Stockholders' Deficit

9 Months Ended

Jan. 31, 2017

Equity [Abstract]

Stockholders' Deficit

NOTE 6. STOCKHOLDERS' DEFICIT

COMMON SHARES - AUTHORIZED

As at January 31, 2017, the Company had 600,000,000 common shares authorized (April 30, 2016: 600,000,000 common shares). The common shares have a $0.001 par value. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

COMMON SHARES - ISSUED AND OUTSTANDING

As a result of completion of the APA, certain amounts owing to Mercuriali Limited, Samuel Asculai, Drasko Puseljic and Frode Botnevik became payable in shares of the Company and such shares were issued on December 2, 2016. The Company converted Advances payable to related parties convertible into shares of $385,702, and Advances from a related party convertible into shares of $316,575, being the balances as at October 20, 2016, into 222,455,472 shares in accordance with the respective Loan and Consultancy Agreements as set out below. A loss of $18,811 was recognized in connection with the conversion of the advances payable to related parties, due to the difference between the fair value of the common shares issued and payable amount converted.

The Company issued a total of 168,235,216 common shares to Mercuriali Ltd. This issuance comprised of (a) the issuance of 8,826,595 common shares in conversion of $33,188 of debt at $0.00376 per share under a Termination and Settlement Agreement dated July 12, 2010; (b) the issuance of 50,094,947 common shares in conversion of $188,357 of debt at $0.00376 per share under a Loan Agreement dated March 4, 2013, as amended September 20, 2013, March 3, 2014, September 29, 2015, January 22, 2016 and March 21, 2016 (the “Loan Agreements”); (c) the issuance of 71,232,222 common shares in conversion of $128,218 of debt at $0.0018 per share under the Loan Agreements; (d) the issuance of 27,261,111 common shares in conversion of debt of $49,070 under a Consultancy Agreement dated March 5, 2013 as amended March 3, 2014, August 1, 2015, March 21, 2016, and October 1, 2016 (the “Mercuriali Consultancy Agreements”); and (e) the issuance of 10,820,340 common shares in conversion of $110,029 of debt at $0.01017 under the Mercuriali Consultancy Agreements.

The Company issued a total of 20,558,939 common shares to Samuel Asculai. This issuance comprised of (a) the issuance of 16,333,333 common shares in conversion of $29,400 of debt at $0.0018 per share under a Consultancy Agreement at dated March 5, 2013 as amended March 3, 2014, August 1, 2015, March 21, 2016, and October 1, 2016 (the “Asculai Consultancy Agreements”); and (b) the issuance of 4,225,606 common shares in conversion of $42,969 of debt at $0.01017 per share under the Asculai Consultancy Agreements.

The Company issued a total of 31,213,859 common shares to Drasko Puseljic. This issuance comprised of (a) the issuance of 10,654,920 common shares in conversion of $40,062 of debt at $0.00376 per share under a Termination Agreement dated March 5, 2013; (b) the issuance of 16,333,333 common shares in conversion of $29,400 of debt at $0.0018 per share under an Employment Agreement dated March 5, 2013 as amended March 3, 2014, August 1, 2015, March 21, 2016, and October 1, 2016 (the “Puseljic Employment Agreements”); and (c) the issuance of 4,225,606 common shares in conversion of $42,969 of debt at $0.01017 per share under the Puseljic Employment Agreements.

The Company issued a total of 2,447,458 common shares to Frode Botnevik. This issuance comprised of (a) the issuance of 1,944,444 common shares in conversion of $3,500 of debt at $0.0018 per share under a Directors Service Agreement dated August 1, 2015 as amended March 21, 2016 and October 1, 2016 (the “Botnevik Services Agreements”); and (b) the issuance of 503,013 common shares in conversion of $5,115 of debt at $0.01017 per share under the Botnevik Services Agreements.

The sale of all the securities set out above was made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933.

The Accounts payable to related parties’ convertible into shares and Advances from a related party convertible into shares, which are convertible as a result of the completion of the APA are further described in Note 4; Related party Transactions and Balances above.

The conversion price of $0.01017 was based on the estimated value of the consideration attributable to equity shareholders on a fully diluted basis in pounds sterling translated into US dollars at the closing sterling/dollar interbank rate on October 19, 2016. This price is subject to change based on any adjustments under the APA and the exchange rate at Completion. Any adjustments to the number of shares to be issued will be made to the number of shares to be issued to related parties under the consultancy and employment agreements for services rendered after October 20, 2016.

As at January 31, 2017 there were 338,344,678 shares of common stock issued an outstanding (April 30, 2016: 113,951,705 common shares).