multiplied by the number of days from the last payment to get the interest income portion of the payment being applied. The balance of the payment goes to reducing the loan principal balance.
Our leases are accounted for as either operating leases or direct financing leases. At the inception of operating leases, no lease revenue is recognized and the leased motorcycles, together with the initial direct costs of originating the lease, which are capitalized, appear on the balance sheet as "motorcycles under operating leases-net". The capitalized cost of each motorcycle is depreciated over the lease term, on a straight-line basis, down to the original estimate of the projected value of the motorcycle at the end of the scheduled lease term (the "Residual"). Monthly lease payments are recognized as rental income. An acquisition fee classified as fee income on the financial statements is received and recognized in income at the inception of the lease. Direct financing leases are recorded at the gross amount of the lease receivable, and unearned income at lease inception is amortized over the lease term.
We realize gains and losses as the result of the termination of leases, both at and prior to their scheduled termination, and the disposition of the related motorcycle. The disposal of motorcycles, which reach scheduled termination of a lease, results in a gain or loss equal to the difference between proceeds received from the disposition of the motorcycle and its net book value. Net book value represents the residual value at scheduled lease termination. Lease terminations that occur prior to scheduled maturity because of the lessee's voluntary request to purchase the vehicle have resulted in net gains, equal to the excess of the price received over the motorcycle's net book value.
Early lease terminations also occur because of (i) a default by the lessee, (ii) the physical loss of the motorcycle, or (iii) the exercise of the lessee's early termination. In those instances, we receive the proceeds from either the resale or release of the repossessed motorcycle, or the payment by the lessee's insurer. We record a gain or loss for the difference between the proceeds received and the net book value of the motorcycle. We charge fees to manufacturers and other customers related to creating a private label version of our financing program including web access, processing credit applications, consumer contracts and other related documents and processes. Fees received are amortized and booked as income over the length of the contract.
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Inventory, Policy [Policy Text Block] | Inventories
Inventories are valued at the lower of cost or market, with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value.
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Research, Development, and Computer Software, Policy [Policy Text Block] | Website Development Costs
The Company recognizes website development costs in accordance with Accounting Standards Codification (“ASC”) 350-50, "Accounting for Website Development Costs." As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website are included in cost of net revenues in the current period expenses.
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents
For the purpose of the accompanying financial statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
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Income Tax, Policy [Policy Text Block] | Income Taxes
Deferred income taxes are provided using the asset and liability method for financial reporting purposes in accordance with the provisions of ASC 740-10, "Accounting for Uncertainty in Income Taxes (“ASC 740-10”)." Under this method, deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. As a result of implementing ASC 740-10, there has been no adjustment to the Company’s financial statements and the adoption of ASC 740-10 did not have a material effect on the Company’s consolidated financial statements for the year ending April 30, 2015 or the three months or six months ended October 31, 2015.
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Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements
The Company adopted ASC 820, “Fair Value Measurements (“ASC 820”).” ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets the lowest priority to unobservable inputs to fair value measurements of certain assets and Liabilities. The three levels of the fair value hierarchy under ASC 820 are described below:
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not always be available.
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Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets
In accordance ASC 360-10, “Impairment or Disposal of Long-Lived Assets,” long-lived assets, such as property, equipment, motorcycles and other vehicles and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows or quoted market prices in active markets if available, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
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Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income
In accordance with ASC 220-10, “Reporting Comprehensive Income,” (“ASC 220-10”) establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. At October 31, 2015 and April 30, 2015, the Company has no items of other comprehensive income.
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Segment Reporting, Policy [Policy Text Block] | Segment Information
The Company adopted ASC 280-10 “Disclosures about Segments of an Enterprise and Related Information,” “ASC 208-10”). ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in consolidated financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance. The information disclosed herein, materially represents all of the financial information related to the Company's principal operating segments.
In the second quarter of fiscal 2013, the Company’s Board of Directors approved management’s recommendation to discontinue the Company’s consumer lease and loan lines of business and the sale of all of the Company’s portfolio of performing RISCs and a portion of its portfolio of leases. The sale was consummated in that quarter. The assets and liabilities have been accounted for as discontinued operations in the Company’s consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s consolidated statements of loss for all periods presented. As these lines of business were discontinued during the fiscal year ending April 30, 2014, the Company has discontinued segment reporting.
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation
The Company adopted ASC 718-10, “Compensation-Stock Compensation Overall” (“ASC 718-10”), which records compensation expense on a straight-line basis, generally over the explicit service period of three to five years.
ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations. The Company is using the Black-Scholes option-pricing model as its method of valuation for share-based awards. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.
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Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment
Property and equipment are recorded at cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. Depreciation is calculated using the straight-line method over the estimated useful lives. Estimated useful lives of major depreciable assets are as follows:
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Advertising Costs, Policy [Policy Text Block] | Advertising Costs
The Company follows a policy of charging the costs of advertising to expenses incurred. During the six months ended October 31, 2015 and 2014, the Company incurred advertising costs of $1,301 and $3,819, respectively. During the three months ended October 31, 2015 and 2014, the Company incurred advertising expenses of $251 and zero, respectively.
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Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share
The Company uses ASC 260-10, “Earnings Per Share,” for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.
Per share basic and diluted net loss attributable to common stockholders amounted to $0.02 and $0.05 for the three months ended October 31, 2015 and 2014, respectively, and $0.04 and $0.07 for the six months ended October 31, 2015 and 2014, respectively. At October 31, 2015 and 2014, 304,617,676 and 5,586,766 potential shares, respectively, were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.
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Liquidity Policy [Policy Text Block] | Liquidity
As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred a net loss of $2,683,520 and $1,681,603 during the six months ended October 31, 2015 and October 31, 2014, respectively. The Company’s current liabilities exceed its current assets by $5,246,843 as of October 31, 2015.
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Reclassification, Policy [Policy Text Block] | Reclassifications
Certain reclassifications have been made to conform to prior periods' data to the current presentation. These reclassifications had no effect on reported losses.
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or applications to specific industries and are not expected to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows.
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NOTE A - SUMMARY OF ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||
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Estimated Useful Lives [Member] | |||||||||
NOTE A - SUMMARY OF ACCOUNTING POLICIES (Tables) [Line Items] | |||||||||
Property, Plant and Equipment [Table Text Block] | Estimated useful lives of major depreciable assets are as follows:
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NOTE B - PROPERTY AND EQUIPMENT (Tables) |
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NOTE B - PROPERTY AND EQUIPMENT (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] | Major classes of property and equipment at October 31, 2015 and April 30, 2015 consist of the followings:
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NOTE C - DISCONTINUED OPERATIONS (Tables) - Consumer Lease and Loan Lines of Business [Member] |
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NOTE C - DISCONTINUED OPERATIONS (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following table presents summarized operating results for those discontinued operations.
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Schedule of Property Subject to or Available for Operating Lease [Table Text Block] | Motorcycles and other vehicles under operating leases at October 31, 2015 and April 30, 2015:
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Schedule of Short-term Debt [Table Text Block] |
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Schedule of Maturities of Long-term Debt [Table Text Block] | At October 31, 2015, the notes payable mature as follows:
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NOTE D - NOTES PAYABLE (Tables) |
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NOTE D - NOTES PAYABLE (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] |
(a) Notes convertible at holder’s option consists of:
(i) a $815,868, 8% note originally due April 30, 2014, but subsequently amended to such time as the lawsuit filed by the Company (see: PART II, ITEM 1 LEGAL PROCEEDINGS) is fully adjudicated, convertible at the holder’s option at $0.495 per share. The Company had recorded a $663,403 beneficial conversion discount for this note, which was fully amortized during fiscal 2013;
(ii) (a) a $40,000 note due August 21, 2016. The Company has recorded a beneficial conversion discount of $28,996 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion prices such that during the period during which the note is outstanding, the note convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 25,000,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the note is not paid when due, the interest rate is increased to eighteen percent until the note is paid in full;
(iii) (a) a $25,000, 12% convertible debenture due May 27, 2014 (the “Debenture”). The Debenture is convertible at $0.59 per share. The Company issued the holder 5,000 shares of its restricted common stock as inducement for the loan, and (b) a $50,000, 12% debenture, due March 20, 2015, convertible at the holder’s option at $0.59 per share), the Company issued the holder 10,000 shares of its restricted common stock as inducement for the loan. In fiscal 2014, the Company has recorded a $50,000 beneficial conversion discount for this note. The discount is being fully amortized over the term of the note; If the Company has not redeemed the outstanding principal and accrued interest of both Debentures in cash by their Maturity Dates and the original Debenture between the Holder and the Company dated September 19, 2007 is no longer outstanding, then for every 30 day period past the Maturity Date of which the principal balance an any accrued interest of this Debenture remain outstanding, the Company shall issue the Holder the greater of (i) 1,333 shares of the Company’s restricted common stock or (ii) the number of shares of the Company’s restricted common stock equal to $2,000 determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 19th of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under Paragraph 12 of the Debentures, the Debentures shall be considered past due but not in default.
(iv) seven notes aggregating $118,250, all due August 15, 2015 with interest ranging from 15% to 20%, with accrued interest compounding monthly at 0.66667%. On one $25,000 note, which had been past due, the Company is paying 667 monthly penalty shares until the note is paid in full. All of the notes are convertible at the holder’s option at $0.25 per share. In fiscal 2012, the Company has recorded a $5,340 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes the Company is in negotiations with the noteholder to extend the due date of the notes;
(v) three notes aggregating $106,250, all due August 15, 2015 with interest ranging from 20% to 25% with accrued interest compounding monthly at 0.66667%, all of the notes are convertible at the holder’s option at $0.25 per share. In fiscal 2012, the Company has recorded a $6,120 beneficial conversion discount for these notes. The discount is being fully amortized over the term of the notes the Company is in negotiations with the noteholder to extend the due date of the notes;
(vi) (a) $32,319 outstanding on a $59,000, 5% convertible note due December 16, 2015. This is the final tranche of a $165,000 note. The conversion price is the lesser of $1.20 or 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $29,333 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note, (b) a $27,500 5% convertible note due February 25, 2017. This is the initial tranche of a $165,000 note. The conversion price is 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $21,079 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note, and (c) a $33,000 5% convertible note due August 25, 2017. This is the second tranche of a $165,000 note. The conversion price is 70% of the average of the three lowest closing prices during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company (In the case that conversion shares are not deliverable by DWAC an additional 5% discount will apply; and if the shares are chilled for deposit into the DTC system and only eligible for Xclearing deposit an additional 7.5% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. The Company has recorded a $9,029 beneficial conversion discount for the note. The discount is being fully amortized over the initial term of the note. The Company has reserved up to 44,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(vii) (a) a $27,500, 5% convertible note due March 23, 2015, and (b) a $27,500, 5% convertible note due June 15, 2016. This lender has committed to lend up to $165,000. The lender may lend additional consideration to the Company in such amounts and at such dates as lender may choose in its sole discretion. The principal sum due to lender shall be prorated based on the consideration actually paid by lender (plus an approximate 10% original issue discount that is prorated based on the consideration actually paid by the lender as well as any other interest or fees) such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this note. The maturity date of each note is one year from the effective date of each payment and is the date upon which the principal sum of this note, as well as any unpaid interest and other fees, shall be due and payable. The conversion price for the notes is the lesser of $0.60 or 70% of the lowest closing price during the 20 trading days immediately before the day the conversion notice is delivered to the Company. (In the case that conversion shares are not deliverable by DWAC, the principal amount of the note shall be increased by $10,000, and the conversion price shall be redefined to equal the lesser of (a) $0.60 or (b) 50% of the lowest closing price during the 20 trading days immediately previous to the day the conversion notice is delivered to the Company). Unless otherwise agreed in writing by both parties, at no time will the lender convert any amount of this note into common stock that would result in the lender owning more than 4.99% of the common stock outstanding. In fiscal 2014, the Company has recorded a $37,729 beneficial conversion discount for the notes. The discounts are being fully amortized over the terms of the notes; (c) $490 outstanding balance on a $13,900, 10% convertible note due June 1, 2014. Subsequent to October 31, 2015 this noteholder forgave the balancer of this note. The Company has reserved up to 8,750,000 shares of its common stock for conversion pursuant to the terms of the notes
(viii) (a) a $57,200 8% convertible note due January 26, 2016, (b) a $58,000 8% convertible note due May 6, 2016, and (c) a $30,700 8% convertible note due July 8, 2016. The notes are convertible at a 40% discount from the lowest closing price for the twenty trading days prior to conversion. The Company has recorded a $100,699 beneficial conversion discount for the notes. The discounts are being fully amortized over the initial term of the notes. The Company had reserved up to 9,821,428 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to fifteen percent until the notes are paid in full;
(ix) a $44,770, 5% note due April 15, 2016. In fiscal 2014, the Company has recorded a beneficial conversion discount of $35,816 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at the rate of 1.5 shares of common stock for each dollar converted. In the event the note is not paid when due, the interest rate is increased to eighteen percent until the note is paid in full; and
(x) (a) $17,617 10% note due October 12, 2016. The Company has recorded a beneficial conversion discount of $17,676 for the note. The discount is being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion of 58% multiplied by the lowest trading price in the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 25,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(xi) (a) $45,000 outstanding under a $55,125, 8% convertible note due December 9, 2015. The Company has recorded a beneficial conversion discount of $55,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the average of the three lowest closing prices in the fifteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (b) a $52,500, 8% convertible note due December 9, 2015. The Company has recorded a beneficial conversion discount of $52,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the average of the three lowest closing prices in the fifteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).The Company had reserved up to 7,094,000 shares of its common stock for conversion pursuant to the terms of the note.
(xii) a $50,000, 10% convertible note due December 15, 2015. The Company has recorded a beneficial conversion discount of $39,400 for the note. The discount is being fully amortized over the term of the notes. The note is convertible at the note holder’s option at a variable conversion prices such that during the period during which the note is outstanding at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the five trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”).
(xiii) (a) a $27,500, 8% convertible note due February 2, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (b) $22,500, 8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $22,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (c) $27,250,8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (d) a $22,500, 8% convertible note due July 9, 2016. The Company has recorded a beneficial conversion discount of $15,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”);. The Company has reserved up to 8,900,000 shares of its common stock for conversion pursuant to the terms of the notes.
(xiv)
(a) a $27,500, 8% convertible note due February 2, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (b) $22,500, 8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $22,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (c) $27,250,8% convertible note due March 16, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); (d) a $50,000, 8% convertible note due June 2, 2016. The Company has recorded a beneficial conversion discount of $50,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”); and (e) $60,007 outstanding on a $100,000, 8% convertible note due June 2, 2016. The Company has recorded a beneficial conversion discount of $100,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by the lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company had reserved up to 21,784,111 shares of its common stock for conversion pursuant to the terms of the notes.
(xv) (a) a $33,000, 8% note due November 25, 2015; (b) a $38,000, 8% note due January 17, 2016; (c) a $33,000, 8% note due February 16, 2016; and (d) a $28,000, 8% note due April 20, 2016. The Company has recorded a beneficial conversion discount of $102,828 for the notes. The discounts are being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion prices such that during the period during which the notes are outstanding, with all notes convertible at 58% multiplied by the average of the three lowest closing bid prices for the common stock during the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 10,900,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the notes are paid in full;
(xvi) $21,500 outstanding under a $30,000, 8% note due April 14, 2016. The Company has recorded a beneficial conversion discount of $27,500 for the note. The discount is being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 4,999,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the notes are paid in full.
(xvii) (a) a $25,000, 8% note due April 22, 2016. The Company has recorded a beneficial conversion discount of $19,723 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”), and (b) a $37,000, 8% note due October 28, 2016. The Company has recorded a beneficial conversion discount of $37,000 for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 60% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 34,718,000 shares of its common stock for conversion pursuant to the terms of the notes. In the event the notes are not paid when due, the interest rate is increased to twenty-two percent until the note paid in full.
(xviii) (a) $6,100 outstanding under a $25,000, 10% note due July 19, 2016 and (b) a $31,900 note due July 28, 2016. The Company has recorded a beneficial conversion discount of $55,549 for the notes. The discounts are being fully amortized over the term of the notes. The notes are convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the twenty trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate”). The Company has reserved up to 1,079,404 shares of its common stock for conversion pursuant to the terms of the notes.
(xix) (a) $17,000 outstanding under a $50,000, 8% note due August 21, 2016. The company has recorded a $43,855 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; (b) a $41,000, 8% note due August 21, 2016. The company has recorded a $35,961 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; and (c) a $58,625, 10% note due October 12, 2016. The company has recorded a $58,625 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by lowest closing price in the ten trading day period ending one trading day prior to the submission date of the conversion notice by
the note holder to the Company (the “Discount Conversion Rate. The Company has reserved up to 81,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(xx) (a) $18,125 outstanding under a $25,000, 12% note due October 13, 2016. The company has recorded a $25,000 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing prices in the fourteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; and (b) a $27,500, 12% note due October 13, 2016. The company has recorded a $27,500 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing price in the fourteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate. The Company has reserved up to 11,322,600 shares of its common stock for conversion pursuant to the terms of the notes.
(xxi) (a) a $34,267.02, 8% note due April 30, 2016. The company has recorded a $28,185 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing prices in the ten trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate; and (b) a $55,109.48, 8% note due April 30, 2016. The company has recorded a $45,238 a beneficial conversion discount for the note. The discount is being fully amortized over the term of the note. The note is convertible at the note holder’s option at a variable conversion of 58% multiplied by the average of the three lowest closing price in the fourteen trading day period ending one trading day prior to the submission date of the conversion notice by the note holder to the Company (the “Discount Conversion Rate. The Company has reserved up to 120,000,000 shares of its common stock for conversion pursuant to the terms of the notes.
(b) Notes convertible at the Company’s option consist of:
(i) (a) a $15,000, note due April 22, 2016, (b) a $25,000, note due June 28, 2016, (c) a $10,000 note due June 25, 2016, (d) a $5,000 note due July 20, 2016, (e) a $6,000 note due July 22, 2016, (f) a $15,000 note due July 30, 2016 and (g) a $15,000 note due September 29, 2016. All of the notes bear 10% interest and are convertible at the Company’s option, at a price of thirty ($0.30) cents per share only if, prior to any conversion, the closing price of the Company’s common stock has equaled or exceeded thirty ($0.30) cents per share for ten (10) consecutive trading days. The Company agreed to issue the Noteholders a total of 190,000 shares of its restricted common stock as an inducement for the loan. If the notes are not paid in full on or before maturity, the Company shall issue the noteholders 1,000 shares of its restricted common stock for each month, or portion thereof, that the notes remains unpaid.
(ii) $80,000 in one year 10% notes maturing in July 2016, issued by our subsidiary, Specialty Reports, Inc., convertible at the option of the issuer into the issuer’s common stock at the conversion price of $3.00 per share.
(c) Notes with interest only convertible at Company’s option consist of:
(i) a 22% note in the amount of $10,000 due May 31, 2015 with interest convertible at the Company’s option at $1.50 per share;
(ii) a $25,000 note due May 1, 2011, which was extended to October 31, 2013. The Company is paying the note holder 3,333 shares per month until the note is paid or renegotiated. So long as the Company pays the monthly shares this note is not in default. Interest is payable on the $10,000 note at the Company’s option and on the $25,000 note at the holder’s option in cash or in shares at the rate of $1.50 per share;
(iii) a $210,000, 12.462% note due April 30, 2014, but subsequently amended to such time as the lawsuit filed by the Company (see: PART II, ITEM 1 LEGAL PROCEEDINGS) is fully adjudicated. Interest is payable quarterly with a minimum or $600 in cash with the balance payable in cash or stock at the Company’s options calculated as the volume weighted average price of the Company’s common stock for the ten day trading period immediately preceding the last day of each three month period; and
(iv) a $15,000 5% note due May 31, 2015, the Company issued the note holder 5,000 shares of its common stock in connection with this loan. The Company is in discussions with this lender to extend the due date of the note.
(d) Non-convertible notes consist of:
(i) a $25,000 note due May 31, 2015 that bears no interest. Pursuant to the terms of this note, the Company is required to issue to the note holder 1,000 shares of its common stock for each month or portion thereof that the note remains unpaid. The Company is in discussions with this lender to extend the due date of the note;
(ii) a $75,000, 20% note due September 18, 2015. The Company has reserved 2,519,597 shares of the Company’s restricted common stock as collateral for the loan. The Company issued this noteholder 106,700 shares of restricted common stock as inducement for the loan and 417,891 shares of common stock to extend the maturity date of the note from March 18, 2015 to September 18, 2015. The Company is in discussions with this lender to extend the due date of the note;
(iii) a $30,000, 8% note due December 31, 2014. The Company agreed to issue 10,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid. The Company is in discussions with this lender to extend the due date of the note;
(iv) a $100,000, 8% note due July 31, 2016. This note is collateralized by a security deposit in the amount of $76,610 held by the Company’s landlord; a $30,000, 10% note due April 20, 2016, and a $50,000, 10% note due April 22, 2016; a $50,000 , 10% note due April 29, 2016; a $50,000, 10% note due May 4, 2016, the Company issued this noteholder 125,000 shares of restricted common stock as an inducement for the loan, a $50,000, 10% note due May 17, 2016, the Company issued this noteholder 125,000 shares of restricted common stock as an inducement for the loan, a $25,000, 10% note due May 28, 2016, the Company issued this noteholder 62,500 shares of restricted common stock as an inducement for the loan, a $50,000, 10% note due June 23, 2016, the Company issued this noteholder 125,000 shares of restricted common stock as an inducement for the loan, a $22,500, 10% note due July 7, 2016, the Company issued this noteholder 56,250 shares of restricted common stock as an inducement for the loan, a $20,000, 10% note due July 13, 2016, the Company issued this noteholder 56,250 shares of restricted common stock as an inducement for the loan, and a $25,000, 10% note due July 30, 2016, the Company issued this noteholder 62,500 shares of restricted common stock as an inducement for the loan, and $93,000 in advances to the Company in August 2015 the terms of which are under negotiation.
(v) a $50,000, 20% note due September 18, 2015. The Company has reserved 1,672,241 shares of the Company’s restricted common stock as collateral for the loan. The Company issued this Noteholder 272,331 shares of restricted common stock as inducement for the loan. The Company is in discussions with this lender to extend the due date of the note;
(vi) a $33,500, 10% note due April 30, 2016. The Company agreed to pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid;
(vii) a $32,000, 10% note due May 8, 2016. The Company agreed to issue 64,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid, a $15,000, 10% note due February 12, 2016. The Company agreed to issue 75,000 shares of restricted common stock as an inducement for the loan and pay the holder 10,000 shares per month for each month or fraction thereof the note remains unpaid, and a $10,000, 10% note due January 21, 2016. The Company agreed to issue 50,000 shares of restricted common stock as an inducement for the loan and pay the holder 13,334 shares per month for each month or fraction thereof the note remains unpaid;
(viii) a $20,000, 10% note due May 8, 2016. The Company agreed to issue 50,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000 shares per month for each month or fraction thereof the note remains unpaid;
(ix) a $25,000, 10% note due August 21, 2016.The Company agreed to issue 62,500 shares of restricted common stock as an inducement for the loan and pay the holder such number of shares of the Company’s restricted common stock which equal to one thousand ($1,000) dollars determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 1st trading day of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph, the Note shall be considered past due but not in default;
(x) a $10,000, 10% note due October 31, 2015.The Company agreed to issue 500,000 shares of restricted common stock as an inducement for the loan and pay the holder such number of shares of the Company’s restricted common stock which equal to Five Hundred ($500) dollars determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 1st trading day of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph, the Note shall be considered past due but not in default, and a $25,000, 10% note due October 21, 2016.The Company agreed to issue 1,000,000 shares of restricted common stock as an inducement for the loan and pay the holder such number of shares of the Company’s restricted common stock which equal to one thousand ($1,000) dollars determined on the basis of the volume weighted average closing price “VWACP” of the Company’s common stock for the five consecutive trading days immediately prior to the 1st trading day of each month (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). As long as the Company remains current on the payment of the shares under this Paragraph, the Note shall be considered past due but not in default;
(xi) a $50,000, 10% note due October 19, 2016. The Company agreed to issue 300,000 shares of restricted common stock as an inducement for the loan and pay the holder 200,000 shares of common stock if the loan is not paid when due. The Company is in discussions with this lender to extend the due date of the note a $10,000, 10% note due January 21, 2016. The Company agreed to issue 50,000 shares of restricted common stock as an inducement for the loan and pay the holder 13,334 shares per month for each month or fraction thereof the note remains unpaid;
(xii) a $10,000, 20% note due October 5, 2016. The Company agreed to issue 200,000 shares of restricted common stock as an inducement for the loan and pay the holder 1,000,000 shares per month for each month or fraction thereof the note remains unpaid. The Company is in discussions with this lender to extend the due date and amend the terms of this note; and
(xiii) a $10,000, 10% note due November 28, 2015. The Company agreed to issue 200,000 shares of restricted common stock as an inducement for the loan and pay the holder 500,000 shares per month for each month or fraction thereof the note remains unpaid.
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Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The value of the derivative liability was re-assessed as of October 31, 2015 resulting in a gain to the consolidated statements of operations of $80,095 and $8,704 for the six months ended October31, 2015 and 2014, respectively.
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Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE D - NOTES PAYABLE (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The change in fair value of the derivative liabilities of warrants outstanding at October 31, 2015 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
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Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE D - NOTES PAYABLE (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The change in fair value of the derivative liabilities of convertible notes outstanding at October 31, 2015 was calculated with the following average assumptions, using a Black-Scholes option pricing model are as follows:
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NOTE G - NONCONTROLLING INTEREST (Tables) |
6 Months Ended | |||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | For the six months ended October 31, 2015, the non-controlling interest is summarized as follows:
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NOTE H - FAIR VALUE MEASUREMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The table below summarizes the fair values of financial liabilities as of October 31, 2015:
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Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Changes in Derivative liability during the six months ended October 31, 2015 were:
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NOTE A - SUMMARY OF ACCOUNTING POLICIES (Details) - Schedule of Estimated Useful Lives of Property and Equipment |
6 Months Ended |
---|---|
Oct. 31, 2015 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 7 years |
Website Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 3 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 5 years |
NOTE B - PROPERTY AND EQUIPMENT (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
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Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization | $ 753 | $ 897 | $ 1,810 | $ 1,793 |
NOTE B - PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
Schedule of Property and Equipment [Abstract] | ||
Computer equipment, software and furniture | $ 213,263 | $ 213,262 |
Less: accumulated depreciation | (205,025) | (203,215) |
Net property and equipment | $ 8,237 | $ 10,047 |
NOTE C - DISCONTINUED OPERATIONS (Details) - Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
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Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||
Revenues | $ 28,256 | $ 23,163 | ||
Net (loss) | $ (17,898) | $ (16,653) | $ (30,446) | $ (111,017) |
NOTE C - DISCONTINUED OPERATIONS (Details) - Schedule of Property Subject to or Available for Operating Lease - Consumer Lease and Loan Lines of Business [Member] - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
Property Subject to or Available for Operating Lease [Line Items] | ||
Motorcycles and other vehicles | $ 13,261 | $ 22,086 |
Less: accumulated depreciation | (10,793) | (13,456) |
Motorcycles and other vehicles, net of accumulated depreciation | 2,468 | 8,630 |
Less: estimated reserve for residual values | (1,247) | (2,436) |
Motorcycles and other vehicles under operating leases, net | $ 1,221 | $ 6,194 |
NOTE C - DISCONTINUED OPERATIONS (Details) - Schedule of Short-term Debt - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
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Short-term Debt [Line Items] | |||||||
Senior subordinated notes | $ 41,072 | $ 70,117 | |||||
Secured Debt [Member] | Consumer Lease and Loan Lines of Business [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Senior subordinated notes | 41,072 | 70,117 | |||||
RISCs and Leases Financed Through Third Parties [Member] | Secured Debt [Member] | Consumer Lease and Loan Lines of Business [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Senior subordinated notes | [1] | 28,992 | 58,037 | ||||
Senior Note to Purchase Portfolio [Member] | Secured Debt [Member] | Consumer Lease and Loan Lines of Business [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Senior subordinated notes | [2] | $ 12,080 | $ 12,080 | ||||
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NOTE C - DISCONTINUED OPERATIONS (Details) - Schedule of Maturities of Long-term Debt - Consumer Lease and Loan Lines of Business [Member] |
Oct. 31, 2015
USD ($)
|
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NOTE C - DISCONTINUED OPERATIONS (Details) - Schedule of Maturities of Long-term Debt [Line Items] | |
2016 | $ 41,072 |
Total Due | $ 41,072 |
NOTE D - NOTES PAYABLE (Details) - Schedule of Notes Payble - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
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NOTE D - NOTES PAYABLE (Details) - Schedule of Notes Payble [Line Items] | |||||||||||
Note payable, gross | $ 3,828,387 | $ 3,400,580 | |||||||||
Less, Debt discount | (751,858) | (762,426) | |||||||||
Total | 3,076,528 | 2,638,154 | |||||||||
Loans Payable [Member] | |||||||||||
NOTE D - NOTES PAYABLE (Details) - Schedule of Notes Payble [Line Items] | |||||||||||
Note payable, gross | [1] | 986,000 | 393,000 | ||||||||
Note Convertible at Holder's Option [Member] | Convertible Notes Payable [Member] | |||||||||||
NOTE D - NOTES PAYABLE (Details) - Schedule of Notes Payble [Line Items] | |||||||||||
Note payable, gross | [2] | 2,411,387 | 2,707,080 | ||||||||
Note Convertible at Company's Option [Member] | Convertible Notes Payable [Member] | |||||||||||
NOTE D - NOTES PAYABLE (Details) - Schedule of Notes Payble [Line Items] | |||||||||||
Note payable, gross | [3] | 171,000 | 15,000 | ||||||||
Note with Interest Only, Convertible at Company's Option [Member] | Convertible Notes Payable [Member] | |||||||||||
NOTE D - NOTES PAYABLE (Details) - Schedule of Notes Payble [Line Items] | |||||||||||
Note payable, gross | [4] | $ 260,000 | $ 285,000 | ||||||||
|
NOTE D - NOTES PAYABLE (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - Warrant [Member] |
6 Months Ended |
---|---|
Oct. 31, 2015 | |
Minimum [Member] | |
Significant Assumptions: | |
Risk free interest rate | 0.01% |
Expected options life in years | 3 days |
Maximum [Member] | |
Significant Assumptions: | |
Risk free interest rate | 1.29% |
Expected stock price volatility | 251.00% |
Expected dividend payout | 0.00% |
Expected options life in years | 4 years 36 days |
NOTE D - NOTES PAYABLE (Details) - Schedule of Fair Value of Convertible Notes - Debt [Member] |
6 Months Ended |
---|---|
Oct. 31, 2015 | |
Minimum [Member] | |
Significant Assumptions: | |
Risk free interest rate | 0.06% |
Expected options life in years | 73 days |
Maximum [Member] | |
Significant Assumptions: | |
Risk free interest rate | 0.65% |
Expected stock price volatility | 251.00% |
Expected dividend payout | 0.00% |
Expected options life in years | 1 year 292 days |
NOTE D - NOTES PAYABLE (Details) - Fair Value, Net Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation |
6 Months Ended |
---|---|
Oct. 31, 2015
USD ($)
| |
Fair Value, Net Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Derivative Liability | $ 1,605,535 |
Derivative liability reclassified to additional paid in capital | (1,029,765) |
Derivative financial liability arising on the issue of convertible notes | 1,022,187 |
Fair value adjustments | 80,095 |
Derivative Liability | $ 1,678,052 |
NOTE E - LOANS PAYABLE TO RELATED PARTIES (Details) - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
Related Party Transactions [Abstract] | ||
Due to Related Parties, Noncurrent | $ 395,853 | $ 385,853 |
NOTE G - NONCONTROLLING INTEREST (Details) - Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Abstract] | ||||
Balance | $ 652,348 | |||
Sale of preferred stock | 50,000 | |||
Non-controlling interest’s share of profits | $ 12,491 | $ (7,460) | 16,754 | $ (19,251) |
Balance | $ 719,103 | $ 719,103 |
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,678,052 | $ 1,605,535 |
Fair Value, Inputs, Level 1 [Member] | ||
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,678,052 | $ 1,605,535 |
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Changes in Derivative Liability |
6 Months Ended |
---|---|
Oct. 31, 2015
USD ($)
| |
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Changes in Derivative Liability [Line Items] | |
Derivative Liability | $ 1,605,535 |
Derivative Liability | 1,678,052 |
Fair Value, Inputs, Level 3 [Member] | |
NOTE H - FAIR VALUE MEASUREMENTS (Details) - Schedule of Changes in Derivative Liability [Line Items] | |
Derivative Liability | 1,605,535 |
Derivative Liability, Increase During Period | 1,800,336 |
Derivative Liability, Decrease in Fair Value | (1,727,819) |
Derivative Liability | $ 1,678,052 |
NOTE K - GOING CONCERN MATTERS (Details) - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (51,879,110) | $ (49,178,453) |
Working Capital (Deficit) | $ (5,246,843) |
NOTE L - LEGAL PROCEEDINGS (Details) $ in Millions |
6 Months Ended |
---|---|
Oct. 31, 2015
USD ($)
| |
Disclosure Text Block Supplement [Abstract] | |
Loss Contingency, Damages Sought, Value | $ 2 |
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