10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

  FORM 10-Q

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

For the quarterly period ended October 31, 2018

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

For the transition period from ______ to _______

Commission File Number 000-54524

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

 (Name of small business issuer in its charter)

Nevada	30-0678378
(State of incorporation)	(I.R.S. Employer Identification No.)

385 South 300 East

Salt Lake City, UT 84111

 (Address of principal executive offices)

(385) 212-3305

(Registrant's telephone number)

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 (Sec.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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐  Yes   ☒   No

As of September 30, 2019, there were 166,070,751 shares of the registrant's $0.001 par value common stock issued and outstanding.

1

APPIPHANY TECHNOLOGIES HOLDINGS CORP.*

TABLE OF CONTENTS		Page
PART I.                 FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4.	CONTROLS AND PROCEDURES	15
PART II.               OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	17
ITEM 1A.	RISK FACTORS	17
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4.	MINE SAFETY DISCLOSURES	18
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	19

2

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act").  This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Appiphany Technologies Holdings Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass.  Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to "Company", "APHD", "we", "us" and "our" are references to Appiphany Technologies Holdings Corp. 

3

PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended October 31, 2018

Condensed Consolidated Balance Sheets (unaudited)	5
Condensed Consolidated Statements of Operations (unaudited)	6
Condensed Consolidated Statements of Stockholder’s Deficit (unaudited)	7
Condensed Consolidated Statements of Cash Flows (unaudited)	9
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)	10

4

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

	October 31, 2018 $	April 30, 2018 $
	(unaudited)
ASSETS
Current Assets
Cash	4,473	10,129
Accounts receivable, net of allowance for doubtful accounts of $0 and $7,245, respectively	-	5,051
Prepaid expense	-	8,619
Total Assets	4,473	23,799
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	448,480	424,462
Convertible debenture, net of unamortized discount of $nil and $150,098, respectively	301,971	163,305
Notes payable	32,116	32,116
Derivative liability	487,986	928,252
Total Liabilities	1,270,553	1,548,135
STOCKHOLDERS’ DEFICIT
Preferred stock - 10,000,000 authorized shares with a par value of $0.001 per share Convertible Preferred Series A: Issued and outstanding: 500,000 shares, respectively	500	500
Common stock – 5,000,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 107,425,498 and 62,866,385 shares, respectively	107,425	62,874
Additional paid-in capital	3,831,706	3,821,541
Accumulated deficit	(5,205,711)	(5,409,251)
Total Stockholders’ Deficit	(1,266,080)	(1,524,336)
Total Liabilities and Stockholders’ Deficit	4,473	23,799

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

5

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

	For the three months ended October 31, 2018 $	For the three months ended October 31, 2017 $	For the six months ended October 31, 2018 $	For the six months ended October 31, 2017 $
Revenues	-	16,800	-	27,900
Cost of services	-	9,690	-	14,697
Gross Margin	-	7,110	-	13,203
Operating Expenses
Bad debt	-	-	5,051	-
Consulting fees	1,828	49,692	8,619	107,183
General and administrative	5,037	27,134	13,421	66,281
Management fees	-	5,771	-	23,860
Professional fees	-	26,940	-	92,163
Total Operating Expenses	6,865	109,537	27,091	289,487
Net Operating Loss	(6,865)	(102,427)	(27,091)	(276,284)
Other Income (Expenses)
Gain (loss) on change in fair value of derivative liability	(4,301)	(190,734)	397,946	(56,982)
Interest expense	(111,191)	(87,056)	(176,292)	(131,483)
Gain on settlement of debt	-	-	8,977	-
Total Other Income (Expenses)	(115,492)	(277,790)	230,631	(188,465)
Net Income (loss)	(122,357)	(380,217)	203,540	(464,749)
Net income (loss) per share, basic	(0.00)	(0.05)	0.00	(0.08)
Net income (loss) per share, diluted	(0.00)	(0.05)	0.00	(0.08)
Weighted average shares outstanding, basic	107,425,498	7,660,299	96,291,606	6,137,685
Weighted average shares outstanding, diluted	107,425,498	7,660,299	939,004,106	6,137,685

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

6

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Consolidated Statements of Stockholder’s Deficit

(Expressed in US dollars)

For three months ended October 31, 2017 and 2018

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$
Balance – July 31, 2017	500,000	500	6,517,676	6,518	3,017,776	(3,998,781)	(987,397)
Shares issued upon conversion of notes payable	-	-	4,402,582	4,402	453,768	-	458,170
Net loss	-	-	-	-	-	(380,217)	(380,217)
Balance – October 31, 2017	500,000	500	10,920,258	10,920	3,471,544	(4,378,998)	(909,444)

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$
Balance – July 31, 2018	500,000	500	107,425,498	107,425	3,831,706	(5,083,354)	(1,143,723)
Net loss	-	-	-	-	-	(122,357)	(122,357)
Balance – October 31, 2018	500,000	500	107,425,498	107,425	3,831,706	(5,205,711)	(1,266,080)

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

7

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Consolidated Statements of Stockholder’s Deficit

(Expressed in US dollars)

For the six months ended October 31, 2017 and 2018

						Additional
	Preferred Stock		Common Stock		Subscriptions	Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Receivable	Capital	Deficit	Total
	#	$	#	$	$	$	$	$
Balance – April 30, 2017	500,000	500	2,738,069	2,738	(13,410)	2,375,136	(3,914,249)	(1,549,285)
Shares issued upon conversion of notes payable	-	-	8,182,189	8,182	-	1,096,408	-	1,104,590
Net loss	-	-	-	-	-	-	(464,749)	(464,749)
Balance – October 31, 2017	500,000	500	10,920,258	10,920	(13,410)	3,471,544	(4,378,998)	(909,444)

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$
Balance – April 30, 2018	500,000	500	62,886,359	62,886	3,821,549	(5,409,251)	(1,524,336)
Shares issued upon conversion of notes payable	-	-	44,559,139	44,559	10,157	-	54,716
Net income	-	-	-	-	-	203,540	203,540
Balance – October 31, 2018	500,000	500	107,425,498	107,425	3,831,706	(5,205,711)	(1,266,080)

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

8

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Statements of Cashflow

(Expressed in US dollars)

(unaudited)

	For the six months ended October 31, 2018 $	For the six months ended October 31, 2017 $
Operating Activities
Net Income (loss)	203,540	(464,749)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible debt payable	150,098	70,812
Bad debts	5,051	(2,649)
Conversion penalties related to conversion of convertible note	5,833
Loss (gain) on change in fair value of derivative liability	(397,946)	56,982
Gain on settlement of debt	(8,977)	-
Changes in operating assets and liabilities:
Accounts receivable	-	(10,531)
Prepaid expense	8,619	16,484
Accounts payable and accrued liabilities	28,126	165,851
Net Cash Used In Operating Activities	(5,656)	(167,800)
Financing Activities
Proceeds from convertible debentures	-	158,000
Net Cash Provided by Financing Activities	-	158,000
Increase (decrease) in Cash	(5,656)	(9,800)
Cash – Beginning of Period	10,129	17,154
Cash – End of Period	4,473	7,354
Supplemental Disclosures
Interest paid	-	-
Income tax paid	-	-
Non-cash investing and financing activities
Common stock issued for conversion of convertible debentures	54,716	1,104,590
Debt discount on convertible debentures	-	196,366
Original issued discount on convertible notes	-	38,366

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

9

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

1.Nature of Operations and Continuance of Business 

Appiphany Technologies Holdings Corp. (the “Company”) was incorporated in the State of Nevada on February 24, 2010. Currently, the Company is in the business of online fraud protection services.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2018, the Company has not recognized significant revenue, has a working capital deficit of $1,266,080, and has an accumulated deficit of $5,205,711. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. The Company will continue to rely on equity sales of its common shares in order to continue to fund business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.  These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.Summary of Significant Accounting Policies 

(a)Basis of Presentation and Principles of Consolidation 

The accompanying unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2018. These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiary, IP Control Risk Inc., a company incorporated in the State of Nevada, United States. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b)Use of Estimates 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable, fair value and estimated useful life of long-lived assets, fair value of convertible debentures, derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c)Basic and Diluted Net Income (Loss) per Share  

The Company computes net 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 shareholders (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.  As of October 31, 2018, the Company had 842,712,500 (April 30, 2018 – 569,554,940) potentially dilutive common shares outstanding.  Diluted EPS was calculated based on net income less interest expense and change in fair value of derivative liabilities.  

(d)Recent Accounting Pronouncements 

10

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.  

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.Related Party Transactions 

During the period ended October 31, 2018, the Company incurred $nil (2017 - $56,337) in management fees to the President and Director of the Company.

4. Notes Payable 

(a) As at October 31, 2018, the Company owed $4,616 (April 30, 2018 - $4,616) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bear interest at 6% per annum, and were due on October 31, 2016. The notes bear a default interest rate of 18% per annum.  

(b)As at October 31, 2018, the Company owed $10,000 (April 30, 2018 - $10,000) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on October 6, 2017. The note bears a default interest rate of 12% per annum. 

(c)As at October 31, 2018, the Company owed $2,500 (April 30, 2018 - $2,500) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and is due on February 1, 2018. The note bears a default interest rate of 12% per annum. 

(d)As at October 31, 2018, the Company owed $15,000 (April 30, 2018 - $15,000) in notes payable to a non-related party. The note payable was issued as a commitment fee and was recorded to additional paid-in capital. Under the terms of the note, the amount is unsecured, bears interest at 8% per annum, and was due on September 15, 2017. The note bears a default interest rate of 20% per annum. 

5.Convertible Debentures 

(a)On February 13, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $105,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $94,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on November 13, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $105,000, of which $20,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $105,000. During the year ended April 30, 2018, the Company issued 29,327,000 shares of common stock for the conversion of $97,030 of the note and $30,321 of accrued interest.As at October 31, 2018, the carrying value of the note was $7,970 (April 30, 2018 - $7,970).

11

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

(b)On February 24, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum or 22% in the event of default, and is due on November 30, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note. During the year ended April 30, 2018, the Company incurred a $22,000 default fee on the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging. As at October 31, 2018, the carrying value of the note was $55,000 (April 30, 2018 - $55,000).

(c)On May 9, 2017, the Company issued a convertible debenture, to a non-related party, totaling $36,450. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on February 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion. In the event of default the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,450, of which $6,450 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,450. As at October 31, 2018, the carrying value of the note was $36,450 (April 30, 2018 - $36,450).

(d)On June 28, 2017, the Company issued a convertible debenture, to a non-related party, totaling $57,250. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price and proceeds received was $49,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on March 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.In the event of default the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $57,250, of which $7,750 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $57,250. During the year ended April 30, 2018, the Company issued 9,637,404 shares of common stock for the conversion of $340 of the note and $8,874 of accrued interest, penalties, and financing costs. During the three months ended October 31, 2018, the Company issued 16,793,000 shares of common stock for the conversion of $1,569 of the note and $2,712 of accrued interest and $2,500 of conversion fees and finance costs. As at October 31, 2018, the carrying value of the note was $55,341 (April 30, 2018 - $56,910).

(e)On July 19, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $28,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and is due on July 19, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. 

In the event of default the interest rate increases to 24%.

(e)Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $5,333 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2018, the Company issued 15,689,698 shares of common stock for the conversion of $11,593 of the note and $928 of accrued interest. During the six months ended October 31, 2018, the Company issued 27,766,139 shares of common stock for the conversion of $13,196 of the note and $1,395 of accrued interest. As at October 31, 2018, the carrying value of the note was $8,544 (April 30, 2018 - $5,948), and the unamortized total discount was $nil (April 30, 2018 - $15,792). 

Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note (with the same terms as the convertible debenture mentioned above).  As of October 31. 2018 and at the date of filing, no proceeds have been received on the collateralized secured promissory note or the back-end note.

12

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

(f)On October 4, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $36,000, which was the first tranche of a convertible debenture totaling $102,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on July 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $11,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,000.As at October 31, 2018, the carrying value of the note was $36,000 (April 30, 2018 - $862), and the unamortized total discount was $nil (April 30, 2018 - $35,138).

(g)  On September 28, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,333, which included an original issuance discount of $7,833. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and is due on September 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $7,833 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,333. As at October 31, 2018, the carrying value of the note was $36,666 (April 30, 2018 - $118), and the unamortized total discount was $nil (April 30, 2018 - $33,215).  During the period ended October 31, 2018, the Company recorded a $3,333 principal penalty.

Included in the convertible debenture agreement is a back end note for up to $33,333 (with the same amount of proceeds, original issue discount, maturity date, interest rate and conversion terms as the convertible debenture mentioned above). As of October 31, 2018 and at the date of filing, no proceeds have been received on the back end note.

(h) On November 8, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000, which was the second tranche of the September 19, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on August 8, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at October 31, 2018, the carrying value of the note was $33,000 (April 30, 2018 - $30), and the unamortized total discount was $nil (April 30, 2018 - $32,970).

(i) On December 26, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000, which was the final tranche of the September 19, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on September 26, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at October 31, 2018, the carrying value of the note was $33,000 (April 30, 2018 - $17), and the unamortized total discount was $nil (April 30, 2018 - $32,983).

13

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

6.Derivative Liability 

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Binomial model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the six months ended October 31, 2018, the Company recorded a gain on the change in fair value of derivative liability of $397,946 (2017 – $133,752). As at October 31, 2018, the Company recorded a derivative liability of $487,986 (April 30, 2018 - $928,252).

A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2018	928,252
Adjustment for conversion	(42,320)
Mark to market adjustment at October 31, 2018	(397,946)
Balance, October 31, 2018	487,986

7.Common Shares 

During the six months ended October 31, 2018, the Company issued an aggregate of 44,559,139 common shares with a fair value of $54,716 upon the conversion of $14,765 of convertible debentures, $4,130 of accrued interest, $2,500 in conversion fees, and $42,320 of derivative liabilities resulting in a gain on settlement of debt of $8,799.

8.Preferred Shares 

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Convertible Preferred Series A stock

On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible into one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.

9.Commitments 

On August 26, 2016, the Company entered in consulting agreements with five consultants. Pursuant to the agreements, each consultant is to be compensated by the following:

i)10% commission on all net revenues derived by the Company through the consultant in the first year; 

ii)5% commission on all net revenues derived by the Company through the consultant in years two and three; 

iii)1,800 common shares payable on the date of the agreement; 

iv)1,800 common shares payable on February 26, 2016; 

v)1,800 common shares payable on August 26, 2017; and 

vi)1,800 common shares payable on February 26, 2018. 

Either party may terminate the agreement by providing written thirty days’ notice.

As at October 31, 2018, no commission has been earned, paid, or accrued.  

10.Subsequent Events 

(a)On February 19, 2019, the Chief Executive Officer and Director of the Company entered into a Stock Purchase Agreement to sell his Series A Preferred Stock, the closing of which is pending certain closing conditions, including, but not limited to the Company getting current with its SEC filings and restructuring some of its outstanding debt.   

(b)Subsequent to October 31, 2018, the Company issued 58,645,227 common shares upon the conversion of $6,496 of convertible debentures, $18,381 of accrued interest, and $2,500 of conversion fee penalties.   

14

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	October 31, 2018 $			April 30, 2018 $
		(unaudited)
Current Assets		4.473			23,799
Current Liabilities		1,270,553			1,548,135
Working Capital (Deficit)		(1,266,080	)		(1,524,336	)

Cash Flows

	October 31, 2018 $			October 31, 2017 $
Cash Flows used in Operating Activities		(5,656	)		(167,800	)
Cash Flows from (used in) Investing Activities		-			-
Cash Flows from Financing Activities		-			158,000
Net increase (decrease) in Cash During Period		(5,656	)		(9,800	)

Operating Revenues

For the three and six months ended October 31, 2018, the Company earned revenues of $nil compared with $16,800 during the three months ended October 31, 2017 and $27,900 during the six months ended October 31, 2017 from the sale of online fraud protection services.  The Company had gross profit of $7,110 for the three months ended October 31, 2017 and $13,203 for the six months ended October 31, 2017.  The decrease in gross profit was due to the fact that the Company did not have any further revenue sales during the current year. The decrease in operating revenues was due to the fact that the Company decreased its level of operating activity during the current period as it contemplated further financing and restructuring of its current operations.  

Operating Expenses and Net Income (Loss)

Three months ended October 31, 2018 and 2017

For the three months ended October 31, 2018, the Company incurred operating expenses of $6,865 compared to $109,537 during the three months ended October 31, 2017.  The decrease in operating expenses was due to the fact that the Company decreased its level of operating activity during the current period as it contemplated further financing and restructuring of its current operations.  As such, there were significant declines in consulting fees, professional fees, and management fees, as well as a decrease in general and administration fees.  

During the three months ended October 31, 2018, the Company recorded a net loss of $122,357 compared to a net loss of $380,217 during the three months ended October 31, 2017.  In addition to operating expenses, the Company recorded interest expense of $111,191 and a loss on the change in the fair value of the derivative liability of $4,301.  During the period ended October 31, 2017, the Company recorded a loss on the change in fair value of derivative liability of $190,734 and interest expense of $87,056.  The decrease in the loss on change in fair value of derivative liability is due to lower volatility in the Company’s share price in the current year compared to prior year.  The increase in the interest expense is due to the accrual of default interest and penalties on the outstanding convertible notes that were defaulted during the current period.    

15

The Company recorded a loss per share of $0.00 on both a basic and diluted basis during the three months ended October 31, 2018 compared to basic and diluted loss per share of $0.05 during the three months ended October 31, 2017.

Six months ended October 31, 2018 and 2017

For the six months ended October 31, 2018, the Company incurred operating expenses of $27,091 compared to $289,487 during the six months ended October 31, 2017.  The decrease in operating expenses was due to the fact that the Company decreased its level of operating activity during the current period as it contemplated further financing and restructuring of its current operations.  As such, there were significant declines in consulting fees, professional fees, and management fees, as well as a decrease in general and administration fees.  

During the six months ended October 31, 2018, the Company recorded a net income of $203,540 compared to a net loss of $464,749 during the six months ended October 31, 2017.  In addition to operating expenses, the Company recorded interest expense of $176,292 which was offset by a gain on the change in the fair value of the derivative liability of $397,946, and gain on settlement of debt of $8,977 relating to the conversion of outstanding convertible notes with the issuance of common shares.  During the period ended October 31, 2017, the Company recorded a loss on the change in fair value of derivative liability of $56,982 and interest expense of $131,483.  The variance on the gain (loss) on the change in fair value of derivative liability is due to lower volatility in the Company’s share price in the current year compared to prior year, which resulted in a decrease in the derivative liability balance and a corresponding gain for the change in the fair value of the derivative liability.  The increase in the interest expense is due to the accrual of default interest and penalties on the outstanding convertible notes that were defaulted during the current period.    

The Company recorded a net income per share of $0.00 on both a basic and diluted basis during the six months ended October 31, 2018 compared to basic and diluted loss per share of $0.08 during the six months ended October 31, 2017.

Liquidity and Capital Resources

As at October 31, 2018, the Company had cash and total assets of $4,473 compared to cash of $10,129 and total assets of $23,799 at April 30, 2018.  The decrease in cash and total assets was due to the fact that the Company did not receive any proceeds from operations or funding from investing or financing activities during the current period to support operating expenditures.  Furthermore, the Company recognized the period expenses relating to the prepaid common shares issued to five consultants in fiscal 2017 and recorded a loss of $5,051 for the non-collection of outstanding accounts receivable. 

As at October 31, 2018, the Company had total liabilities of $1,270,553 compared to $1,548,135 at April 30, 2018.  The decrease in total liabilities is due to a decrease in derivative liability of $440,266 offset by an increase in convertible debenture of $138,666 (due to accretion of debt discount), and $24,018 in accounts payable and accrued liabilities as the Company did not have sufficient cash flow to pay outstanding obligations as they became due.

As at October 31, 2018, the Company had a working capital deficit of $1,266,080 compared with a working capital deficit of $1,524,336 as at April 30, 2018.  The decrease in working capital deficit was due to a decrease in total liabilities due to the decrease in derivative liability.   

Cash Flow from Operating Activities

During the six months ended October 31, 2018, the Company used $5,656 of cash for operating activities as compared to $167,800 during the six months ended October 31, 2017.  The decrease in the use of cash for operating activities was due to the fact that the Company had minimal operations during the current period and had limited cash balances which limited the amount of cash used for operating activities.  

Cash Flow from Investing Activities

During the periods ended October 31, 2018 and 2017, the Company did not have any investing activities.

Cash Flow from Financing Activities

During the period ended October 31, 2018, the Company did not have any financing activities.  During the period ended October 31, 2017, the Company received $158,000 of net cash from financing activities which was from the issuance of convertible debentures.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities.  For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. 

Future Financings

We will continue to rely on equity sales of our Common Shares in order to continue to fund our business operations.  Issuances of

16

additional shares will result in dilution to existing stockholders.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements.  In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.  

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of October 31, 2018, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Please refer to our Annual

17

Report on Form 10-K as filed with the SEC on August 2, 2019, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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 our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.  RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

1. Quarterly Issuances: 

Other than as previously disclosed in the above Notes to the Condensed Consolidated Financial Statements, we did not issue any unregistered securities during the quarter.

2. Subsequent Issuances: 

Other than as previously disclosed in the above Notes to the Condensed Consolidated Financial Statements, we did not issue any unregistered securities subsequent to the quarter.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.  OTHER INFORMATION.

None.

18

ITEM 6.  EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3. 1	Articles of Incorporation	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
3. 2	Bylaws	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
31. 1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31. 2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

19

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APPIPHANY TECHNOLOGIES HOLDINGS CORP.
Dated: September 30, 2019	/s/ Rob Sargent
	By:  Rob Sargent
	Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: September 30, 2019	By:  Rob Sargent
	Its:  Director

20

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Rob Sargent, certify that:

1. I have reviewed this Quarterly Report for the period ended October 31, 2018 on Form 10-Q of Appiphany Technologies Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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

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

Date: September 30, 2019

/s/ Rob Sargent

By: Rob Sargent

Its: Chief Executive Officer

XML

6. Derivative Liability

6 Months Ended

Oct. 31, 2018

Notes

6. Derivative Liability

6.Derivative Liability 

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Binomial model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the six months ended October 31, 2018, the Company recorded a gain on the change in fair value of derivative liability of $397,946 (2017 – $133,752). As at October 31, 2018, the Company recorded a derivative liability of $487,986 (April 30, 2018 - $928,252).

A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2018	928,252
Adjustment for conversion	(42,320)
Mark to market adjustment at October 31, 2018	(397,946)
Balance, October 31, 2018	487,986

XML

Note 2. Summary of Significant Accounting Policies

6 Months Ended

Oct. 31, 2018

Notes

Note 2. Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies 

(a)Basis of Presentation and Principles of Consolidation 

The accompanying unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2018. These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiary, IP Control Risk Inc., a company incorporated in the State of Nevada, United States. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b)Use of Estimates 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable, fair value and estimated useful life of long-lived assets, fair value of convertible debentures, derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c)Basic and Diluted Net Income (Loss) per Share  

The Company computes net 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 shareholders (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.  As of October 31, 2018, the Company had 842,712,500 (April 30, 2018 – 569,554,940) potentially dilutive common shares outstanding.  Diluted EPS was calculated based on net income less interest expense and change in fair value of derivative liabilities.  

(d)Recent Accounting Pronouncements 

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.  

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

10. Subsequent Events

6 Months Ended

Oct. 31, 2018

Notes

10. Subsequent Events

10.Subsequent Events 

(a)On February 19, 2019, the Chief Executive Officer and Director of the Company entered into a Stock Purchase Agreement to sell his Series A Preferred Stock, the closing of which is pending certain closing conditions, including, but not limited to the Company getting current with its SEC filings and restructuring some of its outstanding debt.   

(b)Subsequent to October 31, 2018, the Company issued 58,645,227 common shares upon the conversion of $6,496 of convertible debentures, $18,381 of accrued interest, and $2,500 of conversion fee penalties.   

XML

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Details
Revenues	$ 0	$ 16,800	$ 0	$ 27,900
Cost of services	0	9,690	0	14,697
Gross Margin	0	7,110	0	13,203
Operating Expenses
Bad debt	0	0	5,051	0
Consulting fees	1,828	49,692	8,619	107,183
General and administrative	5,037	27,134	13,421	66,281
Management fees	0	5,771	0	23,860
Professional fees	0	26,940	0	92,163
Total Operating Expenses	6,865	109,537	27,091	289,487
Net Operating Loss	(6,865)	(102,427)	(27,091)	(276,284)
Other Income (Expenses)
Gain (loss) on change in fair value of derivative liability	(4,301)	(190,734)	397,946	(56,982)
Interest expense	(111,191)	(87,056)	(176,292)	(131,483)
Gain on settlement of debt	0	0	8,977	0
Total Other Income (Expenses)	(115,492)	(277,790)	230,631	(188,465)
Net Income (loss)	$ (122,357)	$ (380,217)	$ 203,540	$ (464,749)
Net income (loss) per share, basic	$ (0.00)	$ (0.05)	$ 0.00	$ (0.08)
Net income (loss) per share, diluted	$ (0.00)	$ (0.05)	$ 0.00	$ (0.08)
Weighted average shares outstanding, basic	107,425,498	7,660,299	96,291,606	6,137,685
Weighted average shares outstanding, diluted	107,425,498	7,660,299	939,004,106	6,137,685

XML

9. Commitments (Details) - Consultant	6 Months Ended
	Oct. 31, 2018
Agreement 1
Other Commitments, Description	i)10% commission on all net revenues derived by the Company through the consultant in the first year;
Agreement 2
Other Commitments, Description	ii)5% commission on all net revenues derived by the Company through the consultant in years two and three;
Agreement 3
Other Commitments, Description	iii)1,800 common shares payable on the date of the agreement;
Agreement 4
Other Commitments, Description	iv)1,800 common shares payable on February 26, 2016;
Agreement 5
Other Commitments, Description	v)1,800 common shares payable on August 26, 2017; and
Agreement 6
Other Commitments, Description	vi)1,800 common shares payable on February 26, 2018.

XML

Note 2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Details) - shares		6 Months Ended
	Apr. 30, 2018	Oct. 31, 2018
Details
Potentially dilutive shares outstanding	569,554,940	842,712,500

XML

6. Derivative Liability (Details) - USD ($)	6 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Apr. 30, 2018
Details
Derivative, Gain on Derivative	$ 397,946	$ 133,752
Derivative liability	$ 487,986		$ 928,252

XML

Note 3. Related Party Transactions (Details) - USD ($)	6 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
President
Management Fee Expense	$ 0	$ 56,337

XML

6. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)	6 Months Ended
	Oct. 31, 2018	Apr. 30, 2018
Derivative liability	$ 487,986	$ 928,252
Adjustment for Conversion
Increase (Decrease) in Derivative Liabilities	(42,320)
Mark To Market Adjustment
Increase (Decrease) in Derivative Liabilities	$ (397,946)

XML

10. Subsequent Events (Details) - USD ($)		6 Months Ended
	Oct. 31, 2018	Oct. 31, 2018
Principal
Debt Conversion, Original Debt, Amount		$ 14,765
Accrued Interest
Debt Conversion, Original Debt, Amount		4,130
Conversion fees
Debt Conversion, Original Debt, Amount		$ 2,500
Common Stock
Debt Conversion, Converted Instrument, Shares Issued		44,559,139
Subsequent Event | Convertible Debenture Two | Principal
Debt Conversion, Original Debt, Amount	$ 6,496
Subsequent Event | Convertible Debenture Two | Accrued Interest
Debt Conversion, Original Debt, Amount	18,381
Subsequent Event | Convertible Debenture Two | Conversion fees
Debt Conversion, Original Debt, Amount	$ 2,500
Subsequent Event | Common Stock | Convertible Debenture Two
Debt Conversion, Converted Instrument, Shares Issued	58,645,227

XML

Consolidated Statement of Stockholder's Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total	Receivables from Stockholder
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2017	$ 500	$ 2,738	$ 2,375,136	$ (3,914,249)	$ (1,549,285)	$ (13,410)
Shares, Outstanding, Beginning Balance at Apr. 30, 2017	500,000	2,738,069
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 0	$ 8,182	1,096,408	0	1,104,590	0
Stock Issued During Period, Shares, Conversion of Convertible Securities		8,182,189
Net Income (loss)	0	$ 0	0	(464,749)	(464,749)	0
Stockholders' Equity Attributable to Parent, Ending Balance at Oct. 31, 2017	$ 500	$ 10,920	3,471,544	(4,378,998)	(909,444)	(13,410)
Shares, Outstanding, Ending Balance at Oct. 31, 2017	500,000	10,920,258
Stockholders' Equity Attributable to Parent, Beginning Balance at Jul. 31, 2017	$ 500	$ 6,518	3,017,776	(3,998,781)	(987,397)
Shares, Outstanding, Beginning Balance at Jul. 31, 2017	500,000	6,517,676
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 0	$ 4,402	453,768	0	458,170
Stock Issued During Period, Shares, Conversion of Convertible Securities		4,402,582
Net Income (loss)	0	$ 0	0	(380,217)	(380,217)
Stockholders' Equity Attributable to Parent, Ending Balance at Oct. 31, 2017	$ 500	$ 10,920	3,471,544	(4,378,998)	(909,444)	$ (13,410)
Shares, Outstanding, Ending Balance at Oct. 31, 2017	500,000	10,920,258
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2018	$ 500	$ 62,886	3,821,549	(5,409,251)	(1,524,336)
Shares, Outstanding, Beginning Balance at Apr. 30, 2018	500,000	62,886,359
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 0	$ 44,559	10,157	0	54,716
Stock Issued During Period, Shares, Conversion of Convertible Securities		44,559,139
Net Income (loss)	0	$ 0	0	203,540	203,540
Stockholders' Equity Attributable to Parent, Ending Balance at Oct. 31, 2018	$ 500	$ 107,425	3,831,706	(5,205,711)	(1,266,080)
Shares, Outstanding, Ending Balance at Oct. 31, 2018	500,000	107,425,498
Stockholders' Equity Attributable to Parent, Beginning Balance at Jul. 31, 2018	$ 500	$ 107,425	3,831,706	(5,083,354)	(1,143,723)
Shares, Outstanding, Beginning Balance at Jul. 31, 2018	500,000	107,425,498
Net Income (loss)	$ 0	$ 0	0	(122,357)	(122,357)
Stockholders' Equity Attributable to Parent, Ending Balance at Oct. 31, 2018	$ 500	$ 107,425	$ 3,831,706	$ (5,205,711)	$ (1,266,080)
Shares, Outstanding, Ending Balance at Oct. 31, 2018	500,000	107,425,498

XML

Document and Entity Information - shares	6 Months Ended
	Oct. 31, 2018	Sep. 30, 2019
Details
Registrant CIK	0001490054
Fiscal Year End	--04-30
Registrant Name	APPIPHANY TECHNOLOGIES HOLDINGS CORP
SEC Form	10-Q
Period End date	Oct. 31, 2018
Tax Identification Number (TIN)	30-0678378
Number of common stock shares outstanding		166,070,751
Filer Category	Non-accelerated Filer
Current with reporting	No
Interactive Data Current	No
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54524
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	385 South 300 East
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84111
Country Region	385
City Area Code	212
Local Phone Number	3305
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2

XML

7. Common Shares

6 Months Ended

Oct. 31, 2018

Notes

7. Common Shares

7.Common Shares 

During the six months ended October 31, 2018, the Company issued an aggregate of 44,559,139 common shares with a fair value of $54,716 upon the conversion of $14,765 of convertible debentures, $4,130 of accrued interest, $2,500 in conversion fees, and $42,320 of derivative liabilities resulting in a gain on settlement of debt of $8,799.

XML

Note 3. Related Party Transactions

6 Months Ended

Oct. 31, 2018

Notes

Note 3. Related Party Transactions

3.Related Party Transactions 

During the period ended October 31, 2018, the Company incurred $nil (2017 - $56,337) in management fees to the President and Director of the Company.

XML

Note 2. Summary of Significant Accounting Policies (Policies)

6 Months Ended

Oct. 31, 2018

Policies

(a) Basis of Presentation and Principles of Consolidation

(a)Basis of Presentation and Principles of Consolidation 

The accompanying unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2018. These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiary, IP Control Risk Inc., a company incorporated in the State of Nevada, United States. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b) Use of Estimates

(b)Use of Estimates 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable, fair value and estimated useful life of long-lived assets, fair value of convertible debentures, derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c) Basic and Diluted Net Loss Per Share

(c)Basic and Diluted Net Income (Loss) per Share  

The Company computes net 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 shareholders (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.  As of October 31, 2018, the Company had 842,712,500 (April 30, 2018 – 569,554,940) potentially dilutive common shares outstanding.  Diluted EPS was calculated based on net income less interest expense and change in fair value of derivative liabilities.  

(d) Recent Accounting Pronouncements

(d)Recent Accounting Pronouncements 

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.  

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

5. Convertible Debentures (Details) - USD ($)	6 Months Ended		12 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Apr. 30, 2018
Proceeds from convertible debentures	$ 0	$ 158,000
Convertible debenture unamortized discount	0		$ 150,098
Principal
Debt Conversion, Original Debt, Amount	14,765
Accrued Interest
Debt Conversion, Original Debt, Amount	4,130
Conversion fees
Debt Conversion, Original Debt, Amount	$ 2,500
Common Stock
Debt Conversion, Converted Instrument, Shares Issued	44,559,139
Convertible Debenture 11
Debt Instrument, Face Amount	$ 105,000
Long-term Debt, Gross	$ 7,970		7,970
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Maturity Date	Nov. 13, 2017
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Debt Issuance Costs, Net	$ 20,000
Convertible Debenture 11 | Principal
Debt Conversion, Original Debt, Amount	97,030
Convertible Debenture 11 | Accrued Interest
Debt Conversion, Original Debt, Amount	$ 30,321
Convertible Debenture 11 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	29,327,000
Convertible Debenture 11 | New Issuance
Long-term Debt, Gross	$ 94,500
Convertible Debenture 12
Debt Instrument, Face Amount	33,000
Long-term Debt, Gross	$ 55,000		$ 55,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Nov. 30, 2017
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note.
Debt Instrument, Fee			$22,000
Convertible Debenture 16
Debt Instrument, Face Amount	$ 36,450
Long-term Debt, Gross	$ 36,450
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Maturity Date	Feb. 09, 2018
Default clause	In the event of default the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Debt Issuance Costs, Net	$ 6,450
Proceeds from convertible debentures	30,000
Convertible debenture unamortized discount	36,450
Convertible Debenture 17
Debt Instrument, Face Amount	57,250
Long-term Debt, Gross	$ 55,341		$ 56,910
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Mar. 28, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default the interest rate increases to 24%.
Debt Issuance Costs, Net	$ 7,750
Proceeds from convertible debentures	49,500
Convertible debenture unamortized discount	57,250
Convertible Debenture 17 | Principal
Debt Conversion, Original Debt, Amount	1,569		340
Convertible Debenture 17 | Accrued Interest
Debt Conversion, Original Debt, Amount	2,712		$ 8,874
Convertible Debenture 17 | Conversion fees
Debt Conversion, Original Debt, Amount	$ 2,500
Convertible Debenture 17 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	16,793,000		9,637,404
Convertible Debenture 18
Debt Instrument, Face Amount	$ 33,333
Long-term Debt, Gross	$ 8,544		$ 5,948
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Jul. 19, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default the interest rate increases to 24%.
Debt Issuance Costs, Net	$ 5,333
Proceeds from convertible debentures	28,000
Convertible debenture unamortized discount	$ 0		15,792
Debt Instrument, Convertible, Type of Equity Security	Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note
Convertible Debenture 18 | Principal
Debt Conversion, Original Debt, Amount	$ 13,196		11,593
Convertible Debenture 18 | Accrued Interest
Debt Conversion, Original Debt, Amount	$ 1,395		$ 928
Convertible Debenture 18 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	27,766,139		15,689,698
Convertible Debenture 19
Debt Instrument, Face Amount	$ 36,000
Long-term Debt, Gross	$ 36,000		$ 862
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Maturity Date	Jul. 09, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Debt Issuance Costs, Net	$ 11,000
Proceeds from convertible debentures	25,000
Convertible debenture unamortized discount	0		35,138
Tranche of $102000
Debt Instrument, Face Amount	102,000
Convertible Debenture 20
Debt Instrument, Face Amount	33,333
Long-term Debt, Gross	$ 36,666		118
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Maturity Date	Sep. 28, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%.
Debt Issuance Costs, Net	$ 7,833
Convertible debenture unamortized discount	$ 0		33,215
Debt Instrument, Convertible, Type of Equity Security	Included in the convertible debenture agreement is a back end note for up to $33,333
Convertible Debenture 21
Debt Instrument, Face Amount	$ 33,000
Long-term Debt, Gross	$ 33,000		30
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Maturity Date	Aug. 08, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Debt Issuance Costs, Net	$ 3,000
Proceeds from convertible debentures	30,000
Convertible debenture unamortized discount	0		32,970
Convertible Debenture 22
Debt Instrument, Face Amount	33,000
Long-term Debt, Gross	$ 33,000		17
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Maturity Date	Sep. 26, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Debt Issuance Costs, Net	$ 3,000
Proceeds from convertible debentures	30,000
Convertible debenture unamortized discount	$ 0		$ 32,983

XML

8. Preferred Shares (Details) - Series A Preferred Stock - shares	Apr. 18, 2017	Oct. 31, 2018	Apr. 30, 2018
Preferred Stock, Shares Issued	500,000	500,000	500,000
Preferred Stock
Debt Instrument, Convertible, Terms of Conversion Feature	entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible into one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.

XML

Note 1. Nature of Operations and Continuance of Business

6 Months Ended

Oct. 31, 2018

Notes

Note 1. Nature of Operations and Continuance of Business

1.Nature of Operations and Continuance of Business 

Appiphany Technologies Holdings Corp. (the “Company”) was incorporated in the State of Nevada on February 24, 2010. Currently, the Company is in the business of online fraud protection services.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2018, the Company has not recognized significant revenue, has a working capital deficit of $1,266,080, and has an accumulated deficit of $5,205,711. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. The Company will continue to rely on equity sales of its common shares in order to continue to fund business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.  These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

XML

Note 1. Nature of Operations and Continuance of Business (Details) - USD ($)	Oct. 31, 2018	Apr. 30, 2018
Details
Working Capital (Deficit)	$ (1,266,080)
Accumulated deficit	$ (5,205,711)	$ (5,409,251)

XML

Condensed Consolidated Balance Sheets - Parenthetical - USD ($)	Oct. 31, 2018	Apr. 30, 2018
Allowance for doubtful accounts	$ 0	$ 7,245
Convertible debenture unamortized discount	$ 0	$ 150,098
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	5,000,000,000	5,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	107,425,498	62,866,385
Common Stock, Shares, Outstanding	107,425,498	62,866,385
Series A Preferred Stock
Preferred Stock, Shares Issued	500,000	500,000
Preferred Stock, Shares Outstanding	500,000	500,000

XML

5. Convertible Debentures

6 Months Ended

Oct. 31, 2018

Notes

5. Convertible Debentures

5.Convertible Debentures 

(a)On February 13, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $105,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $94,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on November 13, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $105,000, of which $20,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $105,000. During the year ended April 30, 2018, the Company issued 29,327,000 shares of common stock for the conversion of $97,030 of the note and $30,321 of accrued interest.As at October 31, 2018, the carrying value of the note was $7,970 (April 30, 2018 - $7,970).

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

(b)On February 24, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum or 22% in the event of default, and is due on November 30, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note. During the year ended April 30, 2018, the Company incurred a $22,000 default fee on the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging. As at October 31, 2018, the carrying value of the note was $55,000 (April 30, 2018 - $55,000).

(c)On May 9, 2017, the Company issued a convertible debenture, to a non-related party, totaling $36,450. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on February 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion. In the event of default the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,450, of which $6,450 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,450. As at October 31, 2018, the carrying value of the note was $36,450 (April 30, 2018 - $36,450).

(d)On June 28, 2017, the Company issued a convertible debenture, to a non-related party, totaling $57,250. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price and proceeds received was $49,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on March 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.In the event of default the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $57,250, of which $7,750 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $57,250. During the year ended April 30, 2018, the Company issued 9,637,404 shares of common stock for the conversion of $340 of the note and $8,874 of accrued interest, penalties, and financing costs. During the three months ended October 31, 2018, the Company issued 16,793,000 shares of common stock for the conversion of $1,569 of the note and $2,712 of accrued interest and $2,500 of conversion fees and finance costs. As at October 31, 2018, the carrying value of the note was $55,341 (April 30, 2018 - $56,910).

(e)On July 19, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $28,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and is due on July 19, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. 

In the event of default the interest rate increases to 24%.

(e)Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $5,333 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2018, the Company issued 15,689,698 shares of common stock for the conversion of $11,593 of the note and $928 of accrued interest. During the six months ended October 31, 2018, the Company issued 27,766,139 shares of common stock for the conversion of $13,196 of the note and $1,395 of accrued interest. As at October 31, 2018, the carrying value of the note was $8,544 (April 30, 2018 - $5,948), and the unamortized total discount was $nil (April 30, 2018 - $15,792). 

Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note (with the same terms as the convertible debenture mentioned above).  As of October 31. 2018 and at the date of filing, no proceeds have been received on the collateralized secured promissory note or the back-end note.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

(f)On October 4, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $36,000, which was the first tranche of a convertible debenture totaling $102,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on July 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $11,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,000.As at October 31, 2018, the carrying value of the note was $36,000 (April 30, 2018 - $862), and the unamortized total discount was $nil (April 30, 2018 - $35,138).

(g)  On September 28, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,333, which included an original issuance discount of $7,833. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and is due on September 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $7,833 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,333. As at October 31, 2018, the carrying value of the note was $36,666 (April 30, 2018 - $118), and the unamortized total discount was $nil (April 30, 2018 - $33,215).  During the period ended October 31, 2018, the Company recorded a $3,333 principal penalty.

Included in the convertible debenture agreement is a back end note for up to $33,333 (with the same amount of proceeds, original issue discount, maturity date, interest rate and conversion terms as the convertible debenture mentioned above). As of October 31, 2018 and at the date of filing, no proceeds have been received on the back end note.

(h) On November 8, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000, which was the second tranche of the September 19, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on August 8, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at October 31, 2018, the carrying value of the note was $33,000 (April 30, 2018 - $30), and the unamortized total discount was $nil (April 30, 2018 - $32,970).

(i) On December 26, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000, which was the final tranche of the September 19, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on September 26, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at October 31, 2018, the carrying value of the note was $33,000 (April 30, 2018 - $17), and the unamortized total discount was $nil (April 30, 2018 - $32,983).

XML

9. Commitments

6 Months Ended

Oct. 31, 2018

Notes

9. Commitments

9.Commitments 

On August 26, 2016, the Company entered in consulting agreements with five consultants. Pursuant to the agreements, each consultant is to be compensated by the following:

i)10% commission on all net revenues derived by the Company through the consultant in the first year; 

ii)5% commission on all net revenues derived by the Company through the consultant in years two and three; 

iii)1,800 common shares payable on the date of the agreement; 

iv)1,800 common shares payable on February 26, 2016; 

v)1,800 common shares payable on August 26, 2017; and 

vi)1,800 common shares payable on February 26, 2018. 

Either party may terminate the agreement by providing written thirty days’ notice.

As at October 31, 2018, no commission has been earned, paid, or accrued.  

XML

4. Notes Payable

6 Months Ended

Oct. 31, 2018

Notes

4. Notes Payable

4. Notes Payable 

(a) As at October 31, 2018, the Company owed $4,616 (April 30, 2018 - $4,616) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bear interest at 6% per annum, and were due on October 31, 2016. The notes bear a default interest rate of 18% per annum.  

(b)As at October 31, 2018, the Company owed $10,000 (April 30, 2018 - $10,000) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on October 6, 2017. The note bears a default interest rate of 12% per annum. 

(c)As at October 31, 2018, the Company owed $2,500 (April 30, 2018 - $2,500) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and is due on February 1, 2018. The note bears a default interest rate of 12% per annum. 

(d)As at October 31, 2018, the Company owed $15,000 (April 30, 2018 - $15,000) in notes payable to a non-related party. The note payable was issued as a commitment fee and was recorded to additional paid-in capital. Under the terms of the note, the amount is unsecured, bears interest at 8% per annum, and was due on September 15, 2017. The note bears a default interest rate of 20% per annum. 

XML

8. Preferred Shares

6 Months Ended

Oct. 31, 2018

Notes

8. Preferred Shares

8.Preferred Shares 

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Convertible Preferred Series A stock

On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible into one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.

XML

Statements of Cash Flows - USD ($)	6 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
Operating Activities
Net Income (loss)	$ 203,540	$ (464,749)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible debt payable	150,098	70,812
Bad debts	5,051	(2,649)
Conversion penalties related to conversion of convertible note	5,833
Loss (gain) on change in fair value of derivative liability	(397,946)	56,982
Gain on settlement of debt	(8,977)	0
Changes in operating assets and liabilities:
Accounts receivable	0	(10,531)
Prepaid expense	8,619	16,484
Accounts payable and accrued liabilities	28,126	165,851
Net Cash Used In Operating Activities	(5,656)	(167,800)
Financing Activities
Proceeds from convertible debentures	0	158,000
Net Cash Provided by Financing Activities	0	158,000
Increase (decrease) in Cash	(5,656)	(9,800)
Cash - Beginning of Period	10,129	17,154
Cash - End of Period	4,473	7,354
Supplemental Disclosures
Interest paid	0	0
Income tax paid	0	0
Non-cash investing and financing activities
Common stock issued for conversion of convertible debentures	54,716	1,104,590
Debt discount on convertible debentures	0	196,366
Original issued discount on convertible notes	$ 0	$ 38,366

XML

6. Derivative Liability (Tables)

6 Months Ended

Oct. 31, 2018

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2018	928,252
Adjustment for conversion	(42,320)
Mark to market adjustment at October 31, 2018	(397,946)
Balance, October 31, 2018	487,986

XML

Condensed Consolidated Balance Sheets - USD ($)	Oct. 31, 2018	Apr. 30, 2018
Current Assets
Cash	$ 4,473	$ 10,129
Accounts receivable, net of allowance for doubtful accounts of $0 and $7,245, respectively	0	5,051
Prepaid expense	0	8,619
Total Assets	4,473	23,799
Current Liabilities
Accounts payable and accrued liabilities	448,480	424,462
Convertible debenture, net of unamortized discount of $nil and $150,098, respectively	301,971	163,305
Notes payable	32,116	32,116
Derivative liability	487,986	928,252
Total Liabilities	1,270,553	1,548,135
STOCKHOLDERS' DEFICIT
Preferred stock - 10,000,000 authorized shares with a par value of $0.001 per share Convertible Preferred Series A: Issued and outstanding: 500,000 shares, respectively	500	500
Common stock - 5,000,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 107,425,498 and 62,866,385 shares, respectively	107,425	62,874
Additional paid-in capital	3,831,706	3,821,541
Accumulated deficit	(5,205,711)	(5,409,251)
Total Stockholders' Deficit	(1,266,080)	(1,524,336)
Total Liabilities and Stockholders' Deficit	$ 4,473	$ 23,799

XML

4. Notes Payable (Details) - USD ($)	Oct. 31, 2018	Apr. 30, 2018
Notes payable	$ 32,116	$ 32,116
Note Payable One
Notes payable	$ 4,616	4,616
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Note Payable One | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	18.00%
Note Payable Two
Notes payable	$ 10,000	10,000
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Note Payable Two | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Note Payable Three
Notes payable	$ 2,500	2,500
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Note Payable Three | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Note Payable Four
Notes payable	$ 15,000	$ 15,000
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Note Payable Four | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	20.00%

XML

7. Common Shares (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Common stock issued for conversion of convertible debentures			$ 54,716	$ 1,104,590
Gain on settlement of debt	$ 0	$ 0	8,977	$ 0
Principal
Debt Conversion, Original Debt, Amount			14,765
Accrued Interest
Debt Conversion, Original Debt, Amount			4,130
Conversion fees
Debt Conversion, Original Debt, Amount			2,500
Derivative liabilities
Debt Conversion, Original Debt, Amount			42,320
Gain on settlement of debt			$ 8,799
Common Stock
Debt Conversion, Converted Instrument, Shares Issued			44,559,139