Investment in Integumen and Secured Promissory Note	9 Months Ended
Jan. 31, 2017
Debt Disclosure [Abstract]
Investment in Integumen and Secured Promissory Note	NOTE 5. INVESTMENT IN INTEGUMEN AND SECURED PROMISSORY NOTE On July 7, 2016, the Company and Integumen entered into a non-binding term sheet in respect of a strategic collaboration and an option agreement (the “Option Agreement”). The Company also issued to Integumen a secured promissory note in the amount of $100,000 (the “Note”). The Option Agreement granted Biosurface an option to acquire substantially all of the Company’s assets under a plan of reorganization (the “Option”). The total consideration payable upon exercise of the Option is a sum equal to £3,030,000 comprised of shares of Integumen, less all sums due and owing under the Note, and the assumption of certain liabilities of the Company. The Company received the $100,000 on July 12, 2016. Under the Note, Integumen agreed to loan the Company US$100,000 conditional upon the Company entering into the Option Agreement and entering into good faith negotiations with a view to entering into an asset purchase agreement (the “APA”). On October 1, 2016, the Company and Integumen signed an Asset Purchase Agreement under a plan of reorganization, liquidation and dissolution (the” Plan”) involving the sale of substantially all of the Company’s assets to Integumen (“Asset Sale”). The Asset Sale was completed on December 2, 2016 and the Company received 2,632,868 ordinary shares in Integumen at a price of £1 per share. This comprised the total Consideration of £3,030,000 ($3,840,525) less assumed liabilities of £ 320,209 ($416,272) and the prepayment of the Note in the amount of £76,923 ($100,000). The APA provided that 80 per cent. of the Consideration Shares should be issued on completion of the APA and the remaining 20 per cent. (subject to an adjustment depending on the value of the assumed liabilities) should be issued within 30 days of Admission of Integumen to AIM. However, prior to completion of the APA, the parties to the APA agreed upon the adjustment to the number of Consideration Shares to be issued to the Company by Integumen Limited and, consequently at completion, the Company was issued with 2,632,868 Ordinary Shares in full and final satisfaction of the obligations of Integumen Limited and Integumen, Inc to provide consideration to the Company for the acquisition of the business assets. Integumen was established on May 28, 2016 for the purpose of building a business in the area of Human Surface Science. The acquisition of Enhance and other complementary businesses in the areas of Skin Science, Oral-health and Wound-care completed by way of the issue of new shares in Integumen and the assumption of certain liabilities. Integumen plans to seek admission of its shares to trading on the AIM market of the London Stock Exchange and plans to raise capital to fund the future development and commercialisation of its technology portfolio. Integumen has appointed advisors in this regard. Prior to a potential listing and fundraise, Integumen will fund its activities out of existing cash reserves and a bank loan facility for €1m which Venn Life Sciences, the former owner of one of the acquired businesses currently guarantees. The Company intends to hold the shares in Integumen as an investment for a minimum of 12 months after Completion to allow for an orderly transition of the technology and products. After the Completion Date, the Company shall not engage in any business activities except to the extent necessary to preserve the value of its assets, transfer its assets and knowhow, wind up its business affairs and give effect to the dissolution of the Company in accordance with the Plan. For financial accounting reporting purposes the Company has valued the total purchase consideration at $2,696,105 which comprise of $2,179,833 in Integumen Ltd shares valued at £0.65 per share, $416,272 in liabilities assumed by Intergumen Ltd and the prepayment of the Note in the amount of $100,000. As the book value of the underlying assets sold is zero, the Company recognized an accounting gain of $2,696,105 on the sale of its assets under FASB guidance. A day one impairment loss of $2,179,832 has been recognized for accounting and financial reporting purposes due to the fact that Integument Ltd is a newly established entity, is in the process of listing on the AIM market , does not have any history of any private placement and consequently no valuation can readily be ascertained. Accordingly, for financial reporting purposes the investment in Integumen has been recorded at $1. For U.S. federal income tax purposes it is intended that the Asset Sale be part of a reorganization described in Section 368(a) of the U.S. Internal Revenue Code. Accordingly, the Company will not recognize a tax gain or loss as a result of the Asset Sale and Integumen will have a tax basis and holding period in the Company’s assets equal to the tax basis and holding period of those assets in the hands of the Company. The Company anticipates that the Company’s net operating loss carryforward will be available to Integumen; provided, however, that the company could be limited to the amount of offset of historic losses under Section 382 of the Inland Revenue Code.

Investment in Integumen and Secured Promissory Note

9 Months Ended

Jan. 31, 2017

Investment in Integumen and Secured Promissory Note

NOTE 5. INVESTMENT IN INTEGUMEN AND SECURED PROMISSORY NOTE

On July 7, 2016, the Company and Integumen entered into a non-binding term sheet in respect of a strategic collaboration and an option agreement (the “Option Agreement”). The Company also issued to Integumen a secured promissory note in the amount of $100,000 (the “Note”). The Option Agreement granted Biosurface an option to acquire substantially all of the Company’s assets under a plan of reorganization (the “Option”). The total consideration payable upon exercise of the Option is a sum equal to £3,030,000 comprised of shares of Integumen, less all sums due and owing under the Note, and the assumption of certain liabilities of the Company. The Company received the $100,000 on July 12, 2016. Under the Note, Integumen agreed to loan the Company US$100,000 conditional upon the Company entering into the Option Agreement and entering into good faith negotiations with a view to entering into an asset purchase agreement (the “APA”).

On October 1, 2016, the Company and Integumen signed an Asset Purchase Agreement under a plan of reorganization, liquidation and dissolution (the” Plan”) involving the sale of substantially all of the Company’s assets to Integumen (“Asset Sale”).

The Asset Sale was completed on December 2, 2016 and the Company received 2,632,868 ordinary shares in Integumen at a price of £1 per share. This comprised the total Consideration of £3,030,000 ($3,840,525) less assumed liabilities of £ 320,209 ($416,272) and the prepayment of the Note in the amount of £76,923 ($100,000).

The APA provided that 80 per cent. of the Consideration Shares should be issued on completion of the APA and the remaining 20 per cent. (subject to an adjustment depending on the value of the assumed liabilities) should be issued within 30 days of Admission of Integumen to AIM. However, prior to completion of the APA, the parties to the APA agreed upon the adjustment to the number of Consideration Shares to be issued to the Company by Integumen Limited and, consequently at completion, the Company was issued with 2,632,868 Ordinary Shares in full and final satisfaction of the obligations of Integumen Limited and Integumen, Inc to provide consideration to the Company for the acquisition of the business assets.

Integumen was established on May 28, 2016 for the purpose of building a business in the area of Human Surface Science. The acquisition of Enhance and other complementary businesses in the areas of Skin Science, Oral-health and Wound-care completed by way of the issue of new shares in Integumen and the assumption of certain liabilities. Integumen plans to seek admission of its shares to trading on the AIM market of the London Stock Exchange and plans to raise capital to fund the future development and commercialisation of its technology portfolio. Integumen has appointed advisors in this regard. Prior to a potential listing and fundraise, Integumen will fund its activities out of existing cash reserves and a bank loan facility for €1m which Venn Life Sciences, the former owner of one of the acquired businesses currently guarantees.

The Company intends to hold the shares in Integumen as an investment for a minimum of 12 months after Completion to allow for an orderly transition of the technology and products. After the Completion Date, the Company shall not engage in any business activities except to the extent necessary to preserve the value of its assets, transfer its assets and knowhow, wind up its business affairs and give effect to the dissolution of the Company in accordance with the Plan.

For financial accounting reporting purposes the Company has valued the total purchase consideration at $2,696,105 which comprise of $2,179,833 in Integumen Ltd shares valued at £0.65 per share, $416,272 in liabilities assumed by Intergumen Ltd and the prepayment of the Note in the amount of $100,000. As the book value of the underlying assets sold is zero, the Company recognized an accounting gain of $2,696,105 on the sale of its assets under FASB guidance. A day one impairment loss of $2,179,832 has been recognized for accounting and financial reporting purposes due to the fact that Integument Ltd is a newly established entity, is in the process of listing on the AIM market , does not have any history of any private placement and consequently no valuation can readily be ascertained. Accordingly, for financial reporting purposes the investment in Integumen has been recorded at $1.

For U.S. federal income tax purposes it is intended that the Asset Sale be part of a reorganization described in Section 368(a) of the U.S. Internal Revenue Code. Accordingly, the Company will not recognize a tax gain or loss as a result of the Asset Sale and Integumen will have a tax basis and holding period in the Company’s assets equal to the tax basis and holding period of those assets in the hands of the Company. The Company anticipates that the Company’s net operating loss carryforward will be available to Integumen; provided, however, that the company could be limited to the amount of offset of historic losses under Section 382 of the Inland Revenue Code.