0001445866-20-000608.txt : 20200513 0001445866-20-000608.hdr.sgml : 20200513 20200512192446 ACCESSION NUMBER: 0001445866-20-000608 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 52 CONFORMED PERIOD OF REPORT: 20200131 FILED AS OF DATE: 20200513 DATE AS OF CHANGE: 20200512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPIPHANY TECHNOLOGIES HOLDINGS CORP CENTRAL INDEX KEY: 0001490054 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 300678378 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54524 FILM NUMBER: 20870678 BUSINESS ADDRESS: STREET 1: 358 SOUTH 300 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: (205) 864-5377 MAIL ADDRESS: STREET 1: 358 SOUTH 300 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84111 10-Q 1 aphd_10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2020

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

For the transition period from ______ to _______

Commission File Number 000-54524

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

(Name of small business issuer in its charter)

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

5 Cowboys Way, Suite 300

Frisco Texas 75034

(Address of principal executive offices)

(972) 217-4080

(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.

[X] 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). [X] 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	[X]	Smaller reporting company	[X]
(Do not check if 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 [X] No

As of May 11, 2020 there were 1,829,867 shares of the registrant's $0.001 par value common stock issued and outstanding.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)*

TABLE OF CONTENTS		Page

PART I. FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21

PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCLOSURES	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	22

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 Verde Bio Holdings, Inc., (formerly 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 Verde Bio Holdings, Inc. (formerly Appiphany Technologies Holdings Corp.)

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2020

Condensed Consolidated Balance Sheets (unaudited)	4
Condensed Consolidated Statements of Operations (unaudited)	5
Condensed Statement of Stockholders Deficit (unaudited)	6
Condensed Consolidated Statements of Cash Flows (unaudited)	8
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)	9

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

	January 31, 2020 $	April 30, 2019 $
	(unaudited)
ASSETS
Current Assets
Cash	56,329	23,752
Total Assets	56,329	23,752

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	288,618	484,964
Due to related parties	31	-
Convertible debentures, net of unamortized discount of $83,202 and $36,000, respectively	509,285	432,790
Notes payable	31,126	32,116
Derivative liability	1,287,942	1,080,589
Convertible preferred Series B stock liability	583,000	-
Total Liabilities	2,700,002	2,030,459

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 authorized shares with a par value of $0.001 per share
Issued and outstanding:
1,747,678 and 1,074,255 shares, respectively	1,748	1,074
Additional paid-in capital	4,324,287	3,938,057
Accumulated deficit	(6,970,208)	(5,946,338)
Total Stockholders’ Deficit	(2,643,673)	(2,006,707)

Total Liabilities and Stockholders’ Deficit	56,329	23,752

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

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Condensed Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

	For the three months ended January 31, 2020 $	For the three months ended January 31, 2019 $	For the nine months ended January 31, 2020 $	For the nine months ended January 31, 2019 $

Operating Expenses

(Recovery) bad debt	–	–	(1,569)	5,051
Consulting fees	–	–	–	8,619
General and administrative	35,921	(1,734)	43,677	11,687
Professional fees	11,815	–	51,687	–
Management fees	5,030	–	38,030	–

Total Operating Expenses	52,766	(1,734)	131,825	25,357

Net Operating Income (Loss)	(52,766)	1,734	(131,825)	(25,357)

Other Income (Expenses)

Gain (loss) on change in fair value of derivative liability	(238,751)	(67,058)	(460,346)	330,888
Interest expense	(84,731)	(15,699)	(141,079)	(191,991)
Gain (loss) on extinguishment of debt	(498)	–	(290,620)	8,977

Total Other Income (Expenses)	(328,980)	(82,757)	(892,045)	147,874

Net Income (Loss)	(376,746)	(81,023)	(1,023,870)	122,517
Net Income (Loss) Per Share, Basic	(0.22)	(0.08)	(0.72)	0.12
Net Income (Loss) Per Share, Diluted	(0.22)	(0.08)	(0.72)	(0.00)
Weighted Average Shares Outstanding – Basic	1,676,778	1,074,255	1,421,618	1,000,029
Weighted Average Shares Outstanding – Diluted	1,676,778	1,074,255	1,421,618	841,322,050

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

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Consolidated Statement of Stockholders Deficit

(Expressed in US dollars)

For the three months ended January 31, 2019 and 2020

(unaudited)

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$

Balance – October 31, 2018	500,000	500	1,074,255	1,074	3,938,057	(5,205,711)	(1,266,080)

Net loss	–	–	–	–	–	(81,023)	(81,023)

Balance – January 31, 2019	500,000	500	1,074,255	1,074	3,938,057	(5,286,734)	(1,347,103)

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$

Balance – October 31, 2019	500,000	500	1,660,708	1,661	4,250,882	(6,593,462)	(2,340,419)

Shares issued upon conversion of notes payable	–	–	86,970	87	8,610	–	8,697

Beneficial conversion feature on convertible debt	–	–	–	–	64,795	–	64,795


Net loss	–	–	–	–	–	(376,746)	(376,746)

Balance – January 31, 2020	500,000	500	1,747,678	1,748	4,324,287	(6,970,208)	(2,643,673)

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

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Consolidated Statements of Stockholder’s Deficit

(Expressed in US dollars)

For the nine months ended January 31, 2019 and 2020

(unaudited)

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$

Balance – April 30, 2018	500,000	500	628,664	628	3,883,787	(5,409,251)	(1,524,336)

Shares issued upon conversion of notes payable	–	–	445,591	446	54,270	–	54,716

Net income	–	–	–	–	–	122,517	122,517

Balance – January 31, 2019	500,000	500	1,074,255	1,074	3,938,057	(5,286,734)	(1,347,103)

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$

Balance – April 30, 2019	500,000	500	1,074,255	1,074	3,938,057	(5,946,338)	(2,006,707)

Shares issued upon conversion of notes payable	–	–	673,423	674	290,973	–	291,647

Beneficial conversion feature on convertible debt	–	–	–	–	95,257	–	95,257


Net loss	–	–	–	–	–	(1,023,870)	(1,023,870)

Balance – January 31, 2020	500,000	500	1,747,678	1,748	4,324,287	(6,970,208)	(2,643,673)

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

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Condensed Consolidated Statements of Cashflow

(Expressed in US dollars)

(unaudited)

	For the nine months ended January 31, 2020 $	For the nine months ended January 31, 2019 $

Operating Activities

Net income (loss)	(1,023,870)	122,517

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of discount on convertible debt payable	48,055	150,098
Bad debts	–	5,051
Conversion penalties related to conversion of convertible note	3,000	5,833
Loss (Gain) on change in fair value of derivative liability	460,346	(330,888)
Preferred shares issued for management fees	33,000	–
Loss (gain) on settlement of debt	290,620	(8,977)
Original issue discount	14,563	–

Changes in operating assets and liabilities:

Prepaid expense	–	8,619
Accounts payable and accrued liabilities	91,202	40,795
Due to related parties	31	-

Net Cash Used In Operating Activities	(83,053)	(6,952)

Financing Activities

Proceeds from convertible debenture	115,630	–

Net Cash Provided by Financing Activities	115,630	–

Increase (decrease) in Cash	32,577	(6,952)

Cash – Beginning of Period	23,752	10,129

Cash – End of Period	56,329	3,177

Supplemental Disclosures

Interest paid	–	–
Income tax paid	–	–

Non-cash investing and financing activities

Beneficial conversion feature	95,257	–
Common stock issued for conversion of convertible debentures	291,647	54,716
Series B preferred shares issued for settlement of accounts and notes payable	550,000	–

VERDE BIO HOLDINGS, INC.

(FORMERLY 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

Verde Bio Holdings, Inc. (formerly 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 oil and gas exploration and investment.

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 January 31, 2020, the Company has not recognized significant revenue, has a working capital deficit of $2,643,673, and has an accumulated deficit of $6,970,208. 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, 2019. 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.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies

(c)Basic and Diluted Net 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 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 January 31, 2020, the Company had 2,120,644,619 (January 31, 2019 – 840,322,050) potentially dilutive common shares outstanding. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) per share (the three-month periods are not included in the table below because the diluted net income (loss) per share are the same as the basic net income (loss) per share).

	January 31, 2020	January 31, 2019
Net income (loss)	(1,023,870)	122,517
Add back: interest expense, convertible notes	–	41,133
Less: gain on change in fair value of derivative liability	–	(330,888)
Adjusted net income (loss) for dilutive EPS	(1,023,870)	(167,238)
Weighted average number of common shares - Basic	1,421,618	1,000,029
EPS – Basic	(0.72)	0.12
Effect of dilutive securities, convertible notes and preferred series A and B shares	–	840,322,050
Weighted average number of common shares – Dilutive	1,421,618	841,322,079
EPS - Dilutive	(0.72)	(0.00)

(d)Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. The recorded

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued)

values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(e)Recent 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 Company adopted the standard on May 1, 2019. 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 nine months ended January 31, 2020, the Company incurred $33,000 (2018 - $nil) in management fees to the former President and Director of the Company, which was paid in Convertible Preferred Series B shares (see Note 7). The Company also incurred an amount payable of $31 related to payment of operating expenses.

4.Notes Payable

(a) As at January 31, 2020, the Company owed $3,626 (April 30, 2019 - $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 July 31, 2016. The notes bear a default interest rate of 18% per annum.

(b)As at January 31, 2020, the Company owed $10,000 (April 30, 2019 - $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 July 6, 2017. The note bears a default interest rate of 12% per annum.

(c)As at January 31, 2020, the Company owed $2,500 (April 30, 2019 - $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 was due on February 1, 2018. The note bears a default interest rate of 12% per annum.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

4.Notes Payable (continued)

(d)As at January 31, 2020, the Company owed $15,000 (April 30, 2019 - $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 was 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%. During the year ended April 30, 2019, the Company incurred $1,020 in penalties that were added to the principal balance of the note.

(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 pre-default and 20% per annum thereafter, and was 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 nine months ended January 31, 2020, the Company incurred a $nil (year ended April 30, 2019 - $38,965) 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 January 31, 2020, the loan was in default and the carrying value of the note was $93,965 (April 30, 2019 - $93,965).

(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%. During the nine months ended

January 31, 2020, the Company incurred $nil (year ended April 30, 2019, $27,902) in penalties that were added to the principal balance of the note.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

of $36,450, of which $6,450 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $36,450. As at January 31, 2020, the loan was in default and the carrying value of the note was $64,352 (April 30, 2019 - $64,352).

(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 was accreted over the term of the convertible note up to the face value of $57,250. During the nine months ended January 31, 2020, the Company issued 417,948 shares of common stock for the conversion of $18,044 of accrued interest and $3,000 of conversion fees and finance costs. During the year ended April 30, 2019, the Company issued 167,930 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 January 31, 2020, the loan was in default and the carrying value of the note was $55,341 (April 30, 2019 - $55,341).

(e)On July 19, 2017, the Company issued a convertible debenture, to a non-related party, in the amount 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 was due on July 19, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 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%. During the year ended April 30, 2019, the Company incurred $854 in penalties that were added to the principal balance of the note.

During the nine months ended January 31, 2020, the Company issued 255,475 shares of common stock for the conversion of $6,496 of the note and $2,446 of accrued interest. During the year ended April 30, 2019, the Company issued 277,661 shares of common stock for the conversion of $13,196 of the note and $1,395 of accrued interest. As at January 31, 2020, the loan was in default, the carrying value of the note was $2,902 (April 30, 2019 - $9,398), and the unamortized total discount was $nil (April 30, 2019 - $nil).

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 January 31, 2020, and at the date of filing, no proceeds have been received on the collateralized secured promissory note or the back-end note.

(f)On October 4, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $36,000, which was the first tranche of a convertible debenture totaling $102,000 (the “October 4, 2017 Agreement”). Pursuant to the October 4, 2017 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

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

interest at 10% per annum, and was 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%. During the year ended April 30, 2019, the Company incurred $21,910 in penalties that were added to the principal balance of the note.

(g)On September 28, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was 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 was accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2019, the Company recorded a $3,333 principal penalty. As at January 31, 2020, the loan was in default, the carrying value of the note was $36,666 (April 30, 2019 - $36,666), and the unamortized total discount was $nil (April 30, 2019 - $nil).

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 January 31, 2020, 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, in the amount of $33,000, which was the second tranche of the October 4, 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 was 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%. During the year ended April 30, 2019, the Company incurred $20,084 in penalties that were added to the principal balance of the note.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at January 31, 2020, the loan was in default, the carrying value of the note was $53,084 (April 30, 2019 - $53,084), and the unamortized total discount was $nil (April 30, 2019 - $nil).

(i)On December 26, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000, which was the final tranche of the October 4, 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 was 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%. During the year ended April 30, 2019, the Company incurred $20,084 in penalties that were added to the principal balance of the note.

(j)On March 15, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $36,000. 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 (20% default interest rate), and is due on December 15, 2019. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.

(k)On September 12, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000. Pursuant to the agreement, the note was issued with an original issue discount of $3,000 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 (20% default interest rate), and is due on June 12, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.078. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $30,462 as additional paid-in capital and reduced the carrying value of the convertible note to $2,538. The carrying value will be accreted over the term of the convertible notes up to their face value of $33,000.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

As at January 31, 2020, the carrying value of the convertible notes was $9,442 (April 30, 2019 - $nil) and had an unamortized discount of $23,558 (April 30, 2019 - $nil). During the nine months ended January 31, 2020, the Company recorded accretion expense of $6,904 (2019 - $nil).

(l)On November 13, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $28,193. Pursuant to the agreement, the note was issued with an original issue discount of $2,563 and as such the purchase price was $25,630. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on August 13, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $18,795 as additional paid-in capital and reduced the carrying value of the convertible note to $9,398. The carrying value will be accreted over the term of the convertible notes up to their face value of $28,193.

As at January 31, 2020, the carrying value of the convertible notes was $13,176 (April 30, 2019 - $nil) and had an unamortized discount of $15,017 (April 30, 2019 - $nil). During the nine months ended January 31, 2020, the Company recorded accretion expense of $3,778 (2019 - $nil).

(m)On January 14, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $35,000. Pursuant to the agreement, the note was issued with an original issue discount of $5,000 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 (20% default interest rate), and is due on October 14, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.06. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $23,333 as additional paid-in capital and reduced the carrying value of the convertible note to $11,667. The carrying value will be accreted over the term of the convertible notes up to their face value of $35,000.

As at January 31, 2020, the carrying value of the convertible notes was $12,606 (April 30, 2019 - $nil) and had an unamortized discount of $22,394 (April 30, 2019 - $nil). During the nine months ended January 31, 2020, the Company recorded accretion expense of $939 (2019 - $nil).

(n)On January 23, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $68,000. Pursuant to the agreement, the note was issued with an original issue discount of $8,000 and as

such the purchase price was $60,000. During the nine months ended January 31, 2020, the Company received the first tranche totaling $30,000 and recognized an original issue discount of $4,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on October 23, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $22,667 as additional paid-in capital and reduced the carrying value of the convertible note to $11,767. The carrying value will be accreted over the term of the convertible notes up to their face value of $34,000.

As at January 31, 2020, the carrying value of the convertible notes was $11,768 (April 30, 2019 - $nil) and had an unamortized discount of $22,232 (April 30, 2019 - $nil). During the nine months ended January 31, 2020, the Company recorded accretion expense of $434 (2019 - $nil).

VERDE BIO HOLDINGS, INC.

(FORMERLY 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 nine months ended January 31, 2020, the Company recorded a loss on the change in fair value of derivative liability of $460,346 (January 31, 2019 – gain of $330,888). As at January 31, 2020, the Company recorded a derivative liability of $1,287,942 (April 30, 2019 - $1,080,589).

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

					$

Balance, April 30, 2019					1,080,589
Adjustment for conversion					(252,993)
Mark to market adjustment at January 31, 2020					460,346

Balance, January 31, 2020					1,287,942

7.Convertible Preferred Series B Stock Liability

On June 13, 2019, the Company designated 1,000,000 shares of preferred stock as Series B. The holders of Series B preferred shares are not entitled to receive dividends except as may be declared by the Board at its sole and absolute discretion. Each Series B preferred share is convertible into common shares according to the following formula: the Stated Value of $1.10 per share of Series B preferred stock divided by the closing price of the Common Stock on the day prior to the conversion. Holders of Series B preferred stock shall not have voting rights.

On June 17, 2019, the Company issued 530,000 shares of Series B preferred stock, at a value of $583,000 based on the stated value of $1.10 per share, in exchange for the settlement of accounts payable of $266,523, notes payable of $990, accrued interest of $535, management fees of $33,000. The transaction resulted in a loss on settlement of debt of $281,952. Because the Series B shares represent an unconditional obligation that the Company must or may settle in a variable number of its equity shares and the monetary value of the obligation is

predominantly based on a fixed monetary amount ($1.10 worth of common stock), the 530,000 shares with a balance of $583,000 is recorded as a liability on the balance sheet.

8.Common Shares

During the nine months ended January 31, 2020, the Company issued an aggregate of 673,423 common shares with a fair value of $291,647 upon the conversion of $6,496 of convertible debentures, $252,993 of derivative liabilities, $20,490 of accrued interest, and $3,000 in conversion fees resulting in a loss on settlement of debt of $8,668. The remaining loss settlement of debt relates to the issuance of the Series B preferred stock. See Note 7.

On November 17, 2017, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. Additionally, on February 14, 2020, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. The impact of these reverse stock splits has been applied on a retroactive basis.

VERDE BIO HOLDINGS, INC.

(FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

9.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 at a factor of 10,000 Series A shares for 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.

Convertible Preferred Series B stock – see Note 7.

10.Commitments and Contingencies

On February 19, 2019, the former 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 restricting some of its outstanding debt. This transaction was completed on November 22, 2019.

11.Subsequent Events

On February 1, 2020, the Company signed a consulting services agreement with an unrelated party to be paid in 500,000 shares of common stock and $5,000 per month for the duration of the contract. This agreement has been terminated, however, the Company anticipates issuing the 500,000 shares in the future.

On February 5, 2020, the Company signed a joint venture agreement for a 25% share in the Hemp seed and genetics industry. The Company has committed to contribute $300,000 to the joint venture on a to be mutually agreed upon schedule. Additionally, the Company will issue 1,500,000 common shares to the other members of the joint venture as compensation for their initial contributions. On May 11, 2020, the agreement was terminated with no shares issued or contributions made.

On March 25, 2020, the Company issued a convertible promissory note to an unrelated party for $13,000. Pursuant to the agreement, the note was issued with a 10% original issue discount and with $2,000 being withheld by the Holder to offset transaction costs. As such the purchase price was $9,700. The note is convertible into common stock of the Company at $0.018, which equals 60% multiplied by the lowest Trading Price for the Common Stock on the Trading Day preceding the execution of the note. The promissory note shall bear interest at 10% per annum and is due on December 25, 2020.

On May 1, 2020, the Company signed a consulting services agreement with an unrelated party to be paid in 2,000,000 shares of common stock upon the execution of the agreement and $5,000 per month for the duration of the contract beginning July 31, 2021. These shares have not yet been issued.

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

	January 31, 2020	April 30, 2019
	$	$
	(unaudited)
Current Assets	56,329	23,752
Current Liabilities	2,700,002	2,030,459
Working Capital (Deficit)	(2,623,673)	(2,006,707)

Cash Flows

	January 31, 2020	January 31, 2019
	$	$
	(unaudited)
Cash Flows used in Operating Activities	(83,053)	(6,952)
Cash Flows from (used in) Investing Activities	-	-

Cash Flows from Financing Activities	115,630		-
Net increase (decrease) in Cash During Period	32,577		(6,952)

Operating Revenues

During the three and nine months ended January 31, 2020 and 2019, the Company recorded revenues of $0 and $0, respectively.

Operating Expenses and Net Loss

During the three months ended January 31, 2020, the Company recorded operating expenses of $52,766 compared to operating expenses of ($1,734) for the three months ended January 31, 2019. The increase in operating expenses is due to an increase in general and administrative fees of $37,655, an increase in professional fees of $11,815 and an increase in management fees of $5,030.

Net loss for the three months ended January 31, 2020 was $376,746 compared to a net loss of $81,023 during the three months ended January 31, 2019. In addition to operating expenses, in the three months ended January 31, 2020, the Company incurred a loss on the change in fair value of derivative liability of $238,751 and interest expense of $84,731 relating to interest on outstanding convertible notes. Comparatively, the Company incurred a loss of $67,058 on the change in fair value of the derivative liability and interest expense of $15,699 for the three months ended January 31, 2019.

During the nine months ended January 31, 2020, the Company recorded operating expenses of $131,825 compared with $25,357 for the nine months ended January 31, 2019. The increase in operating expenses of $106,468 reflected an increase in management fees of $38,030, an increase in professional fees of $51,687 and an increase in general and administrative fees of $31,990, partially offset by a decrease in the payment of consulting fees of $8,619, and an decrease in bad debt of $6,620. The increases in professional expenses is primarily associated with bringing the Company current in its filings.

Net loss for the nine months ended January 31, 2020 was $1,023,870 as compared with net income of $122,517 during the nine months ended January 31, 2019. In addition to the increase in operating expenses, the Company recorded a $460,346 loss on the change in fair value of derivative liability, $141,079 in interest, and a loss on settlement of debt of $290,620. During the nine months ended January 31, 2019, the Company recorded a $330,888 gain on the change in fair value of derivative liability, $191,991 of interest expense and $8,977 gain on settlement of debt. The increase in the net loss during the current year was due largely to an increase in operating expenses, the issuance of Series B Preferred Stock to the Company’s in exchange for $33,000 in management fees, the loss of fair value on derivative liability and to a larger loss with regards to the change in the loss on extinguishment of debt of $299,597.

For the nine months ended January 31 2020, the Company recorded a loss per share of $0.72 as compared with net income per share basic of $0.12 per share and net loss per share dilutive of $0.00 per share for the nine months ended January 31, 2019.

Liquidity and Capital Resources

As of January 31, 2020, the Company's total asset balance was, $56,329, compared to $23,752 as of April 30, 2019. The increase in total assets was due to an increase in cash in the amount of $32,577.

As of January 31, 2020, the Company had total liabilities of 2,700,002 compared with total liabilities of $2,030,459 as at April 30, 2019. The increase in total liabilities was due to a decrease in accounts payable of $196,346 and an increase of convertible debt of $76,495, an increase in derivative liability of $207,353, and preferred stock liability of $583,000.

As of January 31, 2020, the Company had a working capital deficit of $2,643,673 compared with $2,006,707 as of April 30, 2019. The change in working capital deficit was primarily due to the added preferred stock liability of $583,000.

Cash Flow from Operating Activities

During the nine months ended January 31, 2020, the Company used $83,053 of cash for operating activities compared with $6,952 of cash for operating activities during the nine months ended January 31 2019. The increase in cash used for operating activities was due to a decrease in the amortization of discount on convertible debt payable, the issuance of preferred shares for management fee, a decrease in the loss on change in fair value of derivative liability, default and conversion fees, original issue discount and prepaid expenses offset by an increase in interest and penalties accrued on convertible debt.

Cash Flow from Investing Activities

During the nine months ended January 31, 2020 and 2019, the Company did not have any investing activities.

Cash Flow from Financing Activities

During the nine months ended January 31, 2020, the Company received $115,630 of cash from financing activities consisting of $115,630 from the issuance of convertible debentures compared to $0 received during the nine months ended January 31, 2019.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. At January 31, 2020, the Company has not recognized significant revenue, has a working capital deficit of $2,643,673, and has an accumulated deficit of $6,970,208. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern The unaudited financial statements included in this report on Form 10-Q does 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.

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.

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 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 planned acquisitions and exploration activities.

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

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

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective for the reasons discussed in our annual 10-K filing.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January 31 2020, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our 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.

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.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		VERDE BIO HOLDINGS, INC. (FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)

Dated: May 12, 2020		/s/ Scott Cox
	By:	Scott Cox
	Its:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

Pursuant to the requirement of the Securities Exchange Act of 1934, 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: May 12, 2020	By:	/s/ Scott Cox
	Its:	Scott Cox, Director

EX-31.1 2 aphd_ex31z1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION

I, Scott Cox, certify that:

1. I have reviewed this quarterly report for the period ended January 31, 2020 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 small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officers 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 small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, 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 small business issuer’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 small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

Date: May 12, 2020

/s/ SCOTT COX
Scott Cox, Chief Executive Officer

Appiphany Technologies Holdings Corp.

EX-31.2 3 aphd_ex31z2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION

I, Scott Cox, certify that:

1. I have reviewed this quarterly report for the period ended January 31, 2020 on Form 10-Q of Appiphany Technologies Holdings Corp.;

(a)

(b)

(c)

(d)

E-2

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: May 12, 2020

/s/ SCOTT COX
Scott Cox, Principal Financial Officer

Appiphany Technologies Holdings Corp.

E-2

EX-32.1 4 aphd_ex32z1.htm EXHIBIT 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Appiphany Technologies Holdings Corp. (the “Company”) on Form 10-Q for the period ended January 31 ,2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Cox, Principal Executive Officer and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 12, 2020

/s/ SCOTT COX
Scott Cox, Chief Executive Officer

Appiphany Technologies Holdings Corp.

EX-32.2 5 aphd_ex32z2.htm EXHIBIT 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Appiphany Technologies Holdings Corp. (the “Company”) on Form 10-Q for the period ended January 31 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Cox, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 12, 2020

/s/ SCOTT COX
Scott Cox, Principal Financial Officer

Appiphany Technologies Holdings Corp.

EX-101.CAL 6 aphd-20200131_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 7 aphd-20200131_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.INS 8 aphd-20200131.xml XBRL INSTANCE DOCUMENT 0001490054 --04-30 10-Q true 2020-01-31 000-54524 APPIPHANY TECHNOLOGIES HOLDINGS CORP NV 30-0678378 5 Cowboys Way Suite 300 Frisco TX 75034 972 217 4080 Yes Yes Non-accelerated Filer true false false 1829867 false 2020 Q3 false

35921 -1734 43677 11687

<kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>1.</kbd>Nature of Operations and Continuance of Business   Verde Bio Holdings, Inc. (formerly 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 oil and gas exploration and investment.Going ConcernThese 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 January 31, 2020, the Company has not recognized significant revenue, has a working capital deficit of $2,643,673, and has an accumulated deficit of $6,970,208. 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 Companys 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 Companys 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.

2010-02-24 -2643673

-6970208

<kbd style='position:absolute;font:8pt Arial;margin-left:18pt'>(a)</kbd><kbd style='margin-left:41.5pt'></kbd>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, 2019. 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 Companys 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 Companys fiscal year end is April 30.

<kbd style='position:absolute;font:8pt Arial;margin-left:18pt'>(b)</kbd><kbd style='margin-left:41.5pt'></kbd>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 Companys estimates.

0 330888 -1023870 -167238

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>(d)</kbd><kbd style='margin-left:23.5pt'></kbd>Fair Value Measurements  The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:Level 1  quoted prices for identical instruments in active markets;Level 2  quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; andLevel 3  fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.Financial instruments consist principally of cash, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of Level 3 during the periods presented. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>(e)</kbd><kbd style='margin-left:23.5pt'></kbd>Recent 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 Company adopted the standard on May 1, 2019. 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.

<kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>3.</kbd>Related Party Transactions   During the nine months ended January 31, 2020, the Company incurred $33,000 (2018 - $nil) in management fees to the former President and Director of the Company, which was paid in Convertible Preferred Series B shares (see Note 7).  The Company also incurred an amount payable of $31 related to payment of operating expenses.

33000

<kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>4.</kbd>Notes Payable  <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>(a) </kbd>As at January 31, 2020, the Company owed $3,626 (April 30, 2019 - $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 July 31, 2016. The notes bear a default interest rate of 18% per annum.   <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>(b)</kbd>As at January 31, 2020, the Company owed $10,000 (April 30, 2019 - $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 July 6, 2017. The note bears a default interest rate of 12% per annum.  <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>(c)</kbd>As at January 31, 2020, the Company owed $2,500 (April 30, 2019 - $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 was due on February 1, 2018. The note bears a default interest rate of 12% per annum. <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>(d)</kbd>As at January 31, 2020, the Company owed $15,000 (April 30, 2019 - $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.

convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Companys 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 Companys common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.

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 Companys common stock of the fifteen prior trading days immediately preceding the issuance of the note.

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 Companys 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%.

convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Companys 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%.

Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note

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 Companys 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 Companys common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.

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%.

7833

33333

36666

Included in the convertible debenture agreement is a back end note for up to $33,333

convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Companys common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.

convertible into common shares of the Company at a conversion price $0.078. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.

convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature

convertible into common shares of the Company at a conversion price $0.06. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature

<kbd style='position:absolute;font:8pt Arial;margin-left:-4.5pt'>7.</kbd><kbd style='margin-left:13.5pt'></kbd>Convertible Preferred Series B Stock Liability  On June 13, 2019, the Company designated 1,000,000 shares of preferred stock as Series B. The holders of Series B preferred shares are not entitled to receive dividends except as may be declared by the Board at its sole and absolute discretion. Each Series B preferred share is convertible into common shares according to the following formula: the Stated Value of $1.10 per share of Series B preferred stock divided by the closing price of the Common Stock on the day prior to the conversion. Holders of Series B preferred stock shall not have voting rights. On June 17, 2019, the Company issued 530,000 shares of Series B preferred stock, at a value of $583,000 based on the stated value of $1.10 per share, in exchange for the settlement of accounts payable of $266,523, notes payable of $990, accrued interest of $535, management fees of $33,000. The transaction resulted in a loss on settlement of debt of $281,952.  Because the Series B shares represent an unconditional obligation that the Company must or may settle in a variable number of its equity shares and the monetary value of the obligation is predominantly based on a fixed monetary amount ($1.10 worth of common stock), the 530,000 shares with a balance of $583,000 is recorded as a liability on the balance sheet.

530000

281952

<kbd style='position:absolute;font:8pt Arial;margin-left:-4.5pt'>8.</kbd><kbd style='margin-left:13.5pt'></kbd>Common Shares  During the nine months ended January 31, 2020, the Company issued an aggregate of 673,423 common shares with a fair value of $291,647 upon the conversion of $6,496 of convertible debentures, $252,993 of derivative liabilities, $20,490 of accrued interest, and $3,000 in conversion fees resulting in a loss on settlement of debt of $8,668.  The remaining loss settlement of debt relates to the issuance of the Series B preferred stock.  See Note 7. On November 17, 2017, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. Additionally, on February 14, 2020, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. The impact of these reverse stock splits has been applied on a retroactive basis.

<kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>9.</kbd>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 at a factor of 10,000 Series A shares for 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.   Convertible Preferred Series B stock  see Note 7.

500000

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 at a factor of 10,000 Series A shares for 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.

<kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>10.</kbd>Commitments and Contingencies On February 19, 2019, the former 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 restricting some of its outstanding debt. This transaction was completed on November 22, 2019.

<kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>11.</kbd>Subsequent Events  On February 1, 2020, the Company signed a consulting services agreement with an unrelated party to be paid in 500,000 shares of common stock and $5,000 per month for the duration of the contract. This agreement has been terminated, however, the Company anticipates issuing the 500,000 shares in the future. On February 5, 2020, the Company signed a joint venture agreement for a 25% share in the Hemp seed and genetics industry. The Company has committed to contribute $300,000 to the joint venture on a to be mutually agreed upon schedule. Additionally, the Company will issue 1,500,000 common shares to the other members of the joint venture as compensation for their initial contributions. On May 11, 2020, the agreement was terminated with no shares issued or contributions made.  On March 25, 2020, the Company issued a convertible promissory note to an unrelated party for $13,000. Pursuant to the agreement, the note was issued with a 10% original issue discount and with $2,000 being withheld by the Holder to offset transaction costs. As such the purchase price was $9,700. The note is convertible into common stock of the Company at $0.018, which equals 60% multiplied by the lowest Trading Price for the Common Stock on the Trading Day preceding the execution of the note. The promissory note shall bear interest at 10% per annum and is due on December 25, 2020. On May 1, 2020, the Company signed a consulting services agreement with an unrelated party to be paid in 2,000,000 shares of common stock upon the execution of the agreement and $5,000 per month for the duration of the contract beginning July 31, 2021.  These shares have not yet been issued.

2020-02-01

Company signed a consulting services agreement with an unrelated party

2020-02-05

Company signed a joint venture agreement for a 25% share in the Hemp seed and genetics industry

2020-03-25

Company issued a convertible promissory note to an unrelated party

13000

0.1000

The note is convertible into common stock of the Company at $0.018, which equals 60% multiplied by the lowest Trading Price for the Common Stock on the Trading Day preceding the execution of the note. The promissory note shall bear interest at 10% per annum and is due on December 25, 2020

2020-05-01

the Company signed a consulting services agreement with an unrelated party

9. Preferred Shares (Details) - shares	Apr. 18, 2017	Jan. 31, 2020	Jun. 17, 2019	Apr. 30, 2019
Preferred Stock, Shares Issued			530,000
Series A Preferred Stock
Preferred Stock, Shares Issued	500,000	500,000		500,000
Series A Preferred Stock \| 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 at a factor of 10,000 Series A shares for 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 13 R31.htm IDEA: XBRL DOCUMENT

6. Derivative Liability (Details) - USD ($)	9 Months Ended
6. Derivative Liability (Details) - USD ($)	Jan. 31, 2020	Jan. 31, 2019	Apr. 30, 2019
Details
Derivative, Loss on Derivative	$ 460,346
Derivative, Gain on Derivative		$ 330,888
Derivative liability	$ 1,287,942		$ 1,080,589

XML 14 R2.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets - USD ($)	Jan. 31, 2020	Apr. 30, 2019
Current Assets
Cash	$ 56,329	$ 23,752
Total Assets	56,329	23,752
Current Liabilities
Accounts payable and accrued liabilities	288,618	484,964
Due to related parties	31	0
Convertible debentures, net of unamortized discount of $83,202 and $36,000, respectively	509,285	432,790
Notes payable	31,126	32,116
Derivative liability	1,287,942	1,080,589
Convertible preferred Series B stock liability	583,000	0
Total Liabilities	2,700,002	2,030,459
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 authorized shares with a par value of $0.001 per share issued and outstanding: 1,747,678 and 1,074,255 shares, respectively	1,748	1,074
Additional paid-in capital	4,324,287	3,938,057
Accumulated deficit	(6,970,208)	(5,946,338)
Total Stockholders' Deficit	(2,643,673)	(2,006,707)
Total Liabilities and Stockholders' Deficit	$ 56,329	$ 23,752

XML 15 R6.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jan. 31, 2020	Jan. 31, 2019
Operating Activities
Net Income (Loss)	$ (1,023,870)	$ 122,517
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of discount on convertible debt payable	48,055	150,098
Bad debts	0	5,051
Conversion penalties related to conversion of convertible note	3,000	5,833
Loss (Gain) on change in fair value of derivative liability	460,346	(330,888)
Preferred shares issued for management fees	33,000	0
Loss (gain) on settlement of debt	290,620	(8,977)
Original issue discount	14,563	0
Changes in operating assets and liabilities:
Prepaid expense	0	8,619
Accounts payable and accrued liabilities	91,202	40,795
Due to related parties	31	0
Net Cash Used In Operating Activities	(83,053)	(6,952)
Financing Activities
Proceeds from convertible debenture	115,630	0
Net Cash Provided by Financing Activities	115,630	0
Increase (decrease) in Cash	32,577	(6,952)
Cash - Beginning of Period	23,752	10,129
Cash - End of Period	56,329	3,177
Supplemental Disclosures
Interest paid	0	0
Income tax paid	0	0
Non-cash investing and financing activities
Beneficial conversion feature	95,257	0
Common stock issued for conversion of convertible debentures	291,647	54,716
Series B preferred shares issued for settlement of accounts and notes payable	$ 550,000	$ 0

XML 16 R12.htm IDEA: XBRL DOCUMENT

6. Derivative Liability

9 Months Ended

Jan. 31, 2020

Notes

6. Derivative Liability

6.Derivative Liability

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

					$

Balance, April 30, 2019					1,080,589
Adjustment for conversion					(252,993)
Mark to market adjustment at January 31, 2020					460,346

Balance, January 31, 2020					1,287,942

XML 17 R16.htm IDEA: XBRL DOCUMENT

10. Commitments and Contingencies

9 Months Ended

Jan. 31, 2020

Notes

10. Commitments and Contingencies

10.Commitments and Contingencies

2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Policies)

9 Months Ended

Jan. 31, 2020

Policies

(c)Basic and Diluted Net Loss per Share

	January 31, 2020	January 31, 2019
Net Income (Loss)	(1,023,870)	122,517
Add back: interest expense, convertible notes	–	41,133
Less: gain on change in fair value of derivative liability	–	(330,888)
Adjusted net income (loss) for dilutive EPS	(1,023,870)	(167,238)
Weighted average number of common shares - Basic	1,421,618	1,000,029
EPS – Basic	(0.72)	0.12
Effect of dilutive securities, convertible notes and preferred series A and B shares	–	840,322,050
Weighted average number of common shares – Dilutive	1,421,618	841,322,050
EPS - Dilutive	(0.72)	(0.00)

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6. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Tables)

9 Months Ended

Jan. 31, 2020

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

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

					$

Balance, April 30, 2019					1,080,589
Adjustment for conversion					(252,993)
Mark to market adjustment at January 31, 2020					460,346

Balance, January 31, 2020					1,287,942

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3. Related Party Transactions (Details) - USD ($)	9 Months Ended
3. Related Party Transactions (Details) - USD ($)	Jan. 31, 2020	Jan. 31, 2019
President
Management Fee Expense	$ 33,000	$ 0

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4. Notes Payable (Details) - USD ($)	Jan. 31, 2020	Apr. 30, 2019
Notes payable	$ 31,126	$ 32,116
Note Payable One
Notes payable	$ 3,626	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%

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2. Summary of Significant Accounting Policies: (d) Fair Value Measurements (Policies)

9 Months Ended

Jan. 31, 2020

Policies

(d) Fair Value Measurements

(d)Fair Value Measurements

Level 1 – quoted prices for identical instruments in active markets;

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

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1. Nature of Operations and Continuance of Business (Details) - USD ($)	9 Months Ended
	Jan. 31, 2020	Apr. 30, 2019
Details
Entity Incorporation, Date of Incorporation	Feb. 24, 2010
Working Capital (Deficit)	$ (2,643,673)
Accumulated deficit	$ (6,970,208)	$ (5,946,338)

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3. Related Party Transactions
9 Months Ended

Jan. 31, 2020

Notes

3. Related Party Transactions
3.Related Party Transactions
During the nine months ended January 31, 2020, the Company incurred $33,000 (2018 - $nil) in management fees to the former President and Director of the Company, which was paid in Convertible Preferred Series B shares (see Note 7). The Company also incurred an amount payable of $31 related to payment of operating expenses.

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9. Preferred Shares
9 Months Ended

Jan. 31, 2020

Notes

9. Preferred Shares
9.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 at a factor of 10,000 Series A shares for 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.

Convertible Preferred Series B stock – see Note 7.

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Document and Entity Information - shares
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Apr. 28, 2020

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Registrant CIK 0001490054

Fiscal Year End --04-30

Registrant Name APPIPHANY TECHNOLOGIES HOLDINGS CORP

SEC Form 10-Q

Period End date Jan. 31, 2020

Tax Identification Number (TIN) 30-0678378

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9 Months Ended

Jan. 31, 2020

Policies

(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.

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Consolidated Statement of Stockholder's Deficit - USD ($)

Preferred Stock

Common Stock

Additional Paid-in Capital

Retained Earnings

Total

Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2018 $ 500 $ 628 $ 3,883,787 $ (5,409,251) $ (1,524,336)

Shares, Outstanding, Beginning Balance at Apr. 30, 2018 500,000 628,664

Common stock issued for conversion of convertible debentures $ 0 $ 446 54,270 0 54,716

Stock Issued During Period, Shares, Conversion of Convertible Securities 445,591

Beneficial conversion feature 0

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Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2019 $ 500 $ 1,074 3,938,057 (5,286,734) (1,347,103)

Stockholders' Equity Attributable to Parent, Beginning Balance at Oct. 31, 2018 $ 500 $ 1,074 3,938,057 (5,205,711) (1,266,080)

Shares, Outstanding, Beginning Balance at Oct. 31, 2018 500,000 1,074,255

Net Income (Loss) $ 0 $ 0 0 (81,023) (81,023)

Shares, Outstanding, Ending Balance at Jan. 31, 2019 500,000 1,074,255

Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2019 $ 500 $ 1,074 3,938,057 (5,286,734) (1,347,103)

Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2019 $ 500 $ 1,074 3,938,057 (5,946,338) (2,006,707)

Shares, Outstanding, Beginning Balance at Apr. 30, 2019 500,000 1,074,255

Common stock issued for conversion of convertible debentures $ 0 $ 674 290,973 0 291,647

Stock Issued During Period, Shares, Conversion of Convertible Securities 673,423

Beneficial conversion feature 0 $ 0 95,257 0 95,257

Net Income (Loss) $ 0 $ 0 0 (1,023,870) (1,023,870)

Shares, Outstanding, Ending Balance at Jan. 31, 2020 500,000 1,747,678

Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2020 $ 500 $ 1,748 4,324,287 (6,970,208) (2,643,673)

Stockholders' Equity Attributable to Parent, Beginning Balance at Oct. 31, 2019 $ 500 $ 1,661 4,250,882 (6,593,462) (2,340,419)

Shares, Outstanding, Beginning Balance at Oct. 31, 2019 500,000 1,660,708

Common stock issued for conversion of convertible debentures $ 0 $ 87 8,610 0 8,697

Stock Issued During Period, Shares, Conversion of Convertible Securities 86,970

Beneficial conversion feature 0 $ 0 64,795 0 64,795

Net Income (Loss) $ 0 $ 0 0 (376,746) (376,746)

Shares, Outstanding, Ending Balance at Jan. 31, 2020 500,000 1,747,678

Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2020 $ 500 $ 1,748 $ 4,324,287 $ (6,970,208) $ (2,643,673)

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11. Subsequent Events (Details)
9 Months Ended

Jan. 31, 2020

USD ($)

Event #1

Subsequent Event, Date Feb. 01, 2020

Subsequent Event, Description Company signed a consulting services agreement with an unrelated party

Event #2

Subsequent Event, Date Feb. 05, 2020

Subsequent Event, Description Company signed a joint venture agreement for a 25% share in the Hemp seed and genetics industry

Event #3

Subsequent Event, Date Mar. 25, 2020

Subsequent Event, Description Company issued a convertible promissory note to an unrelated party

Proceeds from Loans $ 13,000

Debt Instrument, Interest Rate, Stated Percentage 10.00%

Debt Instrument, Convertible, Terms of Conversion Feature The note is convertible into common stock of the Company at $0.018, which equals 60% multiplied by the lowest Trading Price for the Common Stock on the Trading Day preceding the execution of the note. The promissory note shall bear interest at 10% per annum and is due on December 25, 2020

Event #4

Subsequent Event, Date May 01, 2020

Subsequent Event, Description the Company signed a consulting services agreement with an unrelated party

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6. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)
9 Months Ended

Jan. 31, 2020

Apr. 30, 2019

Derivative liability $ 1,287,942 $ 1,080,589

Adjustment for Conversion

Increase (Decrease) in Derivative Liabilities (252,993)

Mark To Market Adjustment

Increase (Decrease) in Derivative Liabilities $ 460,346

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2. Summary of Significant Accounting Policies: (a) Basis of Presentation and Principles of Consolidation (Policies)
9 Months Ended

Jan. 31, 2020

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, 2019. 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.

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Consolidated Statements of Operations - USD ($)
3 Months Ended 9 Months Ended

Jan. 31, 2020

Jan. 31, 2019

Jan. 31, 2020

Jan. 31, 2019

Operating Expenses

(Recovery) bad debt $ 0 $ 0 $ (1,569) $ 5,051

Consulting fees 0 0 0 8,619

General and administrative 35,921 (1,734) 43,677 11,687

Professional fees 11,815 0 51,687 0

Management fees 5,030 0 38,030 0

Total Operating Expenses 52,766 (1,734) 131,825 25,357

Net Operating Income (Loss) (52,766) 1,734 (131,825) (25,357)

Other Income (Expenses)

Gain (loss) on change in fair value of derivative liability (238,751) (67,058) (460,346) 330,888

Interest expense (84,731) (15,699) (141,079) (191,991)

Gain (loss) on extinguishment of debt (498) 0 (290,620) 8,977

Total Other Income (Expenses) (328,980) (82,757) (892,045) 147,874

Net Income (Loss) $ (376,746) $ (81,023) $ (1,023,870) $ 122,517

Net Income (Loss) Per Share, Basic $ (0.22) $ (0.08) $ (0.72) $ 0.12

Net Income (Loss) Per Share, Diluted $ (0.22) $ (0.08) $ (0.72) $ (0.00)

Weighted Average Shares Outstanding - Basic 1,676,778 1,074,255 1,421,618 1,000,029

Weighted Average Shares Outstanding - Diluted 1,676,778 1,074,255 1,421,618 841,322,050

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4. Notes Payable
9 Months Ended

Jan. 31, 2020

Notes

4. Notes Payable
4.Notes Payable
(a) As at January 31, 2020, the Company owed $3,626 (April 30, 2019 - $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 July 31, 2016. The notes bear a default interest rate of 18% per annum.
(b)As at January 31, 2020, the Company owed $10,000 (April 30, 2019 - $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 July 6, 2017. The note bears a default interest rate of 12% per annum.
(c)As at January 31, 2020, the Company owed $2,500 (April 30, 2019 - $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 was due on February 1, 2018. The note bears a default interest rate of 12% per annum.
(d)As at January 31, 2020, the Company owed $15,000 (April 30, 2019 - $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.

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2. Summary of Significant Accounting Policies
9 Months Ended

Jan. 31, 2020

Notes

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, 2019. 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.
(c)Basic and Diluted Net 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 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 January 31, 2020, the Company had 2,120,644,619 (January 31, 2019 – 840,322,050) potentially dilutive common shares outstanding. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) per share (the three-month periods are not included in the table below because the diluted net income (loss) per share are the same as the basic net income (loss) per share).

January 31, 2020
January 31, 2019
Net Income (Loss)
(1,023,870)
122,517
Add back: interest expense, convertible notes
–
41,133
Less: gain on change in fair value of derivative liability
–
(330,888)
Adjusted net income (loss) for dilutive EPS
(1,023,870)
(167,238)
Weighted average number of common shares - Basic
1,421,618
1,000,029
EPS – Basic
(0.72)
0.12
Effect of dilutive securities, convertible notes and preferred series A and B shares
–
840,322,050
Weighted average number of common shares – Dilutive
1,421,618
841,322,050
EPS - Dilutive
(0.72)
(0.00)

(d)Fair Value Measurements
The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:
Level 1 – quoted prices for identical instruments in active markets;
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Financial instruments consist principally of cash, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(e)Recent 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 Company adopted the standard on May 1, 2019. 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.

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8. Common Shares
9 Months Ended

Jan. 31, 2020

Notes

8. Common Shares
8.Common Shares
During the nine months ended January 31, 2020, the Company issued an aggregate of 673,423 common shares with a fair value of $291,647 upon the conversion of $6,496 of convertible debentures, $252,993 of derivative liabilities, $20,490 of accrued interest, and $3,000 in conversion fees resulting in a loss on settlement of debt of $8,668. The remaining loss settlement of debt relates to the issuance of the Series B preferred stock. See Note 7.

On November 17, 2017, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. Additionally, on February 14, 2020, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. The impact of these reverse stock splits has been applied on a retroactive basis.

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7. Preferred Stock Liability (Details)

Jun. 17, 2019

USD ($)

shares

Details

Preferred Stock, Shares Issued | shares 530,000

Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ $ 281,952

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2. Summary of Significant Accounting Policies: (e) Recent Accounting Pronouncements (Policies)
9 Months Ended

Jan. 31, 2020

Policies

(e) Recent Accounting Pronouncements
(e)Recent 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.
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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.

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2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Details) - shares
9 Months Ended

Jan. 31, 2020

Jan. 31, 2019

Details

Potentially dilutive shares outstanding 2,120,644,619 840,322,050

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8. Common Shares (Details) - USD ($)		3 Months Ended		9 Months Ended
8. Common Shares (Details) - USD ($)	Feb. 14, 2020	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2020	Jan. 31, 2019
Debt Conversion, Converted Instrument, Amount				$ 291,647
Gain (loss) on extinguishment of debt		$ (498)	$ 0	(290,620)	$ 8,977
Stockholders' Equity Note, Stock Split	On November 17, 2017, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. Additionally, on February 14, 2020, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares.
Principal
Debt Conversion, Original Debt, Amount				6,496
Derivative liabilities
Debt Conversion, Original Debt, Amount				252,993
Gain (loss) on extinguishment of debt				8,668
Accrued Interest
Debt Conversion, Original Debt, Amount				20,490
Conversion fees
Debt Conversion, Original Debt, Amount				$ 3,000
Common Stock
Debt Conversion, Converted Instrument, Shares Issued				673,423

5. Convertible Debentures (Details) - USD ($)		9 Months Ended		12 Months Ended
5. Convertible Debentures (Details) - USD ($)	Apr. 30, 2019	Jan. 31, 2020	Jan. 31, 2019	Apr. 30, 2019
Convertible debenture unamortized discount	$ 36,000	$ 83,202		$ 36,000
Proceeds from convertible debenture		115,630	$ 0
Conversion penalties related to conversion of convertible note		3,000	$ 5,833
Accrued Interest
Debt Conversion, Original Debt, Amount		20,490
Conversion fees
Debt Conversion, Original Debt, Amount		3,000
Principal
Debt Conversion, Original Debt, Amount		$ 6,496
Common Stock
Debt Conversion, Converted Instrument, Shares Issued		673,423
Convertible Debenture 11
Debt Instrument, Face Amount		$ 105,000
Long-term Debt, Gross	8,990	$ 8,990		8,990
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 unamortized discount	0	0		0
Convertible Debenture 11 \| New Issuance
Long-term Debt, Gross		94,500
Convertible Debenture 12
Debt Instrument, Face Amount		33,000
Long-term Debt, Gross	93,965	$ 93,965		93,965
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		$nil	$38,965
Convertible Debenture 16
Debt Instrument, Face Amount		$ 36,450
Long-term Debt, Gross	64,352	$ 64,352		64,352
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
Convertible debenture unamortized discount		36,450
Proceeds from convertible debenture		30,000
Convertible Debenture 17
Debt Instrument, Face Amount		57,250
Long-term Debt, Gross	55,341	$ 55,341		55,341
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
Convertible debenture unamortized discount		57,250
Proceeds from convertible debenture		49,500
Convertible Debenture 17 \| Accrued Interest
Debt Conversion, Original Debt, Amount		18,044		2,712
Convertible Debenture 17 \| Conversion fees
Debt Conversion, Original Debt, Amount		$ 3,000		2,500
Convertible Debenture 17 \| Principal
Debt Conversion, Original Debt, Amount				$ 1,569
Convertible Debenture 17 \| Common Stock
Debt Conversion, Converted Instrument, Shares Issued		417,948		167,930
Convertible Debenture 18
Debt Instrument, Face Amount		$ 33,333
Long-term Debt, Gross	9,398	$ 2,902		$ 9,398
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 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
Convertible debenture unamortized discount	0	0		0
Proceeds from convertible debenture		$ 28,000
Default clause	854			854
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 \| Accrued Interest
Debt Conversion, Original Debt, Amount		$ 2,446		1,395
Convertible Debenture 18 \| Principal
Debt Conversion, Original Debt, Amount		$ 6,496		$ 13,196
Convertible Debenture 18 \| Common Stock
Debt Conversion, Converted Instrument, Shares Issued		255,475		277,661
Convertible Debenture 19
Debt Instrument, Face Amount		$ 36,000
Long-term Debt, Gross	57,910	$ 57,910		$ 57,910
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
Convertible debenture unamortized discount	0	0		0
Proceeds from convertible debenture		25,000
Tranche of $102000
Debt Instrument, Face Amount		102,000
Convertible Debenture 20
Debt Instrument, Face Amount		33,333
Long-term Debt, Gross	36,666	$ 36,666		36,666
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	$ 0		0
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	53,084	$ 53,084		53,084
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
Convertible debenture unamortized discount	0	0		0
Proceeds from convertible debenture		30,000
Convertible Debenture 22
Debt Instrument, Face Amount		33,000
Long-term Debt, Gross	53,084	$ 53,084		53,084
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
Convertible debenture unamortized discount	0	0		0
Proceeds from convertible debenture		30,000
Convertible Debenture 23
Debt Instrument, Face Amount		36,000
Long-term Debt, Gross	0	$ 36,000		0
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date		Dec. 15, 2019
Debt Instrument, Convertible, Terms of Conversion Feature		convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.
Debt Issuance Costs, Net		$ 6,000
Convertible debenture unamortized discount	36,000	0		36,000
Proceeds from convertible debenture		30,000
Convertible Debenture 24
Debt Instrument, Face Amount		33,000
Long-term Debt, Gross	0	$ 9,442		0
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date		Jun. 12, 2020
Debt Instrument, Convertible, Terms of Conversion Feature		convertible into common shares of the Company at a conversion price $0.078. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.
Convertible debenture unamortized discount	0	$ 23,558		0
Proceeds from convertible debenture		30,000
Conversion penalties related to conversion of convertible note	0	6,904
Convertible Debenture 25
Debt Instrument, Face Amount		28,193
Long-term Debt, Gross	0	$ 13,176		0
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date		Aug. 13, 2020
Debt Instrument, Convertible, Terms of Conversion Feature		convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature
Convertible debenture unamortized discount	0	$ 15,017		0
Proceeds from convertible debenture		25,630
Conversion penalties related to conversion of convertible note	0	3,778
Convertible Debenture 26
Debt Instrument, Face Amount		35,000
Long-term Debt, Gross	0	$ 12,606		0
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date		Oct. 14, 2020
Debt Instrument, Convertible, Terms of Conversion Feature		convertible into common shares of the Company at a conversion price $0.06. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature
Convertible debenture unamortized discount	0	$ 22,394		0
Proceeds from convertible debenture		30,000
Conversion penalties related to conversion of convertible note	0	939
Convertible Debenture 27
Debt Instrument, Face Amount		68,000
Long-term Debt, Gross	0	$ 11,768		0
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date		Oct. 23, 2020
Debt Instrument, Convertible, Terms of Conversion Feature		convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature
Convertible debenture unamortized discount	0	$ 22,232		$ 0
Proceeds from convertible debenture		60,000
Conversion penalties related to conversion of convertible note	$ 0	$ 434

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Jan. 31, 2020	Apr. 28, 2020
Details
Registrant CIK	0001490054
Fiscal Year End	--04-30
Registrant Name	APPIPHANY TECHNOLOGIES HOLDINGS CORP
SEC Form	10-Q
Period End date	Jan. 31, 2020
Tax Identification Number (TIN)	30-0678378
Number of common stock shares outstanding		1,829,867
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Entity File Number	000-54524
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5 Cowboys Way
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Frisco
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75034
Country Region	972
City Area Code	217
Local Phone Number	4080
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Document Transition Report	false

Consolidated Statement of Stockholder's Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2018	$ 500	$ 628	$ 3,883,787	$ (5,409,251)	$ (1,524,336)
Shares, Outstanding, Beginning Balance at Apr. 30, 2018	500,000	628,664
Common stock issued for conversion of convertible debentures	$ 0	$ 446	54,270	0	54,716
Stock Issued During Period, Shares, Conversion of Convertible Securities		445,591
Beneficial conversion feature					0
Net Income (Loss)	$ 0	$ 0	0	122,517	122,517
Shares, Outstanding, Ending Balance at Jan. 31, 2019	500,000	1,074,255
Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2019	$ 500	$ 1,074	3,938,057	(5,286,734)	(1,347,103)
Stockholders' Equity Attributable to Parent, Beginning Balance at Oct. 31, 2018	$ 500	$ 1,074	3,938,057	(5,205,711)	(1,266,080)
Shares, Outstanding, Beginning Balance at Oct. 31, 2018	500,000	1,074,255
Net Income (Loss)	$ 0	$ 0	0	(81,023)	(81,023)
Shares, Outstanding, Ending Balance at Jan. 31, 2019	500,000	1,074,255
Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2019	$ 500	$ 1,074	3,938,057	(5,286,734)	(1,347,103)
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2019	$ 500	$ 1,074	3,938,057	(5,946,338)	(2,006,707)
Shares, Outstanding, Beginning Balance at Apr. 30, 2019	500,000	1,074,255
Common stock issued for conversion of convertible debentures	$ 0	$ 674	290,973	0	291,647
Stock Issued During Period, Shares, Conversion of Convertible Securities		673,423
Beneficial conversion feature	0	$ 0	95,257	0	95,257
Net Income (Loss)	$ 0	$ 0	0	(1,023,870)	(1,023,870)
Shares, Outstanding, Ending Balance at Jan. 31, 2020	500,000	1,747,678
Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2020	$ 500	$ 1,748	4,324,287	(6,970,208)	(2,643,673)
Stockholders' Equity Attributable to Parent, Beginning Balance at Oct. 31, 2019	$ 500	$ 1,661	4,250,882	(6,593,462)	(2,340,419)
Shares, Outstanding, Beginning Balance at Oct. 31, 2019	500,000	1,660,708
Common stock issued for conversion of convertible debentures	$ 0	$ 87	8,610	0	8,697
Stock Issued During Period, Shares, Conversion of Convertible Securities		86,970
Beneficial conversion feature	0	$ 0	64,795	0	64,795
Net Income (Loss)	$ 0	$ 0	0	(376,746)	(376,746)
Shares, Outstanding, Ending Balance at Jan. 31, 2020	500,000	1,747,678
Stockholders' Equity Attributable to Parent, Ending Balance at Jan. 31, 2020	$ 500	$ 1,748	$ 4,324,287	$ (6,970,208)	$ (2,643,673)

11. Subsequent Events (Details)	9 Months Ended
11. Subsequent Events (Details)	Jan. 31, 2020 USD ($)
Event #1
Subsequent Event, Date	Feb. 01, 2020
Subsequent Event, Description	Company signed a consulting services agreement with an unrelated party
Event #2
Subsequent Event, Date	Feb. 05, 2020
Subsequent Event, Description	Company signed a joint venture agreement for a 25% share in the Hemp seed and genetics industry
Event #3
Subsequent Event, Date	Mar. 25, 2020
Subsequent Event, Description	Company issued a convertible promissory note to an unrelated party
Proceeds from Loans	$ 13,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Convertible, Terms of Conversion Feature	The note is convertible into common stock of the Company at $0.018, which equals 60% multiplied by the lowest Trading Price for the Common Stock on the Trading Day preceding the execution of the note. The promissory note shall bear interest at 10% per annum and is due on December 25, 2020
Event #4
Subsequent Event, Date	May 01, 2020
Subsequent Event, Description	the Company signed a consulting services agreement with an unrelated party

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Consolidated Statements of Operations - USD ($)	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2020	Jan. 31, 2019
Operating Expenses
(Recovery) bad debt	$ 0	$ 0	$ (1,569)	$ 5,051
Consulting fees	0	0	0	8,619
General and administrative	35,921	(1,734)	43,677	11,687
Professional fees	11,815	0	51,687	0
Management fees	5,030	0	38,030	0
Total Operating Expenses	52,766	(1,734)	131,825	25,357
Net Operating Income (Loss)	(52,766)	1,734	(131,825)	(25,357)
Other Income (Expenses)
Gain (loss) on change in fair value of derivative liability	(238,751)	(67,058)	(460,346)	330,888
Interest expense	(84,731)	(15,699)	(141,079)	(191,991)
Gain (loss) on extinguishment of debt	(498)	0	(290,620)	8,977
Total Other Income (Expenses)	(328,980)	(82,757)	(892,045)	147,874
Net Income (Loss)	$ (376,746)	$ (81,023)	$ (1,023,870)	$ 122,517
Net Income (Loss) Per Share, Basic	$ (0.22)	$ (0.08)	$ (0.72)	$ 0.12
Net Income (Loss) Per Share, Diluted	$ (0.22)	$ (0.08)	$ (0.72)	$ (0.00)
Weighted Average Shares Outstanding - Basic	1,676,778	1,074,255	1,421,618	1,000,029
Weighted Average Shares Outstanding - Diluted	1,676,778	1,074,255	1,421,618	841,322,050

7. Preferred Stock Liability (Details)	Jun. 17, 2019 USD ($) shares
Details
Preferred Stock, Shares Issued \| shares	530,000
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net \| $	$ 281,952