10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2018

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-53376

ETERNITY HEALTHCARE INC.

(Exact name of registrant as specified in its charter)

Nevada	75-3268426
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

c/o Team Youn Bio Medicine International Corp. Limited Flat/Rm 1006 10/F, Hang Seng Tsim Sha Tsui Bldg 18 Carnarvon Road Tsim Sha TsuiI, KL, Hong Kong	N/A
(Address of principal executive offices)	(Zip Code)

+8613691884662

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES  ☐ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ YES  ☒ NO

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  YES ☐  NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of September 10, 2018, we had outstanding 171,058,437 shares of common stock.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II – OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mining Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

i

Forward-Looking Statements

This quarterly report on Form 10-Q and other reports filed by our company from time to time with the United States Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, our company’s management as well as estimates and assumptions made by our company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are predictions and speak only as of the date made. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to our company or our company’s management identify forward-looking statements. Such statements reflect the current view of our company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of our company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2018, relating to our company’s industry, our company’s operations and plan of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, our company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, our company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the interim consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our interim consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars unless otherwise stated. All references to “common stock” refer to the common shares in our capital stock.

As used in this quarterly report, the terms, “we”, “us”, “our” and “our company” refer to Eternity Healthcare Inc., unless the context clearly requires or states otherwise.

ii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Eternity Healthcare Inc.

Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars)

	July 31, 2018			April 30, 2017
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	9,612		$	21,908
Deferred cost - current portion (Note 6)		37,349			37,349
Other current assets (Note 4)		116,123			17,970
Total current assets		163,084			77,227
Non-current advanced payments (Note 5)		28,638			30,847
Deferred cost - long-term portion (Note 6)		303,460			312,797
Construction in process (Note 7)		2,224,433			1,538,316
Total assets	$	2,719,615		$	1,959,187
Liabilities
Current liabilities:
Interest payable (Note 9)	$	23,213		$	12,662
Due to related parties (Note 11)		243,167			191,988
Other current liabilities (Note 8)		1,780,801			1,183,398
Total current liabilities		2,047,181			1,388,048
Long-term loan (Note 9)		454,578			489,631
Long-term liabilities (Note 10)		363,037			53,671
Total liabilities		2,864,796			1,931,350
Commitments (Note 17)
Shareholders’ equity
Preferred stock – Authorized 10,000,000 shares, par value $0.001, 0 shares issued and outstanding at July 31, 2018 and April 30, 2018		-			-
Common stock - Authorized 1,000,000,000 shares at July 31, 2018 and April 30, 2018, par value $ 0.001, issued and outstanding 171,058,437 shares at July 31, 2018 and April 30, 2018, respectively		171,058			171,058
Additional paid-in capital		3,019,715			3,019,715
Accumulated other comprehensive income/(loss)		6,650			(1,128	)
Accumulated deficit		(3,342,604	)		(3,161,808	)
Total shareholders’ (deficit)/equity		(145,181	)		27,837
Total liabilities and shareholders’ equity	$	2,719,615		$	1,959,187

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

1

Eternity Healthcare Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. Dollars)

	For three months ended July 31,
	2018			2017
	(Unaudited)			(Unaudited)
Sales	$	-		$	-
Cost of goods sold		-			-
Gross margin		-			-
Operating Expenses:
General and administrative		182,692			14,691
Total operating expenses		182,692			14,691
Loss from operations		(182,692	)		(14,691	)
Other expenses:
Interest income/(expense)		1,896			(8,737	)
Loss from continuing operations before income taxes		(180,796	)		(23,428	)
Income tax expense (Note 15)		-			-
Loss from continuing operations		(180,796	)		(23,428	)
Loss from discontinued operations (Note 16)		-			(83,957	)
Net loss	$	(180,796	)	$	(107,385	)
Other comprehensive income/(loss) – Foreign currency translation		7,778			(88,390	)
Comprehensive loss	$	(173,018	)	$	(195,775	)
Net loss per share - basic and diluted
Continuing Operations	$	(0.001	)	$	(0.000	)
Discontinued operations		-			(0.001	)
Total	$	(0.001	)	$	(0.001	)
Weighted average number of common shares Outstanding - basic and diluted		171,058,437			70,929,868

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

2

Eternity Healthcare Inc.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

	For three months ended July 31,
	2018			2017
	(Unaudited)			(Unaudited)
Operating activities
Net loss	$	(180,796	)	$	(107,385	)
Loss from discontinued operations, net of income taxes		-			83,957
Net loss for the period from continuing operations		(180,796	)		(23,428	)
Adjustments to reconcile to net loss to net cash used in continuing operating activities
Amortization of deferred cost		9,337			-
Interest expense for related party loan		-			11,250
Changes in operating assets and liabilities:
Other current assets		(5,850	)		-
Other current liabilities		70,369			28
Long-term liabilities		327,726			-
Net cash provided by/(used in) operating activities of continuing operations		220,786			(12,150	)
Net cash used in operating activities of discontinued operations		-			(22,389	)
Net cash provided by/(used in) operating activities		220,786			(34,539	)
Investing activities
Credit loan made to third-party borrowers		(256,237	)		-
Repayment from credit loan borrower		158,038			-
Payments for construction cost		(153,435	)		-
Net cash used in investing activities of continuing operations		(251,634	)		-
Net cash used in investing activities		(251,634	)		-
Financing activities
Repayment of a loan from a third party loan		(31,976	)		-
Proceeds from related party loans		51,179			-
Net cash provided by financing activities of continuing operations		19,203			-
Net cash provided by financing activities		19,203			-
Effect of exchange rate changes on cash		(651	)		(10,123	)
Net decrease in cash		(12,296	)		(44,662	)
Cash, beginning of period – continuing operations		21,908			-
Cash, beginning of period – discontinued operations		-			148,119
Cash, end of period – continuing operations		9,612			-
Cash, end of period – discontinued operations	$	-		$	103,457
Supplementary Information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplementary Disclosure of Non-Cash Transaction
Construction in process from payables to vendors	$	1,656,200		$	-

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

3

Eternity Healthcare Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

July 31, 2018

(Expressed in U.S. Dollars)

1. Nature and continuance of operations

Eternity Healthcare Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 24, 2007 under the name Kid’s Book Writer, Inc. On September 23, 2010, the Company changed its name to Eternity Healthcare Inc.

In August, 2017, the owners of 53,933,373 shares, representing approximately 76.04% of the Company’s outstanding shares of common stock, including the president, chief executive officer and director of the Company, sold their shares to Team Youn Bio Medicine International Corp. Limited, a China based company (“Team Youn”). Contemporaneously, the Company disposed of its intellectual property and its subsidiary, Eternity BC to Dr. Hassan Salari, former President and Chief Executive Officer of the Company (“Dr. Salari”). The Company received gross proceeds of USD$31,836 ($40,000 CAD) in relation to the intellectual property and USD$47,754 ($60,000 CAD) for the shares of the subsidiary. The proceeds were paid by a reduction in the amount owed to Dr. Salari. Upon the completion of this disposal, the Company shifted its business focus from medical devices and diagnostics to cell storage, transformation and application services.

On October 16, 2017, an affiliate of the Company transferred all shares of Trillion Enterprises Group Limited (“Trillion Enterprise”), a dormant company incorporated under the law of British Virgin Islands (“BVI”) on February 23, 2013, to the Company for zero consideration. Hong Kong Trillion Pharmaceutical Holdings Limited (“HK Trillion”) was incorporated by Trillion Enterprise as a wholly-owned subsidiary on March 15, 2013. Both Trillion Enterprise and HK Trillion had no operations since their inception.

The Company and its subsidiary HK Trillion entered into a share exchange agreement (the “Exchange Agreement”) dated December 13, 2017, with Guizhou Tongren Healthy China Biotechnology Co. Ltd. (“Guizhou Tongren”), a company formed in China on September 15, 2017, and its equity holders. Pursuant to the Exchange Agreement, in exchange for an aggregate of 17,181,769 shares of the common stock of the Company, Guizhou Tongren Healthy China Biotechnology Co. Ltd. became a wholly-owned subsidiary of HK Trillion. The Company immediately took control of Guizhou Tongren upon execution of the Exchange Agreement. Guizhou Tongren was newly formed and had no operation or material assets other than a lease. The Company accounted for the transaction as asset acquisition on the date of the Exchange Agreement.

4

Eternity Healthcare Inc. (a Nevada corporation)

100%

Trillion Enterprises Group Limited (a BVI company)

100%

Hong Kong Trillion Holdings Limited (a Hong Kong company)   

100%

Tongren Healthy China Biotechnology Co. Ltd. (a PRC company)

On January 16, 2018, the Company issued 82,946,800 shares of common stock to Team Youn upon conversion of $CAD 1,063,966 (approximately $USD 829,468, 1 CAD to 0.7796 USD) debt the Company owed to Team Youn at a conversion price of $0.01 per share, according to the Debt Conversion Agreement entered by the Company and Team Youn in December 2017. The transaction was an extinguishment of debt done with the Company’s principle shareholder, and no gain or loss was recorded by the Company.

In February 2018, the Company increased the number of its authorized shares of common stock from 300,000,000 to 1,000,000,000, with a par value of $0.001 per share and authorized 10,000,000 shares of preferred stock with par value of $0.001 per share.

2. Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. From December 2010 through August 2017, the Company had been engaged in offering a range of medical devices and diagnostics. Since August 2017 the Company has been engaged in constructing a stem cell facility. The Company has not generated positive cash flows from operations. Through July 31, 2018, the Company has incurred accumulated losses of $3,342,604 and as of July 31, 2018, the Company had $9,612 of cash and negative working capital of $1,884,097, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the company may not be able to achieve profitability.

Successful completion of the Company’s infrastructure for cell storage, transformation and application services, and its transition to attaining profitable operations, are dependent upon obtaining additional financing. The Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, seeking financial support from shareholders, curtailing the Company’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Company will raise additional capital if needed.

These material uncertainties cast substantial doubt upon the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate. 

5

3. Significant accounting policies

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Basis of presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2018, filed with the SEC on August 6, 2018.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s consolidated financial position as of July 31, 2018, its consolidated results of operations for the three months ended July 31, 2018 and cash flows for the three months ended July 31, 2018, as applicable, have been made. Operating results for the three months period ended July 31, 2018 are not necessarily indicative of the operating results that may be expected for the year ending April 30, 2019 or any future periods.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Eternity BC until the date of sale August 23, 2017. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Trillion Enterprises and HK Trillion since October 16, 2017 and include Guizhou Tongren since December 13, 2017. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Operating leases

Leases where substantially all the risks and rewards of ownership of the assets remain with the lessor are accounted for as operating leases. Rental payments and the acquisition cost for the operating leases are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease periods.

Construction in process

Construction in process is reported at cost and not subject to depreciation until placed in service.

Share-based compensation

The Company grants share options and restricted shares to some non-employee consultants. Awards granted to non-employees are measured at fair value at the earlier of the commitment date or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.

Black-Scholes pricing models are adopted to measure the value of awards at each grant date or measurement date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected non-employee share option exercise behavior, risk-free interest rates and expected dividends.

6

Foreign currency translation

The Company’s functional and presentational currency is the U.S. dollar. All transactions initiated in other currencies are translated into the reporting currency in accordance with ASC 830, “Foreign Currency Matters” as follows:

i) Assets and liabilities at the rate of exchange in effect at the balance sheet date;

ii) Revenue and expense items at average exchange rate during the period; and

iii) Equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the period which is the result of income statement translation process

Gains and losses on translation are included in other comprehensive income (loss) in shareholders’ equity (deficiency) for the period.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	July 31, 2018		April 30, 2018
	(Unaudited)
Balance sheet items, except for equity accounts		0.1466		0.1579

	Three months ended July 31, 2018
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.1534

The exchange rates used to translate amounts in CAD into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	Three months ended July 31, 2017
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.7770

Fair value

The carrying value of the Company’s financial instruments approximate their fair values because of the short-term maturity of these financial instruments.

Interest rate risk

The company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, advanced payments and prepaid expenses. Management believes that the credit risk with respect to financial instruments included in cash, and advanced payments and prepaid expenses is remote.

7

Currency risk

The Company’s operating expenses are primarily incurred in Renminbi (“RMB”) after the acquisition of Guizhou Tongren. Fluctuation of the Renminbi in relation to the United States dollar will have an impact upon the profitability of the Company and may also have an effect on the value of the Company’s assets. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk. At July 31, 2018, 1 United States dollar was equal to 6.8195 Renminbi.

Basic and diluted net income/(loss) per share

The Company computes net income/(loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended July 31, 2018 and 2017, the diluted loss per share calculation for continuing and discontinued operations did not include warrants to purchase up to 2,000,000 shares of the Company’s common stock, because their effect was anti-dilutive, as the Company incurred a loss for the periods. As at July 31, 2018 there were outstanding warrants totaling 2,000,000 common shares (Notes 12).

Income taxes

The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in the U.S., Canada, and China jurisdictions. Significant judgments and estimates by management are required in determining the consolidated income tax expense assessment.

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and 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 recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Except as noted below, management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

A tax benefit from an uncertain tax position may only be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

The Company adjusts its tax liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from its current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

8

On December 22, 2017, the 2017 Tax Act (the “Act”) was passed in the United States. Due to the significant complexity of the Act, the Securities Exchange Commission has issued Staff Accounting Bulletin 118 (“SAB 118”) to provide companies additional time to analyze and report the effects of tax reform. Under SAB 118, companies are required to record those items where analysis is complete, include reasonable estimates and label them as provisional where analysis is incomplete, and if reasonable estimates cannot be made, record items under the previous tax law. Companies are required to have their analysis completed within one year. We have not completed our analysis for the tax effects related to the Act; however, we have made a reasonable estimate and have recorded income tax expenses associated with our gain on discontinued operations and dispositions and the income tax benefit from our continuing operating loss accordingly. Future adjustments will be recorded through current tax expense in the fiscal year of 2019 in which the analysis is completed.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2018, the Company has items that represent a comprehensive income/(loss) and, therefore, has included a schedule of comprehensive loss in the financial statements.

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, stockholder, or a related corporation.

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated ASC 280 and believes it has only one operating segment at this time.

Discontinued operation

A discontinued operation may include a component of an entity or a group of components, a business. Disposal of a component or group of components should be reported in discontinued operations if the disposal represents a strategic shift that has, or will have a major effect on the entity’s operations and financial results. Examples of a strategic shift that has (or will have) a major effect on an entity’s operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. The results of operations of a discontinued operation that has either been disposed of or classified as held for sale should be presented on the face of the statement in which net income is reported. Any gain or loss on the disposal or on classification as held for sale may be disclosed on the face of the statement and in a note to the financial statements.

9

Recently Enacted Accounting Standards

The company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements.

4. Other current assets

Other current assets are non-interest bearing, unsecured, and have settlement dates within one year.

	July 31,		April 30,
	2018		2018
		(Unaudited)
Loans to other companies	$	93,849	$	-
Rental deposits		14,708		15,842
Interest receivable		1,099		-
Others		6,467		2,128
Total	$	116,123	$	17,970

During the three months ended July 31, 2018, Guizhou Tongren made in aggregate RMB1.67 million (approximately $256,237) loans to three third-party companies to earn interest.  The loans have a term of 3-month and bear interest of 12% per annum. RMB1.03 million (approximately $158,038) was repaid before July 31, 2018. The loans generated $1,887 interest income during the three months ended July 31, 2018, and Guizhou Tongren received $738 during the period.

5. Non-current advanced payments

Advanced payments as of July 31, 2018 of $28,638 and April 30, 2018 of $30,847 represented the amount Guizhou Tongren paid in advance for finishing and furnishing its office space over the amounts due according to the agreements with the vendors.

6. Deferred cost

Deferred cost totaling $340,809 as of July 31, 2018 and $350,146 as of April 30, 2018 represented the deferred cost for leased office space in Tongren City, Guizhou Province, China, acquired by the Company.

10

On December 13, 2017, the Company acquired 100% of the equity interest in Guizhou Tongren for consideration of 17,181,769 common shares of the Company, the fair value of which is $343,635 based on the Company’s stock price of $0.02 at December 13, 2017. Guizhou Tongren was recently set up and did not have any operations or assets, except for a rental-preferential lease of an office building in Tongren City, Guizhou Province, China. The major purpose of the acquisition was to acquire the lease right. Therefore, the Company accounted for the transaction as an asset acquisition. The $343,635 fair value of the Company’s common shares on the acquisition date and the net liabilities of $20,517 of Guizhou Tongren assumed by the Company were accounted for as the cost to acquire the lease, and will be amortized over the remaining lease term of 117 months. Amortization of the deferred cost for the three months ended July 31, 2018 was $9,337.

7. Construction in process

Construction in process of $2,224,433 as of July 31, 2018 and $1,538,316 as of April 30, 2018 represented the cost incurred in the design, material purchasing and internal construction of the building and facilities Guizhou Tongren leased for its future operation. The construction has not been completed and no depreciation was recorded as of July 31, 2018.

8. Other current liabilities

Other current liabilities are non-interest bearing, unsecured, and have settlement dates within one year.

	July 31,		April 30,
	2018		2018
	(Unaudited)
Payable for construction in process	$	1,656,200	$	1,081,532
Loan from a third party		-		32,916
Professional and listing fee		122,232		68,382
Others		2,369		568
Total	$	1,780,801	$	1,183,398

Loan from a third party of $32,916 as of April 30, 2018 represented the loan from a former 80% equity owner of Guizhou Tongren and then 8% shareholder of the Company after the Share Exchange made to acquire Guizhou Tongren. The shareholder transferred the Company’s shares to others and was not related to the Company as of April 30, 2018. The amount was repaid by Guizhou Tongren during the three months ended July 31, 2018.

9. Long-term loan

On March 26, 2018, the Company entered into a Credit Loan Agreement with Shenzhen Dongyang, as lender, the Company as guarantor and Guizhou Tongren as borrower, pursuant to which the Company agreed to guaranty payment of the indebtedness under a loan facility providing Guizhou Tongren with advances for up to $25 million. Advances under the loan facility bear interest at the rate of 10% per annum. The loan facility has a term of five years. As of July 31, 2018 and April 30, 2018, Guizhou Tongren has requested and received a total amount of $454,578 and $489,631, respectively, and no repayment is required until the end of the loan term. Interest expenses on the loan was $11,989 during the three months ended July 31, 2018 and $23,213 is payable by the end of September 2018.

10. Long-term liabilities

	July 31,		April 30,
	2018		2018
	(Unaudited)
Accrued rental expenses	$	69,760	$	53,671
Deferred income - grant incentives		293,277		-
Total	$	363,037	$	53,671

11

Long-term liabilities of $69,760 as of July 31, 2018 and $53,671 as of April 30, 2018 represented rent expense Guizhou Tongren accrued accumulatively for the office building it leased. The lease term is 10 years from September 18, 2017 with annual rental of approximately $171,750 (RMB1,087,380). Rentals for the first 5 years are waived by the lessor, and Guizhou Tongren is expected to pay the rental from September 18, 2022.

In conjunction with the construction of Guizhou Tongren facility (Note 7), Guizhou Tongren applied for various incentives and grants from Tongren Hi-tech Industrial Development Zone Management Committee (the “Management Committee”).  Such grants and incentives are required to be used for leasehold improvements of the facility in Tongren, China. During three months ended July 31, 2018, Guizhou Tongren received RMB2 million (approximately $293,277). Grant amounts received are included in the balance sheet as deferred income and are recognized as income over the useful life of the related assets upon placing such assets into service.

11. Due to related parties and related party transactions  

Amount due to related parties:

	July 31,		April 30,
	2018		2018
	(Unaudited)
Team Youn	$	20,503	$	20,503
Weitao Wang	$	222,664	$	171,485
Total	$	243,167	$	191,988

During the three months ended July 31, 2018, the Company received $51,179 in cash loans from Mr. Weitao Wang, President, Chief Executive Officer and Chief Financial Officer of the Company. Total related party payables as of July 31, 2018 was $243,167 non-interest-bearing, unsecured with no fixed terms of repayment.

During the three months ended July 31, 2017, the Company recorded interest expense of $8,737 with regard to related party loans then outstanding. These interest-bearing loans were fully repaid as of April 30, 2018.  

During the year ended April 30, 2018, a former 80% equity owner of Guizhou Tongren and then 8% shareholder of the Company after the Share Exchange, made a loan of $32,916 to Guizhou Tongren. The shareholder transferred the Company’s shares to others and was not related the Company as of April 30, 2018. The loan was repaid during the three months ended July 31, 2018.

12. Capital stock

Authorized

The total authorized capital as of July 31, 2018 is 1,000,000,000 common shares with a par value of $0.001 per common share, and 10,000,000 preferred shares with a par value of $0.001 per preferred share.

 13. Warrants

During the year ended April 30, 2017, the Company granted 2,000,000 warrants for services. The fair value of the stock warrants granted was estimated at $119,649 on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $0.001 per share, average risk-free interest rate of 0.573%, expected dividend yield of zero, expected lives of three years and an average expected volatility of 247.04%. During the three months ended July 31, 2018 and 2017, $0 expense was recognized by the Company since all services were performed before April 30, 2017.

12

A summary of the status of the Company’s warrants as of July 31, 2018 is presented below:

	Number of
	warrants
	(Unaudited)
Warrants as at April 30, 2018		2,000,000
Warrants granted		-
Exercised, forfeited or expired		-
Outstanding at July 31, 2018		2,000,000
Exercisable at July 31, 2018		2,000,000

The following table summarizes information about the warrants as of July 31, 2018:

		Warrants outstanding						Warrants exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
				(Unaudited)				(Unaudited)		(Unaudited)
$	0.001		2,000,000		1.33	$	0.001		2,000,000	$	0.001

14. Stock options

During the fiscal year ended April 30, 2013, the Company granted 200,000 stock options for services. The fair value of the stock options granted was estimated on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $0.55 per share, average risk- free interest rate of 0.79%, expected dividend yield of zero, expected lives of five years and an average expected volatility of 2.99%. During the three months ended July 31, 2018 and 2017, the Company recognized expense of $0 related to options that vested, respectively.

As of April 30, 2018, the 200,000 stock options had expired prior to exercise. During the three months ended July 31, 2018, the Company issued no new stock options.

15. Taxation 

a) Enterprise Income Taxes

The Company was incorporated in Nevada, United States of America and it is a holding company and does not conduct any substantial operation on its own. The Company does not provide for U.S. taxes or foreign withholding taxes on undistributed earnings from its non-U.S. subsidiaries because such earnings are intended to be reinvested indefinitely. If undistributed earnings were distributed, foreign tax credits could become available under current law to reduce the resulting U.S. income tax liability.

The U.S. tax Act known as the Tax Cuts and Jobs Act (the “2017 Act”) signed on December 22, 2017 may have changed the consequences to U.S. shareholders that own, or are considered to own, as a result of the attribution rules, 10% or more of the voting power or value of the stock of a non-U.S. corporation (a “10% U.S. shareholder”) under the U.S. Federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”). The Company believes there will be no such impact for 2017 Act for the year ended April 30, 2018 as the Company’s foreign subsidiaries do not have positive cumulative earnings and profits as of April 30, 2018. 

Trillion Enterprise is incorporated in the BVI. Under the current law of the BVI, Trillion Enterprise is not subject to tax on income or capital gains. Additionally, if dividends are paid by Trillion Enterprise to its shareholders, no BVI withholding tax will be imposed.

13

HK Trillion is incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits tax has been made in the consolidated financial statements as HK Trillion both have no assessable profits for the three months ended July 31, 2018.

Guizhou Tongren, incorporated in the PRC, is governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”).

Effective from January 1, 2008, the EIT rate of PRC is 25%, and applies to both domestic and foreign invested enterprises. The effective tax rate of the Company approximates the applicable statutory rate of 25% for the three months ended July 31, 2018.

The components of the income tax expenses for continuing operations for the three months ended July 31, 2018 and 2017 are as follows:

	Three months ended July 31,
	2018		2017
	(Unaudited)		(Unaudited)
Current income tax expenses- continuing operation	$	-	$	-
Deferred income tax provision- continuing operation		-		-
Total income tax expense-continuing operation	$	-	$	-

Reconciliation of the income tax expenses for continuing operations at the U.S. statutory EIT rate for the three months ended July 31, 2018 and 2017 and the Company’s effective income tax rate is as follows:

	Three months ended July 31,
	2018			2017
	(Unaudited)			(Unaudited)
U.S. statutory tax rate		21.00	%		34.00	%
Foreign tax rate difference		1.19	%		0.00	%
Non-deductible expenses		(1.08	)%		0.00
Change of valuation allowance		(21.11	)%		(34.00	)%
Effective tax rate		0.00	%		0.00	%

b) Deferred Tax 

The Company follows ASC 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. The Company’s U.S. deferred tax assets have been remeasured using the new statutory rate of 21%. Deferred tax assets were $108,573 and $70,411 as of July 31, 2018 and April 30, 2018, respectively, which were from the Company and its subsidiaries’ net operating losses. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carry forwards become deductible or are utilized. As of July 31, 2018 and April 30, 2018, based upon the level of historical taxable losses, valuation allowances of $108,573 and $70,411, respectively, were recorded to fully offset deferred tax assets. The valuation allowance increased $38,162 and $7,966 during the three months ended July 31, 2018 and 2017, respectively.

14

As of July 31, 2018, the Company had net operating loss carry forwards for federal income tax purposes of approximately $364,549 which will expire in 2038. The Company’s federal net operating losses is subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under section 382 of the Internal Revenue Code, or the IRC, of 1986, as amended. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or future tax liabilities. The Company has undergone an ownership change defined under IRC Section 382(a) in August 23, 2017. However, since the Company has discontinued its former business coinstantaneous with the change in the ownership, it has forgone accounting for all its carried forward federal losses incurred prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.

As of July 31, 2018, the Company had net operating loss carry forwards of $128,070 from China subsidiary Guizhou Tongren which begin to expire in year 2022. 

The Company maintains a full valuation allowance on its net deferred tax assets. Based upon a review of the sources of income, the Company determined that the negative evidence outweighed the positive evidence and that a full valuation allowance on its net deferred tax assets will be maintained.

There were no uncertain tax positions as of July 31, 2018 and April 30, 2018, and the Company does not believe that this will change over the next twelve months. The Company is subject to U.S. federal income taxes with 3 years statute of limitation. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. According to Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed or has been assessed at less than the proper amount, the statute of limitation is extend to 10 years if the underpayment of taxes is due to fraud or willful evasion. For three months ended July 31, 2018, the Company did not have any material interest or penalties associated with tax positions. Tax years from 2017 forward remain open to examination due to carryover of net operating losses for both the Company and Guizhou Tongren. The Company is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expenses and penalties as operating expenses.

16. Discontinued operations

On August 23, 2017, the Company disposed of its intellectual property and its subsidiary, Eternity BC. The following table presents summarized financial information related to the discontinued operations:

	Three months ended July 31,
	2018		2017
	(Unaudited)		(Unaudited)
Sales
Product sales	$	-	$	-
Cost of goods sold		-		-
Gross margin		-		-
Operating Expenses
Salaries				28,747
Impairment of inventory				55,210
Total operating expenses				83,957
Provision for income taxes on discontinued operations		-		-
Net loss from discontinued operations	$	-	$	(83,957	)

15

17. Commitments

Operating lease commitments 

Guizhou Tongren entered an operating lease agreement in September 2017 principally for its office space in Mainland China expiring in September 2027. Rental is waived for the first 5 years from September 2017 to September 2022. The Company accounted for the rental expense as total lease payments under the lease agreement on a straight-line basis over the lease term. Rental expense under operating leases for the three months ended July 31, 2018 was $30,193. 

The future payments for operating leases as of July 31, 2018 are as follows:

	Amount
	(Unaudited)
For the fiscal year ending April 30,
2019	$	-
2020		-
2021		-
2022		-
2023		99,657
2024 and thereafter		697,601
Total minimum payment required	$	797,258

Capital expenditure commitments

Since acquired by the Company, Guizhou Tongren has entered a series of agreements for the finishing of the office building and purchase of equipment for its planned business operations. As of July 31, 2018, the Company had the following payment commitments pursuant to capital expenditure agreements:

	Amount
	(Unaudited)
For the fiscal year ending April 30,
2019		1,185,926
2020		102,402
2021		10,983
2022		-
2023		-
2024 and thereafter		29,117,677
Total minimum payment required		30,416,988

On May 10, 2018, Guizhou Tongren entered into a Procurement Consignation Agreement with Shenzhen Dongyang and consigned Dongyang Medical to procure medical equipment in total amount of approximately $31.36 million (RMB 198.57 million) that Guizhou Tongren will need to carry out its planned cell storage, transformation and application service business. Pursuant to the agreement, Guizhou Tongren shall pay the purchase price to Dongyang Medical within 5 years after the equipment is accepted by Guizhou Tongren. Any unpaid balances will bear 10% interest annually from the date of acceptance, and the interest is payable every 6 months. 

18. Subsequent Event

The Company has performed an evaluation of subsequent events through the date the financial statements were issued, and has determined that there are no events that are material to the financial statements except for those have been discussed below.

In August 2018, the Company’s Board of Directors adopted and obtained approval by holders of a majority of the Company’s outstanding shares of common stock of its 2018 Equity Incentive Plan (the “Plan”) authorizing the issuance of up to 10,000,000 shares of common stock pursuant to stock awards and options granted in accordance with the terms of the Plan. 

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Overview

Until the change in control described below, we were a medical device company that, subject to government approval, planned to manufacture and market medical devices. We now intend to build a cell storage, transformation and application facility in Tongren, Guizhou Province, China, which will utilize proprietary biotechnology developed by various technology providers. The Company intends to establish a facility in Tongren for the treatment of clients interested in the benefits of stem cell storage and applications, which will have a fully equipped stem cell laboratory, immune cell research room, and a genetics and gene research laboratory. It is estimated that construction of the facility, including acquisition of the equipment, and initial working capital, will require approximately $20 million. It is anticipated that the funds will be provided by a third party, pursuant to a long-term loan. Pending receipt of the proceeds of such loan, the Company will be dependent upon advances from its shareholders and their affiliates to meet its cash needs.

In furtherance of our plan to construct a stem cell facility in China, we entered into a share exchange agreement (the “Exchange Agreement”) dated December 13, 2017, with the equity holders of Guizhou Tongren Healthy China Biotechnology Co. Ltd., a company recently formed in China to engage in the business of providing stem cell storage and related medical therapies in China. Pursuant to the Exchange Agreement, in exchange for aggregate consideration of 17,181,769 shares of the common stock of the Company, Guizhou Tongren Healthy China Biotechnology Co. Ltd. became a wholly-owned subsidiary of Eternity Healthcare. In addition, we have acquired all of the outstanding equity of a BVI Company named Trillion Enterprises Group Limited which owns all of the outstanding equity interests in HK Trillion Holdings Limited, a company formed under the laws of Hong Kong. Guizhou Tongren Healthy China Biotechnology Co. Ltd. is held by the Hong Kong entity, HK Trillion Holdings Limited.

Change In Control and Sale of Subsidiary and Related Intellectual Property and Technology

In August 2017, the owners of 53,933,373 shares, representing approximately 76.04% of our outstanding shares of common stock, including the president, chief executive officer and director of our company, sold their shares to Team Youn Bio Medecine International Corp. Limited, a China based company (“Team Youn”). Contemporaneously with the sale, we sold our wholly owned subsidiary, Eternity Health Care Inc., a Canadian Federal corporation, extra-provincially registered in British Columbia (“Eternity BC”), to our former president, chief executive officer and director of our company, and assigned to him certain intellectual property and technology owned by us related to the development, testing and manufacture of our medical device needle free injection technology, together with all “know-how” and other proprietary rights of our company related thereto (the “IP Rights”) for a total purchase price of $CAD100,000 (equivalent to $USD79,590). Payment of the purchase price for the shares of the subsidiary and the IP Rights was made by crediting an equal amount against the $CAD1,163,966 ($US941,303) indebtedness owed to our former president, chief executive officer and director for advances made to pay operating expenses. Our remaining $CAD1,063,966 ($US 861,303) of indebtedness to our former president, chief executive officer and director was assigned to Team Youn.

17

Results of Operations 

Three Months Ended July 31, 2018 Compared to Three Months Ended July 31, 2017

As a result of the transfer of Eternity BC as described above and the commencement of construction of a stem cell facility in China, the results of our historical operations are not meaningful to an assessment of the likelihood of success of our future operations. Nevertheless, set forth below is a comparison of the results of our operations (including discontinued operations) for the three months ended July 31, 2018 with those of the three months ended July 31, 2017.

	Three months ended July 31,						Diff
	2018			2017			Amount			%
	(Unaudited)			(Unaudited)
Sales	$	-		$	-		$	-			-
Cost of goods sold		-			-			-			-
Gross margin		-			-			-			-
Operating Expenses:
General and administrative		182,692			14,691			168,001			1143.56	%
Total operating expenses		182,692			14,691			168,001			1143.56	%
Loss from operations		(182,692	)		(14,691	)		(168,001	)		1143.56	%
Other expenses:
Interest income		1,896			-			1,896			100	%
Interest expense		-			(8,737	)		8,737			-100	%
Loss from continuing operations before income taxes		(180,796	)		(23,428	)		(157,368	)		671.71	%
Income taxes		-			-			-			-
Loss from continuing operations		(180,796	)		(23,428	)		(157,368	)		671.71	%
Net loss for the period from discontinued Operations		-			(83,957	)		83,957			-100.00	%
Total loss for the period	$	(180,796	)	$	(107,385	)	$	(73,411	)		68.36	%
Other comprehensive income/(loss)		7,779			(88,390	)		96,169			-108.80	%
Comprehensive loss for the period	$	(173,018	)	$	(195,775	)	$	22,757			-11.62	%

We had no revenues from continuing operations in the three months ended July 31, 2018 and 2017. We are not likely to have revenues until we can market the services of the stem cell facility we are constructing.

Our continuing operating expenses for the three months ended July 31, 2018 increased $168,001 or 1,144%, compared to the three months ended July 31, 2017. The increase was mainly due to 1) the $61,965 or 832% increase in general office expenses due to the operation of Guizhou Tongren, our operating subsidiary in China. We had not acquired Guizhou Tongren prior to the end of the three months ended July 31, 2017; 2) the $106,036 or 1,464% increase in professional fees which was because we incurred financial consulting fees during the three months ended July 31, 2018 while there was no such fee in the three months ended July 31, 2017. We also incurred much higher attorney’s fees and audit fees during the three months ended July 31, 2018 compared with the three months ended July 31, 2017.

During the three months ended July 31, 2018, our interest expense decreased $8,737 or 100% compared to the three months ended July 31, 2017. We capitalized the interest incurred for a credit loan from a third party since the loan was for the construction and purchase of our Guizhou Tongren facility which has yet to be put into service, while in the three months ended July 31, 2017, the loan obtained from related parties bore 5% annual interest rate and was used for working capital. During the three months ended July 31, 2018, we made short-term loans to other third party companies and obtained $1,896 interest income.

Our continuing operations incurred net loss of $180,796 for the three months ended July 31, 2018, compared to net loss of $23,428 for the three months ended July 31, 2017, an increase of net loss of $157,368 or 671.71%.

In connection with the transfer of Eternity BC and the assignment of certain intellectual property and technology owned by us related to the development, testing and manufacture of our medical device needle free injection technology, in consideration for the forgiveness of debt, $83,957 loss from our former medical device business during the three months ended July 31, 2017 was accounted as discontinued operations.

18

Our comprehensive loss for the three months ended July 31, 2018 was $173,018, as compared to $195,775 comprehensive loss for the three months ended July 31, 2017.

Liquidity and Capital Resources

As of July 31, 2018, we had $9,612 in cash. We have financed our operations primarily with the proceeds of loans from related parties and more recently, third parties.

Working Capital Deficit

	July 31,			April 30,
	2018			2018
	(Unaudited)
Current Assets	$	163,084		$	77,227
Current Liabilities	$	2,047,181		$	1,388,048
Working Capital (deficit)	$	(1,884,097	)	$	(1,310,821	)

Our total current liabilities as of July 31, 2018 were $2,047,181, as compared to total current liabilities of $1,388,048 as of April 30, 2018. The increase was primarily due to an increase in payables for our construction in process. During the three months ended July 31, 2018, a related party paid professional fees of $51,179 on behalf of our company and which has not been repaid.

Cash Flows

	Three Months Ended July 31
	2018			2017
	(Unaudited)			(Unaudited)
Net Cash Provided By/(Used In) Operating Activities	$	220,786		$	(34,539	)
Net Cash Used In Investing Activities	$	(251,634	)	$	-
Net Cash Provided By Financing Activities	$	19,203		$	-
Effect of Rates on Cash	$	(651	)	$	(10,124	)
Decrease in Cash During the Period	$	(12,296	)	$	(44,662	)

Operating Activities

Net cash provided by operating activities was $220,786 for the three months ended July 31, 2018, compared with net cash used in operating activities of $34,539 in the same period in 2017. This was because we received a $306,871 (RMB 2 million) subsidy from a local Tongren government entity which was offset by the general and administrative expenses incurred during the period.

Investing Activities

Net cash used in investing activities was $251,634 for the three months ended July 31, 2018, compared to $0 net cash used in investing activities in the same period in 2017. The amount was used to pay the vendors of our construction in process to the Guizhou Tongren facility, and to make short-term loans to other companies to obtain interest. In the same period in 2017, we didn’t make any investment.

Financing Activities

Net cash provided by financing activities was $19,203 for the three months ended July 31, 2018 which was provided by our sole director and officer of 51,179 and offset by the repayment of a third party loan of 31,976, compared to the $0 cash provided for the three months ended July 31, 2017.

19

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Since December 2010, the Company has been engaged in offering a range of medical devices and diagnostics and has not generated positive cash flows from operations. Through July 31, 2018, the Company has incurred accumulated losses of $3,342,604 and as of July 31, 2018, the Company had $9,612 of cash and negative working capital of $1,884,097, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the company may not be able to achieve profitability.

Successful completion of the Company’s infrastructure for cell storage, transformation and application services, and its transition to attaining profitable operations, may need to be dependent upon obtaining additional financing. The Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, seeking financial support from shareholders, curtailing the Company’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Company will raise additional capital if needed.

These material uncertainties cast substantial doubt upon the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate. 

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

See Note 3 to the Unaudited Consolidated Financial Statements included herewith.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “small reporting company”, we are not required to provide the information required by this Item. 

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer/ chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer/chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer/chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to the material weaknesses in our internal controls over financial reporting identified in our Annual Report on Form 10-K for the year ended April 30, 2018. Moreover, as a result of the recent change in control and intent to commence operations in China, we will need to develop sufficient accounting controls and procedures with respect to such activities.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended April 30, 2018 (the “2018 Form 10-K”), which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in our 2018 Form 10-K, our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

On August 10, 2018, our Board of Directors adopted, and stockholders owning more than a majority of our outstanding voting shares, approved our 2018 Equity Incentive Plan authorizing the issuance of up to 10,000,000 shares of our common stock pursuant to stock awards and options granted in accordance with the terms of the Plan. 

Item 6. Exhibits

Exhibit Number	Document Description
10.1	2018 Equity Incentive Plan
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1	Section 302 Certifications under Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1	Section 906 Certifications under Sarbanes-Oxley Act of 2002
101	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ETERNITY HEALTHCARE INC.
Date: September 14, 2018	By:	/s/ Wei-Tao Wang
		We-Tao Wang
		President, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

ETERNITY HEALTHCARE INC.

2018 EQUITY INCENTIVE PLAN

1. Purposes of the Plan.

The purposes of this Equity Incentive Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business.

2. Definitions.

As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any Committee appointed to administer the Plan.

(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(c) “Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.

(d) “Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Performance Unit, Performance Share, or other right or benefit under the Plan.

(e) “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto.

(f) “Board” means the Board of Directors of the Company.

(g) “Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s:

(i) refusal or failure to act in accordance with any specific, lawful direction or order of the Company or a Related Entity;

(ii) unfitness or unavailability for service or unsatisfactory performance (other than as a result of Disability);

(iii) performance of any act or failure to perform any act, in bad faith and to the detriment of the Company or a Related Entity;

(iv) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or

(v) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.

(h) “Code” means the Internal Revenue Code of 1986, as amended.

(i) “Committee” means any committee appointed by the Board to administer the Plan.

(j) “Common Stock” means the common stock of the Company.

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(k) “Company” means Eternity Healthcare Inc., a Nevada corporation.

(l) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.

(m) “Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant, is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or Related Entity, (ii) transfers between locations of the Company or among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). For purposes of Incentive Stock Options, no such approved leave of absence may exceed ninety (90) days, unless re-employment upon expiration of such leave is guaranteed by statute or contract.

(n) “Corporate Transaction” means any of the following transactions:

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations) in connection with the complete liquidation or dissolution of the Company;

(iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than eighty percent (80%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or

(iv) an acquisition by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than eighty percent (80%) of the total combined voting power of the Company’s outstanding securities, but excluding any such transaction that the Administrator determines shall not be a Corporate Transaction.

(o) “Director” means a member of the Board or the board of directors of any Related Entity.

(p) “Disability” means that a Grantee is permanently unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.

(q) “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid with respect to Common Stock.

(r) “Employee” means any person, including an Officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.

(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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(t) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) Where there exists a public market for the Common Stock, the Fair Market Value shall be (A) the closing price for a Share for the last market trading day prior to the time of the determination (or, if no closing price was reported on that date, on the last trading date on which a closing price was reported) on the stock exchange or national market system determined by the Administrator to be the primary market for the Common Stock, or (B) if the Common Stock is not traded on any such exchange or national market system, the average of the closing bid and asked prices of a share on the OTC Bulletin Board or other inter-dealer quotation service for the day prior to the time of the determination (or, if no such prices were reported on that date, on the last date on which such prices were reported), in each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (ii) in the absence of an established market for the Common Stock of the type described in subparagraph (i), above, the Fair Market Value shall be determined by the Administrator in good faith.

(u) “Grantee” means an Employee, Director or Consultant who receives an Award pursuant to an Award Agreement under the Plan.

(v) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(w) “Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(x) “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(y) “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.

(z) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa) “Performance Shares” means Shares or an Award denominated in Shares which may be earned in whole or in part upon attainment of performance criteria established by the Administrator.

(bb) “Performance Units” means an Award which may be earned in whole or in part upon attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

(cc) “Plan” means this 2018 Equity Incentive Plan.

(dd) “Related Entity” means any Parent, Subsidiary and any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly.

(ee) “Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator.

(ff) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.

(gg) “SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured by appreciation in the value of Common Stock.

(hh) “Share” means a share of the Common Stock.

(ii) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

(jj) “Related Entity Disposition” means the sale, distribution or other disposition by the Company of all or substantially all of the Company’s interests in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity.

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3. Stock Subject to the Plan.

(a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is 15,000,000 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.

(b) Any Shares covered by an Award (or portion of an Award) which is forfeited or canceled, expires or is settled in cash, shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. If any unissued Shares are retained by the Company upon exercise of an Award in order to satisfy the exercise price for such Award or any withholding taxes due with respect to such Award, such retained Shares subject to such Award shall become available for future issuance under the Plan (unless the Plan has terminated). Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4. Administration of the Plan.

(a) Plan Administrator.

(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.

(ii) Administration with Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time. Except for the power to amend the Plan as provided in Section 13 and except for determinations regarding Employees who are subject to Section 16 of the Exchange Act or certain key Employees who are, or may become, as determined by the Board or the Committee, subject to Section 162(m) of the Code compensation deductibility limit, and except as may otherwise be required under applicable stock exchange rules, the Board or the Committee may delegate any or all of its duties, powers and authority under the Plan pursuant to such conditions or limitations as the Board or the Committee may establish to any Officer or Officers of the Company

(iii) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection, such Award shall be presumptively valid as of its grant date to the extent permitted by Applicable Laws.

(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:

(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;

(ii) to determine whether and to what extent Awards are granted hereunder;

(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;

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(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions of any Award granted hereunder;

(vi) to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan, including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan;

(viii) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Grantees favorable treatment under such laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan; and

(ix) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.

(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be conclusive and binding on all persons.

5. Eligibility, Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company, a Parent or a Subsidiary. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to Employees, Directors or Consultants who are residing in foreign jurisdictions.

6. Terms and Conditions of Awards.

(a) Type of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) an Option, a SAR or similar right with a fixed or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or (iii) any other security with the value derived from the value of the Shares. Such awards include, without limitation, Options, SARs, sales or bonuses of Restricted Stock, Dividend Equivalent Rights, Performance Units or Performance Shares, and an Award may consist of one such security or benefit, or two (2) or more of them in any combination or alternative.

(b) Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in excess of the foregoing limitation, shall be treated as Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date the Option with respect to such Shares is granted.

(c) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration, including cashless exercise) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination of, increase in share price, earnings per share, total stockholder return, return on equity, return on assets, return on investment, net operating income, cash flow, revenue, economic value added, personal management objectives, or other measure of performance selected by the Administrator. Partial achievement of the specified criteria may result in a partial payment or vesting as specified in the Award Agreement.

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(d) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction.

(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.

(f) Award Exchange Programs. The Administrator may establish one or more programs under the Plan to permit selected Grantees to exchange an Award under the Plan for one or more other types of Awards under the Plan on such terms and conditions as determined by the Administrator from time to time.

(g) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time.

(h) Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate.

(i) Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term of an Incentive Stock Option shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.

(j) Transferability of Awards. Except as otherwise provided in this Section, all Awards under the Plan shall be nontransferable and shall not be assignable, alienable, saleable or otherwise transferable by the Grantee other than by will or the laws of descent and distribution except pursuant to a domestic relations order entered by a court of competent jurisdiction. Notwithstanding the preceding sentence, the Board or the Committee may provide that any Award of Non-Qualified Stock Options may be transferable by the recipient to family members or family trusts established by the Grantee. The Board or the Committee may also provide that, in the event that a Grantee terminates employment with the Company to assume a position with a governmental, charitable, educational or similar non-profit institution, a third party, including but not limited to a “blind” trust, may be authorized by the Board or the Committee to act on behalf of and for the benefit of the respective Grantee with respect to any outstanding Awards. Except as otherwise provided in this Section, during the life of the Grantee, Awards under the Plan shall be exercisable only by him or her except as otherwise determined by the Board or the Committee. In addition, if so permitted by the Board or the Committee, a Grantee may designate a beneficiary or beneficiaries to exercise the rights of the Grantee and receive any distributions under the Plan upon the death of the Grantee.

(k) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination shall be given to each Employee, Director or Consultant to whom an Award is so granted within a reasonable time after the date of such grant.

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7. Award Exercise or Purchase Price, Consideration, Taxes and Reload Options.

(a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:

(i) In the case of an Incentive Stock Option: (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or (B) granted to any Employee other than an Employee described in the preceding clause, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant unless otherwise determined by the Administrator.

(iii) In the case of other Awards, such price as is determined by the Administrator.

(iv) Notwithstanding the foregoing provisions of this Section 7(a),in the case of an Award issued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the principles of Section 424(a) of the Code.

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following, provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the applicable laws of the jurisdiction in which the Company is then incorporated.

(i) cash;

(ii) check;

(iii) delivery of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator determines is appropriate;

(iv) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require including withholding of Shares otherwise deliverable upon exercise of the Award) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised (but only to the extent that such exercise of the Award would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by the Administrator);

(v) with respect to options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or

(vi) with respect to options provided there is then an established market for the Common Stock, by a “cashless exercise” as a result of which the Grantee shall be entitled to receive that number of shares of Common Stock equal to the quotient of (i) the number of Options surrendered for exercise and (ii) the difference between the Fair Market Value (determined in accordance with clause (i) of Section 2(t) hereof) and the exercise price of the Option, in which case the number of Options surrendered for exercise shall be cancelled;

(vii) any combination of the foregoing methods of payment.

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(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any foreign, federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares received on exercise of an Incentive Stock Option. Upon exercise of an Award, the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations.

(d) Reload Options. In the event the exercise price or tax withholding of an Option is satisfied by the Company or the Grantee’s employer withholding Shares otherwise deliverable to the Grantee, the Administrator may issue the Grantee an additional Option, with terms identical to the Award Agreement under which the Option was exercised, but at an exercise price as determined by the Administrator in accordance with the Plan.

8. Exercise of Award.

(a) Procedure for Exercise; Rights as a Stockholder.

(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the Award Agreement.

(ii) An Award shall be deemed to be exercised upon the later of (x) receipt by the Company of written notice of such exercise in accordance with the terms of the Award by the person entitled to exercise the Award and (y) full payment for the Shares with respect to which the Award is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section 7(b)(v).

(iii) Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to an Award, notwithstanding the exercise of an Option or other Award. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Award. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Award Agreement or Section 10, below.

(b) Exercise of Award Following Termination of Continuous Service.

(i) An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement.

(ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first.

(iii) Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Award Agreement.

(c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Award previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Grantee at the time that such offer is made.

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9. Conditions Upon Issuance of Shares.

(a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.

10. Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Administrator may, in its discretion, proportionately adjust the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment for (a) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, (b) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (c) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock to which Section 424(a) of the Code applies; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.

11. Corporate Transactions and Related Entity Dispositions. Except as may be provided in an Award Agreement:

(a) The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction or Related Entity Disposition or at the time of an actual Corporate Transaction or Related Entity Disposition and exercisable at the time of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such  Awards in connection with a Corporate Transaction or Related Entity Disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the Corporate Transaction or Related Entity Disposition. Effective upon the consummation of a Corporate Transaction or Related Entity Disposition, all outstanding Awards under the Plan, shall remain fully exercisable until the expiration or sooner termination of the Award.

(b) The portion of any Incentive Stock Option accelerated under this Section 11 in connection with a Corporate Transaction or Related Entity Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $ 100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a Non-Qualified Stock Option.

12. Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 13 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.

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13. Amendment, Suspension or Termination of the Plan.

(a) The Board may at any time amend, suspend or terminate the Plan. To the extent necessary to comply with Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan.

(c) Any amendment, suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall not affect Awards already granted, and such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which agreement must be in writing and signed by the Grantee and the Company.

14. Reservation of Shares.

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the Company’s right to terminate the Grantee’s Continuous Service at any time, with or without cause.

16. Unfunded Plan. Unless otherwise determined by the Board or the Committee, the Plan shall be unfunded and shall not create (or construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Grantee or other person. To the extent any person holds any rights by virtue of an Award granted under the Plan, such right (unless otherwise determined by the Board or the Committee) shall be no greater than the right of an unsecured general creditor of the Company.

17. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

18. Stockholder Approval. The grant of Incentive Stock Options under the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board excluding Incentive Stock Options issued in substitution for outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws. The Administrator may grant Incentive Stock Options under the Plan prior to approval by the stockholders, but until such approval is obtained, no such Incentive Stock Option shall be exercisable. In the event that stockholder approval is not obtained within the twelve (12) month period provided above, all Incentive Stock Options previously granted under the Plan shall be exercisable as Non-Qualified Stock Options.

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

I, Wei-Tao Wang, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Eternity Healthcare 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. I am 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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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

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

Date: September 14, 2018	/s/ Wei-Tao Wang
	Wei-Tao Wang
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Weitao Wang, President, Chief Executive Officer and Chief Financial Officer of Eternity Healthcare Inc., a Nevada corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   the Quarterly Report on Form 10-Q of Eternity Healthcare Inc. for the period ended July 31, 2018 (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 Eternity Healthcare Inc.

Date: September 14, 2018	/s/ Wei-Tao Wang
	Wei-Tao Wang
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

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

XML

Document and Entity Information - shares	3 Months Ended
	Jul. 31, 2018	Sep. 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	ETERNITY HEALTHCARE INC.
Entity Central Index Key	0001437822
Amendment Flag	false
Trading Symbol	ETAH
Current Fiscal Year End Date	--04-30
Document Type	10-Q
Document Period End Date	Jul. 31, 2018
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		171,058,437

XML

Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Current assets:
Cash and cash equivalents	$ 9,612	$ 21,908
Deferred cost - current portion (Note 6)	37,349	37,349
Other current assets (Note 4)	116,123	17,970
Total current assets	163,084	77,227
Non-current advanced payments (Note 5)	28,638	30,847
Deferred cost - long-term portion (Note 6)	303,460	312,797
Construction in process (Note 7)	2,224,433	1,538,316
Total assets	2,719,615	1,959,187
Current liabilities:
Interest payable (Note 9)	23,213	12,662
Due to related parties (Note 11)	243,167	191,988
Other current liabilities (Note 8)	1,780,801	1,183,398
Total current liabilities	2,047,181	1,388,048
Long-term loan (Note 9)	454,578	489,631
Long-term liabilities (Note 10)	363,037	53,671
Total liabilities	2,864,796	1,931,350
Commitments (Note 17)
Shareholders' equity
Preferred stock - Authorized 10,000,000 shares, par value $0.001, 0 shares issued and outstanding at July 31, 2018 and April 30, 2018
Common stock - Authorized 1,000,000,000 shares at July 31, 2018 and April 30, 2018, par value $ 0.001, issued and outstanding 171,058,437 shares at July 31, 2018 and April 30, 2018, respectively	171,058	171,058
Additional paid-in capital	3,019,715	3,019,715
Accumulated other comprehensive income/(loss)	6,650	(1,128)
Accumulated deficit	(3,342,604)	(3,161,808)
Total shareholders' (deficit)/equity	(145,181)	27,837
Total liabilities and shareholders' equity	$ 2,719,615	$ 1,959,187

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2018	Apr. 30, 2018
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	171,058,437	171,058,437
Common stock, shares outstanding	171,058,437	171,058,437

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Income Statement [Abstract]
Sales
Cost of goods sold
Gross margin
Operating Expenses:
General and administrative	182,692	14,691
Total operating expenses	182,692	14,691
Loss from operations	(182,692)	(14,691)
Other expenses:
Interest income/(expense)	1,896	(8,737)
Loss from continuing operations before income taxes	(180,796)	(23,428)
Income tax expense (Note 15)
Loss from continuing operations	(180,796)	(23,428)
Loss from discontinued operations (Note 16)		(83,957)
Net loss	(180,796)	(107,385)
Other comprehensive income/(loss) - Foreign currency translation	7,778	(88,390)
Comprehensive loss	$ (173,018)	$ (195,775)
Net loss per share - basic and diluted
Continuing Operations	$ (0.001)	$ 0
Discontinued operations		(0.001)
Total	$ (0.001)	$ (0.001)
Weighted average number of common shares Outstanding - basic and diluted	171,058,437	70,929,868

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Operating activities
Net loss	$ (180,796)	$ (107,385)
Loss from discontinued operations, net of income taxes		(83,957)
Net loss for the period from continuing operations	(180,796)	(23,428)
Adjustments to reconcile to net loss to net cash used in continuing operating activities
Amortization of deferred cost	9,337
Interest expense for related party loan		11,250
Changes in operating assets and liabilities:
Other current assets	(5,850)
Other current liabilities	70,369	28
Long-term liabilities	327,726
Net cash provided by/(used in) operating activities of continuing operations	220,786	(12,150)
Net cash used in operating activities of discontinued operations		(22,389)
Net cash provided by/(used in) operating activities	220,786	(34,539)
Investing activities
Credit loan made to third-party borrowers	(256,237)
Repayment from credit loan borrower	158,038
Payments for construction cost	(153,435)
Net cash used in investing activities of continuing operations	(251,634)
Net cash used in investing activities	(251,634)
Financing activities
Repayment of a loan from a third party loan	(31,976)
Proceeds from related party loans	51,179
Net cash provided by financing activities of continuing operations	19,203
Net cash provided by financing activities	19,203
Effect of exchange rate changes on cash	(651)	(10,123)
Net decrease in cash	(12,296)	(44,662)
Cash, beginning of period - continuing operations	21,908
Cash, beginning of period - discontinued operations		148,119
Cash, end of period - continuing operations	9,612
Cash, end of period - discontinued operations		103,457
Supplementary Information
Cash paid for interest
Cash paid for taxes
Supplementary Disclosure of Non-Cash Transaction
Construction in process from payables to vendors	$ 1,656,200

XML

Nature and Continuance of Operations

3 Months Ended

Jul. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature and continuance of operations

1. Nature and continuance of operations

Eternity Healthcare Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 24, 2007 under the name Kid’s Book Writer, Inc. On September 23, 2010, the Company changed its name to Eternity Healthcare Inc.

In August, 2017, the owners of 53,933,373 shares, representing approximately 76.04% of the Company’s outstanding shares of common stock, including the president, chief executive officer and director of the Company, sold their shares to Team Youn Bio Medicine International Corp. Limited, a China based company (“Team Youn”). Contemporaneously, the Company disposed of its intellectual property and its subsidiary, Eternity BC to Dr. Hassan Salari, former President and Chief Executive Officer of the Company (“Dr. Salari”). The Company received gross proceeds of USD$31,836 ($40,000 CAD) in relation to the intellectual property and USD$47,754 ($60,000 CAD) for the shares of the subsidiary. The proceeds were paid by a reduction in the amount owed to Dr. Salari. Upon the completion of this disposal, the Company shifted its business focus from medical devices and diagnostics to cell storage, transformation and application services.

On October 16, 2017, an affiliate of the Company transferred all shares of Trillion Enterprises Group Limited (“Trillion Enterprise”), a dormant company incorporated under the law of British Virgin Islands (“BVI”) on February 23, 2013, to the Company for zero consideration. Hong Kong Trillion Pharmaceutical Holdings Limited (“HK Trillion”) was incorporated by Trillion Enterprise as a wholly-owned subsidiary on March 15, 2013. Both Trillion Enterprise and HK Trillion had no operations since their inception.

The Company and its subsidiary HK Trillion entered into a share exchange agreement (the “Exchange Agreement”) dated December 13, 2017, with Guizhou Tongren Healthy China Biotechnology Co. Ltd. (“Guizhou Tongren”), a company formed in China on September 15, 2017, and its equity holders. Pursuant to the Exchange Agreement, in exchange for an aggregate of 17,181,769 shares of the common stock of the Company, Guizhou Tongren Healthy China Biotechnology Co. Ltd. became a wholly-owned subsidiary of HK Trillion. The Company immediately took control of Guizhou Tongren upon execution of the Exchange Agreement. Guizhou Tongren was newly formed and had no operation or material assets other than a lease. The Company accounted for the transaction as asset acquisition on the date of the Exchange Agreement.

Eternity Healthcare Inc. (a Nevada corporation)

100%

Trillion Enterprises Group Limited (a BVI company)

100%

Hong Kong Trillion Holdings Limited (a Hong Kong company)   

100%

Tongren Healthy China Biotechnology Co. Ltd. (a PRC company)

On January 16, 2018, the Company issued 82,946,800 shares of common stock to Team Youn upon conversion of $CAD 1,063,966 (approximately $USD 829,468, 1 CAD to 0.7796 USD) debt the Company owed to Team Youn at a conversion price of $0.01 per share, according to the Debt Conversion Agreement entered by the Company and Team Youn in December 2017. The transaction was an extinguishment of debt done with the Company’s principle shareholder, and no gain or loss was recorded by the Company.

In February 2018, the Company increased the number of its authorized shares of common stock from 300,000,000 to 1,000,000,000, with a par value of $0.001 per share and authorized 10,000,000 shares of preferred stock with par value of $0.001 per share.

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Going Concern

3 Months Ended

Jul. 31, 2018

Going Concern [Abstract]

Going concern

2. Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. From December 2010 through August 2017, the Company had been engaged in offering a range of medical devices and diagnostics. Since August 2017 the Company has been engaged in constructing a stem cell facility. The Company has not generated positive cash flows from operations. Through July 31, 2018, the Company has incurred accumulated losses of $3,342,604 and as of July 31, 2018, the Company had $9,612 of cash and negative working capital of $1,884,097, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the company may not be able to achieve profitability.

Successful completion of the Company’s infrastructure for cell storage, transformation and application services, and its transition to attaining profitable operations, are dependent upon obtaining additional financing. The Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, seeking financial support from shareholders, curtailing the Company’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Company will raise additional capital if needed.

These material uncertainties cast substantial doubt upon the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate. 

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Significant Accounting Policies

3 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

Significant accounting policies

3. Significant accounting policies

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Basis of presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2018, filed with the SEC on August 6, 2018.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s consolidated financial position as of July 31, 2018, its consolidated results of operations for the three months ended July 31, 2018 and cash flows for the three months ended July 31, 2018, as applicable, have been made. Operating results for the three months period ended July 31, 2018 are not necessarily indicative of the operating results that may be expected for the year ending April 30, 2019 or any future periods.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Eternity BC until the date of sale August 23, 2017. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Trillion Enterprises and HK Trillion since October 16, 2017 and include Guizhou Tongren since December 13, 2017. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Operating leases

Leases where substantially all the risks and rewards of ownership of the assets remain with the lessor are accounted for as operating leases. Rental payments and the acquisition cost for the operating leases are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease periods.

Construction in process

Construction in process is reported at cost and not subject to depreciation until placed in service.

Share-based compensation

The Company grants share options and restricted shares to some non-employee consultants. Awards granted to non-employees are measured at fair value at the earlier of the commitment date or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.

Black-Scholes pricing models are adopted to measure the value of awards at each grant date or measurement date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected non-employee share option exercise behavior, risk-free interest rates and expected dividends.

Foreign currency translation

The Company’s functional and presentational currency is the U.S. dollar. All transactions initiated in other currencies are translated into the reporting currency in accordance with ASC 830, “Foreign Currency Matters” as follows:

i) Assets and liabilities at the rate of exchange in effect at the balance sheet date;

ii) Revenue and expense items at average exchange rate during the period; and

iii) Equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the period which is the result of income statement translation process

Gains and losses on translation are included in other comprehensive income (loss) in shareholders’ equity (deficiency) for the period.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	July 31, 2018		April 30, 2018
	(Unaudited)
Balance sheet items, except for equity accounts		0.1466		0.1579

	Three months ended July 31, 2018
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.1534

The exchange rates used to translate amounts in CAD into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	Three months ended July 31, 2017
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.7770

Fair value

The carrying value of the Company’s financial instruments approximate their fair values because of the short-term maturity of these financial instruments.

Interest rate risk

The company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, advanced payments and prepaid expenses. Management believes that the credit risk with respect to financial instruments included in cash, and advanced payments and prepaid expenses is remote.

Currency risk

The Company’s operating expenses are primarily incurred in Renminbi (“RMB”) after the acquisition of Guizhou Tongren. Fluctuation of the Renminbi in relation to the United States dollar will have an impact upon the profitability of the Company and may also have an effect on the value of the Company’s assets. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk. At July 31, 2018, 1 United States dollar was equal to 6.8195 Renminbi.

Basic and diluted net income/(loss) per share

The Company computes net income/(loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended July 31, 2018 and 2017, the diluted loss per share calculation for continuing and discontinued operations did not include warrants to purchase up to 2,000,000 shares of the Company’s common stock, because their effect was anti-dilutive, as the Company incurred a loss for the periods. As at July 31, 2018 there were outstanding warrants totaling 2,000,000 common shares (Notes 12).

Income taxes

The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in the U.S., Canada, and China jurisdictions. Significant judgments and estimates by management are required in determining the consolidated income tax expense assessment.

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and 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 recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Except as noted below, management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

A tax benefit from an uncertain tax position may only be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

The Company adjusts its tax liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from its current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

On December 22, 2017, the 2017 Tax Act (the “Act”) was passed in the United States. Due to the significant complexity of the Act, the Securities Exchange Commission has issued Staff Accounting Bulletin 118 (“SAB 118”) to provide companies additional time to analyze and report the effects of tax reform. Under SAB 118, companies are required to record those items where analysis is complete, include reasonable estimates and label them as provisional where analysis is incomplete, and if reasonable estimates cannot be made, record items under the previous tax law. Companies are required to have their analysis completed within one year. We have not completed our analysis for the tax effects related to the Act; however, we have made a reasonable estimate and have recorded income tax expenses associated with our gain on discontinued operations and dispositions and the income tax benefit from our continuing operating loss accordingly. Future adjustments will be recorded through current tax expense in the fiscal year of 2019 in which the analysis is completed.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2018, the Company has items that represent a comprehensive income/(loss) and, therefore, has included a schedule of comprehensive loss in the financial statements.

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, stockholder, or a related corporation.

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated ASC 280 and believes it has only one operating segment at this time.

Discontinued operation

A discontinued operation may include a component of an entity or a group of components, a business. Disposal of a component or group of components should be reported in discontinued operations if the disposal represents a strategic shift that has, or will have a major effect on the entity’s operations and financial results. Examples of a strategic shift that has (or will have) a major effect on an entity’s operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. The results of operations of a discontinued operation that has either been disposed of or classified as held for sale should be presented on the face of the statement in which net income is reported. Any gain or loss on the disposal or on classification as held for sale may be disclosed on the face of the statement and in a note to the financial statements.

Recently Enacted Accounting Standards

The company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements.

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Other Current Assets

3 Months Ended

Jul. 31, 2018

Other Current Assets

Other current assets

4. Other current assets

Other current assets are non-interest bearing, unsecured, and have settlement dates within one year.

	July 31,		April 30,
	2018		2018
		(Unaudited)
Loans to other companies	$	93,849	$	-
Rental deposits		14,708		15,842
Interest receivable		1,099		-
Others		6,467		2,128
Total	$	116,123	$	17,970

During the three months ended July 31, 2018, Guizhou Tongren made in aggregate RMB1.67 million (approximately $256,237) loans to three third-party companies to earn interest.  The loans have a term of 3-month and bear interest of 12% per annum. RMB1.03 million (approximately $158,038) was repaid before July 31, 2018. The loans generated $1,887 interest income during the three months ended July 31, 2018, and Guizhou Tongren received $738 during the period.

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Non-Current Advanced Payments

3 Months Ended

Jul. 31, 2018

Non-Current Advanced Payments [Abstract]

Non-current advanced payments

5. Non-current advanced payments

Advanced payments as of July 31, 2018 of $28,638 and April 30, 2018 of $30,847 represented the amount Guizhou Tongren paid in advance for finishing and furnishing its office space over the amounts due according to the agreements with the vendors.

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Deferred Cost

3 Months Ended

Jul. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Deferred cost

6. Deferred cost

Deferred cost totaling $340,809 as of July 31, 2018 and $350,146 as of April 30, 2018 represented the deferred cost for leased office space in Tongren City, Guizhou Province, China, acquired by the Company.

On December 13, 2017, the Company acquired 100% of the equity interest in Guizhou Tongren for consideration of 17,181,769 common shares of the Company, the fair value of which is $343,635 based on the Company’s stock price of $0.02 at December 13, 2017. Guizhou Tongren was recently set up and did not have any operations or assets, except for a rental-preferential lease of an office building in Tongren City, Guizhou Province, China. The major purpose of the acquisition was to acquire the lease right. Therefore, the Company accounted for the transaction as an asset acquisition. The $343,635 fair value of the Company’s common shares on the acquisition date and the net liabilities of $20,517 of Guizhou Tongren assumed by the Company were accounted for as the cost to acquire the lease, and will be amortized over the remaining lease term of 117 months. Amortization of the deferred cost for the three months ended July 31, 2018 was $9,337.

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Construction in Process

3 Months Ended

Jul. 31, 2018

Construction in Process [Abstract]

Construction in process

7. Construction in process

Construction in process of $2,224,433 as of July 31, 2018 and $1,538,316 as of April 30, 2018 represented the cost incurred in the design, material purchasing and internal construction of the building and facilities Guizhou Tongren leased for its future operation. The construction has not been completed and no depreciation was recorded as of July 31, 2018.

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Other Current Liabilities

3 Months Ended

Jul. 31, 2018

Payables and Accruals [Abstract]

Other current liabilities

8. Other current liabilities

Other current liabilities are non-interest bearing, unsecured, and have settlement dates within one year.

	July 31,		April 30,
	2018		2018
	(Unaudited)
Payable for construction in process	$	1,656,200	$	1,081,532
Loan from a third party		-		32,916
Professional and listing fee		122,232		68,382
Others		2,369		568
Total	$	1,780,801	$	1,183,398

Loan from a third party of $32,916 as of April 30, 2018 represented the loan from a former 80% equity owner of Guizhou Tongren and then 8% shareholder of the Company after the Share Exchange made to acquire Guizhou Tongren. The shareholder transferred the Company’s shares to others and was not related to the Company as of April 30, 2018. The amount was repaid by Guizhou Tongren during the three months ended July 31, 2018.

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Long-Term Loan

3 Months Ended

Jul. 31, 2018

Debt Disclosure [Abstract]

Long-term loan

9. Long-term loan

On March 26, 2018, the Company entered into a Credit Loan Agreement with Shenzhen Dongyang, as lender, the Company as guarantor and Guizhou Tongren as borrower, pursuant to which the Company agreed to guaranty payment of the indebtedness under a loan facility providing Guizhou Tongren with advances for up to $25 million. Advances under the loan facility bear interest at the rate of 10% per annum. The loan facility has a term of five years. As of July 31, 2018 and April 30, 2018, Guizhou Tongren has requested and received a total amount of $454,578 and $489,631, respectively, and no repayment is required until the end of the loan term. Interest expenses on the loan was $11,989 during the three months ended July 31, 2018 and $23,213 is payable by the end of September 2018.

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Long-Term Liabilities

3 Months Ended

Jul. 31, 2018

Long-term Liabilities

Long-term liabilities

10. Long-term liabilities

	July 31,		April 30,
	2018		2018
	(Unaudited)
Accrued rental expenses	$	69,760	$	53,671
Deferred income - grant incentives		293,277		-
Total	$	363,037	$	53,671

Long-term liabilities of $69,760 as of July 31, 2018 and $53,671 as of April 30, 2018 represented rent expense Guizhou Tongren accrued accumulatively for the office building it leased. The lease term is 10 years from September 18, 2017 with annual rental of approximately $171,750 (RMB1,087,380). Rentals for the first 5 years are waived by the lessor, and Guizhou Tongren is expected to pay the rental from September 18, 2022.

In conjunction with the construction of Guizhou Tongren facility (Note 7), Guizhou Tongren applied for various incentives and grants from Tongren Hi-tech Industrial Development Zone Management Committee (the “Management Committee”).  Such grants and incentives are required to be used for leasehold improvements of the facility in Tongren, China. During three months ended July 31, 2018, Guizhou Tongren received RMB2 million (approximately $293,277). Grant amounts received are included in the balance sheet as deferred income and are recognized as income over the useful life of the related assets upon placing such assets into service.

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Due to Related Parties and Related Party Transactions

3 Months Ended

Jul. 31, 2018

Related Party Transactions [Abstract]

Due to related parties and related party transactions

11. Due to related parties and related party transactions  

Amount due to related parties:

	July 31,		April 30,
	2018		2018
	(Unaudited)
Team Youn	$	20,503	$	20,503
Weitao Wang	$	222,664	$	171,485
Total	$	243,167	$	191,988

During the three months ended July 31, 2018, the Company received $51,179 in cash loans from Mr. Weitao Wang, President, Chief Executive Officer and Chief Financial Officer of the Company. Total related party payables as of July 31, 2018 was $243,167 non-interest-bearing, unsecured with no fixed terms of repayment.

During the three months ended July 31, 2017, the Company recorded interest expense of $8,737 with regard to related party loans then outstanding. These interest-bearing loans were fully repaid as of April 30, 2018.  

During the year ended April 30, 2018, a former 80% equity owner of Guizhou Tongren and then 8% shareholder of the Company after the Share Exchange, made a loan of $32,916 to Guizhou Tongren. The shareholder transferred the Company’s shares to others and was not related the Company as of April 30, 2018. The loan was repaid during the three months ended July 31, 2018.

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Capital Stock

3 Months Ended

Jul. 31, 2018

Equity [Abstract]

Capital stock

12. Capital stock

Authorized

The total authorized capital as of July 31, 2018 is 1,000,000,000 common shares with a par value of $0.001 per common share, and 10,000,000 preferred shares with a par value of $0.001 per preferred share.

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Warrants

3 Months Ended

Jul. 31, 2018

Warrants and Rights Note Disclosure [Abstract]

Warrants

 13. Warrants

During the year ended April 30, 2017, the Company granted 2,000,000 warrants for services. The fair value of the stock warrants granted was estimated at $119,649 on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $0.001 per share, average risk-free interest rate of 0.573%, expected dividend yield of zero, expected lives of three years and an average expected volatility of 247.04%. During the three months ended July 31, 2018 and 2017, $0 expense was recognized by the Company since all services were performed before April 30, 2017.

A summary of the status of the Company’s warrants as of July 31, 2018 is presented below:

	Number of
	warrants
	(Unaudited)
Warrants as at April 30, 2018		2,000,000
Warrants granted		-
Exercised, forfeited or expired		-
Outstanding at July 31, 2018		2,000,000
Exercisable at July 31, 2018		2,000,000

The following table summarizes information about the warrants as of July 31, 2018:

		Warrants outstanding						Warrants exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
				(Unaudited)				(Unaudited)		(Unaudited)
$	0.001		2,000,000		1.33	$	0.001		2,000,000	$	0.001

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Stock Options

3 Months Ended

Jul. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock options

14. Stock options

During the fiscal year ended April 30, 2013, the Company granted 200,000 stock options for services. The fair value of the stock options granted was estimated on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $0.55 per share, average risk- free interest rate of 0.79%, expected dividend yield of zero, expected lives of five years and an average expected volatility of 2.99%. During the three months ended July 31, 2018 and 2017, the Company recognized expense of $0 related to options that vested, respectively.

As of April 30, 2018, the 200,000 stock options had expired prior to exercise. During the three months ended July 31, 2018, the Company issued no new stock options.

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Taxation

3 Months Ended

Jul. 31, 2018

Income Tax Disclosure [Abstract]

Taxation

15. Taxation 

a) Enterprise Income Taxes

The Company was incorporated in Nevada, United States of America and it is a holding company and does not conduct any substantial operation on its own. The Company does not provide for U.S. taxes or foreign withholding taxes on undistributed earnings from its non-U.S. subsidiaries because such earnings are intended to be reinvested indefinitely. If undistributed earnings were distributed, foreign tax credits could become available under current law to reduce the resulting U.S. income tax liability.

The U.S. tax Act known as the Tax Cuts and Jobs Act (the “2017 Act”) signed on December 22, 2017 may have changed the consequences to U.S. shareholders that own, or are considered to own, as a result of the attribution rules, 10% or more of the voting power or value of the stock of a non-U.S. corporation (a “10% U.S. shareholder”) under the U.S. Federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”). The Company believes there will be no such impact for 2017 Act for the year ended April 30, 2018 as the Company’s foreign subsidiaries do not have positive cumulative earnings and profits as of April 30, 2018. 

Trillion Enterprise is incorporated in the BVI. Under the current law of the BVI, Trillion Enterprise is not subject to tax on income or capital gains. Additionally, if dividends are paid by Trillion Enterprise to its shareholders, no BVI withholding tax will be imposed.

HK Trillion is incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits tax has been made in the consolidated financial statements as HK Trillion both have no assessable profits for the three months ended July 31, 2018.

Guizhou Tongren, incorporated in the PRC, is governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”).

Effective from January 1, 2008, the EIT rate of PRC is 25%, and applies to both domestic and foreign invested enterprises. The effective tax rate of the Company approximates the applicable statutory rate of 25% for the three months ended July 31, 2018.

The components of the income tax expenses for continuing operations for the three months ended July 31, 2018 and 2017 are as follows:

	Three months ended July 31,
	2018		2017
	(Unaudited)		(Unaudited)
Current income tax expenses- continuing operation	$	-	$	-
Deferred income tax provision- continuing operation		-		-
Total income tax expense-continuing operation	$	-	$	-

Reconciliation of the income tax expenses for continuing operations at the U.S. statutory EIT rate for the three months ended July 31, 2018 and 2017 and the Company’s effective income tax rate is as follows:

	Three months ended July 31,
	2018			2017
	(Unaudited)			(Unaudited)
U.S. statutory tax rate		21.00	%		34.00	%
Foreign tax rate difference		1.19	%		0.00	%
Non-deductible expenses		(1.08	)%		0.00
Change of valuation allowance		(21.11	)%		(34.00	)%
Effective tax rate		0.00	%		0.00	%

b) Deferred Tax 

The Company follows ASC 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. The Company’s U.S. deferred tax assets have been remeasured using the new statutory rate of 21%. Deferred tax assets were $108,573 and $70,411 as of July 31, 2018 and April 30, 2018, respectively, which were from the Company and its subsidiaries’ net operating losses. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carry forwards become deductible or are utilized. As of July 31, 2018 and April 30, 2018, based upon the level of historical taxable losses, valuation allowances of $108,573 and $70,411, respectively, were recorded to fully offset deferred tax assets. The valuation allowance increased $38,162 and $7,966 during the three months ended July 31, 2018 and 2017, respectively.

As of July 31, 2018, the Company had net operating loss carry forwards for federal income tax purposes of approximately $364,549 which will expire in 2038. The Company’s federal net operating losses is subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under section 382 of the Internal Revenue Code, or the IRC, of 1986, as amended. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or future tax liabilities. The Company has undergone an ownership change defined under IRC Section 382(a) in August 23, 2017. However, since the Company has discontinued its former business coinstantaneous with the change in the ownership, it has forgone accounting for all its carried forward federal losses incurred prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.

As of July 31, 2018, the Company had net operating loss carry forwards of $128,070 from China subsidiary Guizhou Tongren which begin to expire in year 2022. 

The Company maintains a full valuation allowance on its net deferred tax assets. Based upon a review of the sources of income, the Company determined that the negative evidence outweighed the positive evidence and that a full valuation allowance on its net deferred tax assets will be maintained.

There were no uncertain tax positions as of July 31, 2018 and April 30, 2018, and the Company does not believe that this will change over the next twelve months. The Company is subject to U.S. federal income taxes with 3 years statute of limitation. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. According to Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed or has been assessed at less than the proper amount, the statute of limitation is extend to 10 years if the underpayment of taxes is due to fraud or willful evasion. For three months ended July 31, 2018, the Company did not have any material interest or penalties associated with tax positions. Tax years from 2017 forward remain open to examination due to carryover of net operating losses for both the Company and Guizhou Tongren. The Company is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expenses and penalties as operating expenses.

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Discontinued Operations

3 Months Ended

Jul. 31, 2018

Discontinued Operations [Abstract]

Discontinued operations

16. Discontinued operations

On August 23, 2017, the Company disposed of its intellectual property and its subsidiary, Eternity BC. The following table presents summarized financial information related to the discontinued operations:

	Three months ended July 31,
	2018		2017
	(Unaudited)		(Unaudited)
Sales
Product sales	$	-	$	-
Cost of goods sold		-		-
Gross margin		-		-
Operating Expenses
Salaries				28,747
Impairment of inventory				55,210
Total operating expenses				83,957
Provision for income taxes on discontinued operations		-		-
Net loss from discontinued operations	$	-	$	(83,957	)

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Commitments

3 Months Ended

Jul. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments

17. Commitments

Operating lease commitments 

Guizhou Tongren entered an operating lease agreement in September 2017 principally for its office space in Mainland China expiring in September 2027. Rental is waived for the first 5 years from September 2017 to September 2022. The Company accounted for the rental expense as total lease payments under the lease agreement on a straight-line basis over the lease term. Rental expense under operating leases for the three months ended July 31, 2018 was $30,193. 

The future payments for operating leases as of July 31, 2018 are as follows:

	Amount
	(Unaudited)
For the fiscal year ending April 30,
2019	$	-
2020		-
2021		-
2022		-
2023		99,657
2024 and thereafter		697,601
Total minimum payment required	$	797,258

Capital expenditure commitments

Since acquired by the Company, Guizhou Tongren has entered a series of agreements for the finishing of the office building and purchase of equipment for its planned business operations. As of July 31, 2018, the Company had the following payment commitments pursuant to capital expenditure agreements:

	Amount
	(Unaudited)
For the fiscal year ending April 30,
2019		1,185,926
2020		102,402
2021		10,983
2022		-
2023		-
2024 and thereafter		29,117,677
Total minimum payment required		30,416,988

On May 10, 2018, Guizhou Tongren entered into a Procurement Consignation Agreement with Shenzhen Dongyang and consigned Dongyang Medical to procure medical equipment in total amount of approximately $31.36 million (RMB 198.57 million) that Guizhou Tongren will need to carry out its planned cell storage, transformation and application service business. Pursuant to the agreement, Guizhou Tongren shall pay the purchase price to Dongyang Medical within 5 years after the equipment is accepted by Guizhou Tongren. Any unpaid balances will bear 10% interest annually from the date of acceptance, and the interest is payable every 6 months. 

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Subsequent Event

3 Months Ended

Jul. 31, 2018

Subsequent Events [Abstract]

Subsequent Event

18. Subsequent Event

The Company has performed an evaluation of subsequent events through the date the financial statements were issued, and has determined that there are no events that are material to the financial statements except for those have been discussed below.

In August 2018, the Company’s Board of Directors adopted and obtained approval by holders of a majority of the Company’s outstanding shares of common stock of its 2018 Equity Incentive Plan (the “Plan”) authorizing the issuance of up to 10,000,000 shares of common stock pursuant to stock awards and options granted in accordance with the terms of the Plan. 

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Significant Accounting Policies (Policies)

3 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2018, filed with the SEC on August 6, 2018.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s consolidated financial position as of July 31, 2018, its consolidated results of operations for the three months ended July 31, 2018 and cash flows for the three months ended July 31, 2018, as applicable, have been made. Operating results for the three months period ended July 31, 2018 are not necessarily indicative of the operating results that may be expected for the year ending April 30, 2019 or any future periods.

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Eternity BC until the date of sale August 23, 2017. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Trillion Enterprises and HK Trillion since October 16, 2017 and include Guizhou Tongren since December 13, 2017. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Operating leases

Operating leases

Leases where substantially all the risks and rewards of ownership of the assets remain with the lessor are accounted for as operating leases. Rental payments and the acquisition cost for the operating leases are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease periods.

Construction in process

Construction in process

Construction in process is reported at cost and not subject to depreciation until placed in service.

Share-based compensation

Share-based compensation

The Company grants share options and restricted shares to some non-employee consultants. Awards granted to non-employees are measured at fair value at the earlier of the commitment date or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.

Black-Scholes pricing models are adopted to measure the value of awards at each grant date or measurement date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected non-employee share option exercise behavior, risk-free interest rates and expected dividends.

Foreign currency translation

Foreign currency translation

The Company’s functional and presentational currency is the U.S. dollar. All transactions initiated in other currencies are translated into the reporting currency in accordance with ASC 830, “Foreign Currency Matters” as follows:

i) Assets and liabilities at the rate of exchange in effect at the balance sheet date;

ii) Revenue and expense items at average exchange rate during the period; and

iii) Equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the period which is the result of income statement translation process

Gains and losses on translation are included in other comprehensive income (loss) in shareholders’ equity (deficiency) for the period.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	July 31, 2018		April 30, 2018
	(Unaudited)
Balance sheet items, except for equity accounts		0.1466		0.1579

	Three months ended July 31, 2018
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.1534

The exchange rates used to translate amounts in CAD into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	Three months ended July 31, 2017
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.7770

Fair value

Fair value

The carrying value of the Company’s financial instruments approximate their fair values because of the short-term maturity of these financial instruments.

Interest rate risk

Interest rate risk

The company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit risk

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, advanced payments and prepaid expenses. Management believes that the credit risk with respect to financial instruments included in cash, and advanced payments and prepaid expenses is remote.

Currency risk

Currency risk

The Company’s operating expenses are primarily incurred in Renminbi (“RMB”) after the acquisition of Guizhou Tongren. Fluctuation of the Renminbi in relation to the United States dollar will have an impact upon the profitability of the Company and may also have an effect on the value of the Company’s assets. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk. At July 31, 2018, 1 United States dollar was equal to 6.8195 Renminbi.

Basic and diluted net income/(loss) per share

Basic and diluted net income/(loss) per share

The Company computes net income/(loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended July 31, 2018 and 2017, the diluted loss per share calculation for continuing and discontinued operations did not include warrants to purchase up to 2,000,000 shares of the Company’s common stock, because their effect was anti-dilutive, as the Company incurred a loss for the periods. As at July 31, 2018 there were outstanding warrants totaling 2,000,000 common shares (Notes 12).

Income taxes

Income taxes

The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in the U.S., Canada, and China jurisdictions. Significant judgments and estimates by management are required in determining the consolidated income tax expense assessment.

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and 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 recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Except as noted below, management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

A tax benefit from an uncertain tax position may only be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

The Company adjusts its tax liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from its current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

On December 22, 2017, the 2017 Tax Act (the “Act”) was passed in the United States. Due to the significant complexity of the Act, the Securities Exchange Commission has issued Staff Accounting Bulletin 118 (“SAB 118”) to provide companies additional time to analyze and report the effects of tax reform. Under SAB 118, companies are required to record those items where analysis is complete, include reasonable estimates and label them as provisional where analysis is incomplete, and if reasonable estimates cannot be made, record items under the previous tax law. Companies are required to have their analysis completed within one year. We have not completed our analysis for the tax effects related to the Act; however, we have made a reasonable estimate and have recorded income tax expenses associated with our gain on discontinued operations and dispositions and the income tax benefit from our continuing operating loss accordingly. Future adjustments will be recorded through current tax expense in the fiscal year of 2019 in which the analysis is completed.

Comprehensive loss

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2018, the Company has items that represent a comprehensive income/(loss) and, therefore, has included a schedule of comprehensive loss in the financial statements.

Related parties

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, stockholder, or a related corporation.

Segments of an enterprise and related information

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated ASC 280 and believes it has only one operating segment at this time.

Discontinued operation

Discontinued operation

A discontinued operation may include a component of an entity or a group of components, a business. Disposal of a component or group of components should be reported in discontinued operations if the disposal represents a strategic shift that has, or will have a major effect on the entity’s operations and financial results. Examples of a strategic shift that has (or will have) a major effect on an entity’s operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. The results of operations of a discontinued operation that has either been disposed of or classified as held for sale should be presented on the face of the statement in which net income is reported. Any gain or loss on the disposal or on classification as held for sale may be disclosed on the face of the statement and in a note to the financial statements.

Recently Enacted Accounting Standards

Recently Enacted Accounting Standards

The company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements.

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Significant Accounting Policies (Tables)

3 Months Ended

Jul. 31, 2018

RMB [Member]

Schedule of exchange rates used to translate

	July 31, 2018			April 30, 2018
		(Unaudited)
Balance sheet items, except for equity accounts			0.1466		0.1579

	Three months ended July 31, 2018
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.1534

CAD [Member]

Schedule of exchange rates used to translate

	Three months ended July 31, 2017
	(Unaudited)
Items in the statements of operations and comprehensive loss		0.7770

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Other Current Assets (Tables)

3 Months Ended

Jul. 31, 2018

Other Current Assets Tables Abstract

Schedule of other current assets

	July 31,		April 30,
	2018		2018
		(Unaudited)
Loans to other companies	$	93,849	$	-
Rental deposits		14,708		15,842
Interest receivable		1,099		-
Others		6,467		2,128
Total	$	116,123	$	17,970

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Other Current Liabilities (Tables)

3 Months Ended

Jul. 31, 2018

Payables and Accruals [Abstract]

Schedule of other current liabilities

	July 31,			April 30,
		2018			2018
		(Unaudited)
Payable for construction in process		$	1,656,200		$	1,081,532
Loan from a third party			-			32,916
Professional and listing fee			122,232			68,382
Others			2,369			568
Total		$	1,780,801		$	1,183,398

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Long-Term Liabilities (Tables)

3 Months Ended

Jul. 31, 2018

Long-term Liabilities

Schedule of long-term liabilities

	July 31,		April 30,
	2018		2018
	(Unaudited)
Accrued rental expenses	$	69,760	$	53,671
Deferred income - grant incentives		293,277		-
Total	$	363,037	$	53,671

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Due to Related Parties and Related Party Transactions (Tables)

3 Months Ended

Jul. 31, 2018

Related Party Transactions [Abstract]

Schedule of amount due to related parties

	July 31,		April 30,
	2018		2018
	(Unaudited)
Team Youn	$	20,503	$	20,503
Weitao Wang	$	222,664	$	171,485
Total	$	243,167	$	191,988

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Warrants (Tables)

3 Months Ended

Jul. 31, 2018

Warrants and Rights Note Disclosure [Abstract]

Schedule of status of warrants

	Number of
	warrants
	(Unaudited)
Warrants as at April 30, 2018		2,000,000
Warrants granted		-
Exercised, forfeited or expired		-
Outstanding at July 31, 2018		2,000,000
Exercisable at July 31, 2018		2,000,000

Schedule of information about warrants

		Warrants outstanding						Warrants exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
				(Unaudited)				(Unaudited)		(Unaudited)
$	0.001		2,000,000		1.33	$	0.001		2,000,000	$	0.001

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Taxation (Tables)

3 Months Ended

Jul. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of components of income tax expenses for continuing operations

	Three months ended July 31,
	2018		2017
	(Unaudited)		(Unaudited)
Current income tax expenses- continuing operation	$	-	$	-
Deferred income tax provision- continuing operation		-		-
Total income tax expense-continuing operation	$	-	$	-

Schedule of effective income tax rate

	Three months ended July 31,
	2018			2017
	(Unaudited)			(Unaudited)
U.S. statutory tax rate		21.00	%		34.00	%
Foreign tax rate difference		1.19	%		0.00	%
Non-deductible expenses		(1.08	)%		0.00
Change of valuation allowance		(21.11	)%		(34.00	)%
Effective tax rate		0.00	%		0.00	%

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Discontinued Operations (Tables)

3 Months Ended

Jul. 31, 2018

Discontinued Operations [Abstract]

Schedule of financial information related to the discontinued operations

	Three months ended July 31,
	2018		2017
	(Unaudited)		(Unaudited)
Sales
Product sales	$	-	$	-
Cost of goods sold		-		-
Gross margin		-		-
Operating Expenses
Salaries				28,747
Impairment of inventory				55,210
Total operating expenses				83,957
Provision for income taxes on discontinued operations		-		-
Net loss from discontinued operations	$	-	$	(83,957

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Commitments (Tables)

3 Months Ended

Jul. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of future payments for operating leases

	Amount
	(Unaudited)
For the fiscal year ending April 30,
2019	$	-
2020		-
2021		-
2022		-
2023		99,657
2024 and thereafter		697,601
Total minimum payment required	$	797,258

Schedule of payment commitments pursuant to capital expenditure agreements

	Amount
	(Unaudited)
For the fiscal year ending April 30,
2019		1,185,926
2020		102,402
2021		10,983
2022		-
2023		-
2024 and thereafter		29,117,677
Total minimum payment required		30,416,988

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Nature and Continuance of Operations (Details) - USD ($)	1 Months Ended
	Jan. 16, 2018	Sep. 15, 2017	Aug. 31, 2017	Jul. 31, 2018	Apr. 30, 2018	Feb. 28, 2018
Nature and Continuance of Operations (Textual)
Gross proceeds of intellectual property			$ 31,836
Gross proceeds for shares of subsidiary			47,754
Debt conversion price	$ 0.01
Common stock, shares authorized				1,000,000,000	1,000,000,000
Common stock, par value				$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized				10,000,000	10,000,000	10,000,000
Preferred stock, par value				$ 0.001	$ 0.001	$ 0.001
Minimum [Member]
Nature and Continuance of Operations (Textual)
Common stock, shares authorized						300,000,000
Maximum [Member]
Nature and Continuance of Operations (Textual)
Common stock, shares authorized						1,000,000,000
Guizhou Tongren [Member]
Nature and Continuance of Operations (Textual)
Shares of common stock		17,181,769
CAD [Member]
Nature and Continuance of Operations (Textual)
Gross proceeds of intellectual property			40,000
Gross proceeds for shares of subsidiary			$ 60,000
Team Youn [Member]
Nature and Continuance of Operations (Textual)
Shares acquired of issued and outstanding stock, percentage			76.04%
Shares of common stock	82,946,800		53,933,373
Conversion value	$ 829,468
Debt conversion price	$ 0.7796
Team Youn [Member] | CAD [Member]
Nature and Continuance of Operations (Textual)
Conversion value	$ 1,063,966
Debt conversion price	$ 1

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Going Concern (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018	Jul. 31, 2017	Apr. 30, 2017
Going Concern (Textual)
Accumulated losses	$ (3,342,604)	$ (3,161,808)
Cash	9,612	$ 21,908
Negative working capital	$ 1,884,097

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Significant Accounting Policies (Details) - $ / shares	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017	Apr. 30, 2018
RMB into U.S. Dollars [Member]
Significant Accounting Policies [Line Items]
Balance sheet items, except for equity accounts	$ 0.1466		$ 0.1579
Items in the statements of operations and comprehensive loss	$ 0.1534
CAD into U.S. Dollars [Member]
Significant Accounting Policies [Line Items]
Items in the statements of operations and comprehensive loss		$ 0.7770

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Significant Accounting Policies (Details Textual)	3 Months Ended
	Jul. 31, 2018 shares
Significant Accounting Policies (Textual)
Foreign currency translation, description	1 United States dollar was equal to 6.8195 Renminbi.
Diluted earning per share, description	For the three months ended July 31, 2018 and 2017, the diluted loss per share calculation for continuing and discontinued operations did not include warrants to purchase up to 2,000,000 shares of the Company’s common stock, because their effect was anti-dilutive, as the Company incurred a loss for the periods. As at July 31, 2018 there were outstanding warrants totaling 2,000,000 common shares (Notes 12).
Warrants [Member]
Significant Accounting Policies (Textual)
Outstanding warrants	2,000,000

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Other Current Assets (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Other Current Assets
Loans to other companies	$ 93,849
Rental deposits	14,708	15,842
Interest receivable	1,099
Others	6,467	2,128
Total	$ 116,123	$ 17,970

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Other Current Assets (Details Textual) - Guizhou Tongren [Member]	3 Months Ended
	Jul. 31, 2018 USD ($)
Other Current Assets (Textual)
Aggregate of loans	$ 256,237
Loans term	3 months
Bearing interest	12.00%
Repaid of loans	$ 158,038
Interest income	1,887
Received from related party	738
RMB [Member]
Other Current Assets (Textual)
Aggregate of loans	1,670,000
Repaid of loans	$ 1,030,000

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Non-Current Advanced Payments (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Non-Current Advanced Payments (Textual)
Advanced payments	$ 28,638	$ 30,847

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Deferred Cost (Details) - USD ($)		3 Months Ended
	Dec. 13, 2017	Jul. 31, 2018	Jul. 31, 2017	Apr. 30, 2018
Deferred Cost (Textual)
Deferred cost		$ 37,349		$ 37,349
Amortization cost		9,337
Office [Member]
Deferred Cost (Textual)
Deferred cost		$ 340,809		$ 350,146
Guizhou Tongren [Member]
Deferred Cost (Textual)
Equity interest	100.00%
Consideration of common shares	17,181,769
Consideration of fair value	$ 343,635
Net liabilities	$ 20,517
Remaining lease term	117 months
Stock price	$ 0.02

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Construction in Process (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Construction in Process [Abstract]
Construction in process	$ 2,224,433	$ 1,538,316

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Other Current Liabilities (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Payables and Accruals [Abstract]
Payable for construction in process	$ 1,656,200	$ 1,081,532
Loan from a third party		32,916
Professional and listing fee	122,232	68,382
Others	2,369	568
Total	$ 1,780,801	$ 1,183,398

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Other Current Liabilities (Details Textual) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Other Current Liabilities (Textual)
Loan from a third party		$ 32,916
Guizhou Tongren [Member]
Other Current Liabilities (Textual)
Loan from a third party, percentage		80.00%
Shareholder [Member]
Other Current Liabilities (Textual)
Loan from a third party, percentage		8.00%

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Long-Term Loan (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 26, 2018	Jul. 31, 2018	Apr. 30, 2018
Long-Term Loan (Textual)
Interest payable		$ 23,213	$ 12,662
Guizhou Tongren [Member]
Long-Term Loan (Textual)
Borrower advances amount	$ 25,000,000
Loan facility bear interest rate	10.00%
Loan facility term	5 Years
Interest expenses		11,989
Long term loan received amount		454,578	$ 489,631
Guizhou Tongren [Member] | September 2018 [Member]
Long-Term Loan (Textual)
Interest payable		$ 23,213

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Long-term liabilities (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Long-term Liabilities
Accrued rental expenses	$ 69,760	$ 53,671
Deferred income - grant incentives	293,277
Total	$ 363,037	$ 53,671

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Long-Term Liabilities (Details Textual) - USD ($)

3 Months Ended

Jul. 31, 2018

Apr. 30, 2018

Sep. 18, 2017

Long-Term Liabilities (Textual)

Long-term liabilities, rentals expenses

$ 69,760

$ 53,671

Deferred income - grant incentives

$ 293,277

Description of rentals waived by leaser

Rentals for the first 5 years are waived by the lessor, and Guizhou Tongren is expected to pay the rental from September 18, 2022.

Guizhou Tongren [Member]

Long-Term Liabilities (Textual)

Lease term

10 years

Rental annual amount

$ 171,750

Rentals leaser term

5 years

RMB [Member]

Long-Term Liabilities (Textual)

Deferred income - grant incentives

$ 2,000,000

RMB [Member] | Guizhou Tongren [Member]

Long-Term Liabilities (Textual)

Rental annual amount

$ 1,087,380

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Due to Related Parties and Related Party Transactions (Details) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Total	$ 243,167	$ 191,988
Team Youn [Member]
Total	20,503	20,503
Weitao Wang [Member]
Total	$ 222,664	$ 171,485

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Due to Related Parties and Related Party Transactions (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017	Apr. 30, 2018
Cash loans from related parties	$ 51,179
Non-interest bearing balance	243,167
Interest expense of related party	8,737
Loan from a third party			$ 32,916
Guizhou Tongren [Member]
Loan from a third party, percentage			80.00%
Shareholder [Member]
Loan from a third party, percentage			8.00%

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Capital Stock (Details) - $ / shares	Jul. 31, 2018	Apr. 30, 2018	Feb. 28, 2018
Capital Stock (Textual)
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001	$ 0.001

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Warrants (Details) - Warrants [Member]	3 Months Ended
	Jul. 31, 2018 shares
Class of Warrant or Right [Line Items]
Number of warrants, Warrants as at April 30, 2018	2,000,000
Number of warrants, Warrants granted
Number of warrants, Exercised, forfeited or expired
Number of warrants, Outstanding at July 31, 2018	2,000,000
Number of warrants, Exercisable at July 31, 2018	2,000,000

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Warrants (Details 1) - Warrants [Member]	3 Months Ended
	Jul. 31, 2018 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding, Exercise price	$ 0.001
Warrants outstanding, Number outstanding | shares	2,000,000
Warrants outstanding, Weighted average remaining contractual life (in years)	1 year 3 months 29 days
Warrants outstanding, Weighted average exercise price	$ 0.001
Warrants exercisable, Number exercisable | shares	2,000,000
Warrants exercisable, Weighted average exercise price	$ 0.001

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Warrants (Details Textual) - USD ($)	12 Months Ended
	Apr. 30, 2017	Jul. 31, 2018	Jul. 31, 2017
Warrants (Textual)
Prepaid expense		$ 0	$ 0
Warrants [Member]
Warrants (Textual)
Warrants granted for services	2,000,000
Fair value of stock warrants granted	$ 119,649
Warrants, exercise price	$ 0.001
Warrants, average risk-free interest rate	0.573%
warrants, expected dividend yield	0.00%
Warrants, expected lives in years	3 years
Warrants, average expected volatility	247.04%

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Stock Options (Details) - $ / shares	3 Months Ended		12 Months Ended
	Jul. 31, 2018	Jul. 31, 2017	Apr. 30, 2018	Apr. 30, 2013
Stock Options (Textual)
Stock options exercise	0	0
Stock Options [Member]
Stock Options (Textual)
Stock options granted for services				200,000
Options, exercise price				$ 0.55
Options, average risk-free interest rate				0.79%
Options, expected dividend yield				0.00%
Options, expected lives in years				5 years
Options, average expected volatility				2.99%
Stock options exercise			200,000

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Taxation (Details) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Income Tax Disclosure [Abstract]
Current income tax expenses- continuing operation
Deferred income tax provision- continuing operation
Total income tax expense-continuing operation

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Taxation (Details 1)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Income Tax Disclosure [Abstract]
U.S. statutory tax rate	21.00%	34.00%
Foreign tax rate difference	1.19%	0.00%
Non-deductible expenses	(1.08%)	0.00%
Change of valuation allowance	(21.11%)	(34.00%)
Effective tax rate	0.00%	0.00%

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Taxation (Details Textual) - USD ($)

3 Months Ended

Jul. 31, 2018

Jul. 31, 2017

Taxation (Textual)

Deferred tax assets

$ 108,573

$ 70,411

Deferred tax assets valuation allowances

108,573

70,411

Deferred tax assets valuation allowance decreased and increased

38,162

$ 7,966

Net operating loss carry forwards for federal income tax

$ 364,549

Effective tax rate for domestic and foreign, description

Effective from January 1, 2008, the EIT rate of PRC is 25%, and applies to both domestic and foreign invested enterprises.

Statutory rate percentage

25.00%

Operating loss carry forwards, expiration term

Dec. 31, 2038

Federal net operating losses limitations, description

The Company is subject to U.S. federal income taxes with 3 years statute of limitation. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. According to Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed or has been assessed at less than the proper amount, the statute of limitation is extend to 10 years if the underpayment of taxes is due to fraud or willful evasion.

Deferred tax assets new statutory rate

21.00%

Guizhou Tongren [Member]

Taxation (Textual)

Net operating loss carry forwards

$ 128,070

Operating loss carry forwards, expiration term

Dec. 31, 2022

Team Youn [Member]

Taxation (Textual)

Federal net operating losses limitations, description

The Company’s federal net operating losses is subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%.

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Discontinued Operations (Details) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Sales
Product sales
Cost of goods sold
Gross margin
Operating Expenses
Salaries		28,747
Impairment of inventory		55,210
Total operating expenses		83,957
Provision for income taxes on discontinued operations
Net loss from discontinued operations		$ (83,957)

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Commitments (Details)	Jul. 31, 2018 USD ($)
For the year ending April 30,
2019
2020
2021
2022
2023	99,657
2024 and thereafter	697,601
Total minimum payment required	$ 797,258

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Commitments (Details 1)	Jul. 31, 2018 USD ($)
For the year ending April 30,
2019	$ 1,185,926
2020	102,402
2021	10,983
2022
2023
2024 and thereafter	29,117,677
Total minimum payment required	$ 30,416,988

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Commitments (Details Textual) - USD ($)

3 Months Ended

Jul. 31, 2018

May 10, 2018

Commitments (Textual)

Rental expense under operating leases

$ 30,193

Description of operating lease agreement

Guizhou Tongren entered an operating lease agreement in September 2017 principally for its office space in Mainland China expiring in September 2027. Rental is waived for the first 5 years from September 2017 to September 2022.

Capital expenditure commitments, description

Pursuant to the agreement, Guizhou Tongren shall pay the purchase price to Dongyang Medical within 5 years after the equipment is accepted by Guizhou Tongren. Any unpaid balances will bear 10% interest annually from the date of acceptance, and the interest is payable every 6 months. 

Dongyang Medical [Member]

Commitments (Textual)

Operating lease commitments, term

5 years

Medical equipment expenses

$ 31,360,000

Dongyang Medical [Member] | RMB [Member]

Commitments (Textual)

Medical equipment expenses

$ 198,570,000

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Subsequent Event (Details)	Aug. 31, 2018 shares
Subsequent Event [Member] | Board of Directors [Member]
Subsequent Event (Textual)
Issuance shares of common stock	10,000,000