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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BCII Enterprises Inc (PK) | USOTC:BCII | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.001495 | 8.45% | 0.019195 | 0.0177 | 0.029 | 0.019195 | 0.019195 | 0.019195 | 1,000 | 21:30:12 |
|
☐
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
BLOCKCHAIN INDUSTRIES, INC.
|
(Exact
Name of Registrant as Specified in Its Charter)
|
NEVADA
|
|
88-0355407
|
(State
or other jurisdiction of
incorporation or
organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
730 Arizona Ave., Suite 220,
Santa Monica, California
|
|
90401
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(866) 995-7521
|
(Registrant’s
telephone number, including area code)
|
Title
of Each Class
|
|
Name of
Exchange on Which Registered
|
|
|
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
Smaller
reporting company
|
☒
|
|
|
Emerging
growth company
|
☐
|
PART
1
|
|
3
|
|
|
|
ITEM
1
|
BUSINESS
|
3
|
|
|
|
ITEM
1A
|
RISK
FACTORS
|
12
|
|
|
|
ITEM
1B
|
UNRESOLVED
STAFF COMMENTS
|
27
|
|
|
|
ITEM
2
|
PROPERTIES
|
28
|
|
|
|
ITEM
3
|
LEGAL
PROCEEDINGS
|
28
|
|
|
|
ITEM
4
|
MINE
SAFETY DISCLOSURES
|
28
|
|
|
|
PART
II
|
|
29
|
|
|
|
ITEM
5
|
MARKET
FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
|
29
|
|
|
|
ITEM
6
|
SELECTED
FINANCIAL DATA
|
30
|
|
|
|
ITEM
7
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
30
|
|
|
|
ITEM
7A
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
44
|
|
|
|
ITEM
8
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
44
|
|
|
|
ITEM
9
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
44
|
|
|
|
ITEM
9A
|
CONTROLS
AND PROCEDURES
|
44
|
|
|
|
ITEM
9B
|
OTHER
INFORMATION
|
44
|
|
|
|
PART
III
|
|
45
|
|
|
|
ITEM
10
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
45
|
|
|
|
ITEM
11
|
EXECUTIVE
COMPENSATION
|
47
|
|
|
|
ITEM
12
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
49
|
|
|
|
ITEM
13
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
50
|
|
|
|
ITEM
14
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
51
|
|
|
|
PART
IV
|
|
52
|
|
|
|
ITEM
15
|
EXHIBITS,
FINANCIAL STATEMENTS AND SCHEDULES
|
52
|
|
|
|
SIGNATURES
|
|
55
|
|
●
|
potential
for organic growth in revenue and cash flow, indicated by
technology, anticipated market expansion or new
products;
|
|
●
|
competitive
position as compared to other firms of similar size and experience
within the industry verticals as well as within the industry as a
whole;
|
|
●
|
strength
and diversity of management, either in place or scheduled for
recruitment;
|
|
●
|
capital
requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of
additional securities, through joint ventures or similar
arrangements or from other sources;
|
|
●
|
the
cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials;
|
|
●
|
the
extent to which the business opportunity can be advanced and
incorporated into our ecosystem;
|
|
●
|
the
accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required
items.
|
Quarter
Ended
|
High
|
Low
|
Fiscal
Year Ending April 30, 2018
|
|
|
October 31, 2018
(through October 26, 2018)
|
$
5.00
|
$
2.15
|
July 31,
2018
|
$
10.99
|
$
3.02
|
|
|
|
Fiscal
Year Ending April 30, 2018
|
|
|
April 30,
2018
|
$
15.00
|
$
7.61
|
January 31,
2018
|
$
14.00
|
$
11.25
|
October 31,
2017
|
$
0.11
|
$
0.11
|
July 31,
2017
|
$
0.01
|
$
0.01
|
|
|
|
Fiscal
Year Ending April 30, 2017
|
|
|
April 30,
2017
|
$
0.20
|
$
0.08
|
January 31,
2017
|
$
0.55
|
$
0.08
|
October 31,
2016
|
$
N/A
|
$
N/A
|
July 31,
2016
|
$
N/A
|
$
N/A
|
Amount paid by Company
|
Paid or Due on
|
$100,000
|
February 19, 2018
|
$200,000
|
May 20, 2018
|
100,000 shares of our Common Stock
(1)
|
March 1, 2018
|
|
For the
Years Ended April 30,
|
Change
|
||
|
2018
|
2017
|
Dollars
|
Percentage
|
Revenue
|
$
1,582,483
|
$
-
|
$
1,582,483
|
100
%
|
|
|
|
|
|
Cost of goods
sold
|
$
328,785
|
$
-
|
$
328,785
|
100
%
|
|
|
|
|
|
Gross
margin
|
$
1,253,698
|
$
-
|
$
1,253,698
|
100
%
|
|
|
|
|
|
Operating
expenses
|
2,894,882
|
148,000
|
2,746,882
|
1,856
%
|
|
|
|
|
|
Loss from
operations
|
(1,641,184
)
|
(148,000
)
|
(1,493,184
)
|
1,009
%
|
|
|
|
|
|
Other income
(expense), net
|
846,397
|
(5,913
)
|
852,310
|
-14,414
%
|
|
|
|
|
|
Net
loss
|
$
(794,787
)
|
$
(153,913
)
|
$
(640,874
)
|
416
%
|
|
April
30,
|
|
|
|
2018
|
2017
|
Change
|
Current
assets
|
$
4,335,170
|
$
-
|
$
4,335,170
|
Current
liabilities
|
1,784,493
|
493,596
|
(1,290,897
)
|
Working
capital
|
$
2,550,677
|
$
(493,596
)
|
$
3,044,273
|
|
|
Fair Value Measurement Using
|
|||
|
Carrying value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
April
30, 2018
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Investments
in digital currencies
|
$
1,166,477
|
$
-
|
$
1,166,477
|
$
-
|
$
1,166,477
|
BNB
|
213
|
-
|
213
|
-
|
213
|
BTC
|
753,371
|
-
|
753,371
|
-
|
753,371
|
BTCP
|
19,992
|
-
|
19,992
|
-
|
19,992
|
EOS
|
108,292
|
-
|
108,292
|
-
|
108,292
|
ETH
|
149,190
|
-
|
149,190
|
-
|
149,190
|
NEO
|
57,713
|
-
|
57,713
|
-
|
57,713
|
OMG
|
22,018
|
-
|
22,018
|
-
|
22,018
|
QSP
|
14,968
|
-
|
14,968
|
-
|
14,968
|
QTUM
|
8,782
|
-
|
8,782
|
-
|
8,782
|
REP
|
31,938
|
-
|
31,938
|
-
|
31,938
|
Investments
in securities
|
780,000
|
780,000
|
-
|
-
|
780,000
|
KinerjaPay
|
780,000
|
780,000
|
-
|
-
|
780,000
|
|
$
1,946,477
|
$
780,000
|
$
1,166,477
|
$
-
|
$
1,946,477
|
Name
|
|
Age
|
|
Position
|
|
Director / Officer Since
|
Patrick
Moynihan
|
|
50
|
|
Chief
Executive Officer and Chairman
|
|
November 15, 2017
|
Robert
Kalkstein
|
|
36
|
|
Principal
Financial Officer
|
|
May 18, 2018
|
Max
Robbins
|
|
47
|
|
Director
|
|
February 1, 2018
|
Name and Principal Position (1)
|
Fiscal Year
|
Base Salary ($)
|
Option Awards ($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other Compensation ($)
|
Total ($)
|
Olivia Funk, Chief Executive Officer and
Chairman
(2)
|
|
|
|
|
|
|
|
2018
|
—
|
—
|
—
|
—
|
$
—
|
|
2017
|
—
|
—
|
—
|
—
|
$
—
|
|
|
|
|
|
|
|
Patrick
Moynihan, Chief Executive Officer and Chairman
|
|
|
|
|
|
|
|
2018
|
120,000
|
—
|
—
|
$
25,000 (4)
|
$
145,000
|
|
2017
|
—
|
—
|
—
|
—
|
$
—
|
|
|
|
|
|
|
|
Robert Kalkstein, Principal Financial
Officer
(3)
|
|
|
|
|
|
|
|
2018
|
—
|
—
|
—
|
$
63,000
|
$
63,000
|
|
2017
|
—
|
—
|
—
|
—
|
$
—
|
Exercise
Price
|
Quantity
Vested
|
Vesting
Date
|
Expiration
Date
|
$1.25
|
48,000
|
6/1/2018
|
12/31/2023
|
$1.25
|
48,000
|
6/1/2019
|
12/31/2023
|
$1.25
|
48,000
|
6/31/2020
|
12/31/2023
|
Name
and Address Of
Beneficial
Owner of Common Stock
|
Amount
of Common Stock
Beneficially
Owned
|
Percent (%) of Voting Securities Beneficially
Owned
(1)
|
Patrick Moynihan, CEO and Chairman
(2)
730
Arizona Ave, Suite 220
Santa
Monica, CA 90401
|
10,000,000
|
23.82
%
|
|
|
|
Robert Kalkstein, Principal Financial
Officer
(3)
730
Arizona Ave, Suite 220
Santa
Monica, CA 90401
|
1,300,000
|
3.05
%
|
|
|
|
Max Robbins, Director
(4)
730
Arizona Ave, Suite 220
Santa
Monica, CA 90401
|
48,000
|
0.11
%
|
|
|
|
All Directors and Officers as a group
|
11,348,000
|
26.99
%
|
|
|
|
Gary
Goodman
14
Dorado Beach East
Dorado,
PR 00646
|
3,000,000
|
7.15
%
|
|
|
|
Robert
Miketich
286
Dorado Beach East
Dorado,
PR 00646
|
3,000,000
|
7.15
%
|
|
|
|
Lawrence Partners
(5)
15
Manor Lane
Lawrence,
NY 11559
|
2,775,000
|
6.59
%
|
|
(1)
|
Applicable
percentage ownership is based on 41,984,355 shares outstanding as of October
26
, 2018
.
|
|
(2)
|
Mr.
Moynihan owns 9,200,000 million shares of common stock through the
Santa Monica Trust, which he is trustee, and 200,000 shares each as
custodian for four of his children.
|
|
(3)
|
Mr.
Kalkstein presently owns 1,300,000 shares of common stock. Mr.
Kalkstein will earn 500,000 shares of restricted stock that vest on
December 1, 2018. In addition, he owns 100,000 warrants to purchase
shares of common stock which are currently
exercisable.
|
|
(4)
|
Mr.
Robbins joined the Board of Directors on February 1, 2018. For
compensation for Mr. Robbins’ service as a member of our
Board of Directors, he was issued an option to purchase 120,000
shares of common stock, which vests equally at 40,000 shares each
on June 1, 2018, June 1, 2019, and June 1, 2020.
|
|
(5)
|
Lawrence
Partners LLC holds 2,650,000 shares of common stock and 125,000
warrants to purchase common stock that are currently exercisable at
$0.25 per share. Jessica Beren has voting or investment control
over the shares held by Lawrence Partners LLC.
|
|
Fiscal
2018
|
Fiscal
2017
|
Fiscal
2016
|
Audit
Fees
|
$
33,500
|
$
2,910
|
$
2,910
|
Audit-Related
Fees
|
3,240
|
–
|
–
|
Tax
Fees
|
–
|
–
|
–
|
Total
Fees
|
$
36,740
|
$
2,910
|
$
2,910
|
(a)
|
The
following are filed as part of this Annual Report on Form
10-K
|
|
|
|
|
|
(1)
|
The
financial statements and schedules required to be filed by Item 8
of this Annual Report on Form 10-K and listed in the Index to
Consolidated Financial Statements.
|
|
|
|
|
(2)
|
The
Exhibits required by Item 601 of Regulation S-K and listed below in
the “
Index to Exhibits
required by Item 601 of Regulation
S-
K.”
|
|
|
|
(b)
|
The
Exhibits are filed with or incorporated by reference in this Annual
Report on Form 10-K
|
|
|
|
|
(c)
|
None
|
|
|
|
|
Incorporated
by
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Reference
|
|
Filed or
Furnished
|
|
|
|
|
Number
|
|
Exhibit
Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
Articles
of Incorporation, as amended
|
|
10B12G/A
|
|
|
|
06/30/2006
|
|
|
|
|
Certificate
of amendment of Certificate of Incorporation (Name Change to Omni
Global Technologies, Inc. and 1-for-150 Reverse Split dated July 8,
2016)
|
|
|
|
|
|
|
|
X
|
|
|
Certificate
of Amendment of Certificate of Incorporation, Name Changed to
Blockchain Industries, Inc. dated November 13, 2017
|
|
8-K
|
|
3.1(II)
|
|
11/16/2017
|
|
|
|
|
Certificate
of Amendment of Certificate of Incorporation, 2-for-1 Forward Split
dated December 20, 2017
|
|
|
|
|
|
|
|
X
|
|
|
Certificate
of Designation – Series A Convertible Preferred
Stock
|
|
|
|
|
|
|
|
X
|
|
|
Bylaws
|
|
|
|
|
|
|
|
X
|
|
|
Form of
Warrant
|
|
|
|
|
|
|
|
X
|
|
|
Form of
Warrant
|
|
|
|
|
|
|
|
X
|
|
|
Equity
Token Purchase Agreement dated December 19, 2017 by and between the
Company and Chimes Broadcasting, Inc.
|
|
|
|
|
|
|
|
X
|
|
|
Equity
Token Purchase Agreement dated February 5, 2018 by and between the
Company and Chimes Broadcasting, Inc.
|
|
|
|
|
|
|
|
X
|
|
|
Advisory
Agreement dated January 11, 2018 by and between the Company and
KinerjaPay Corp.
|
|
|
|
|
|
|
|
X
|
|
|
Private
Token Purchase Commitment Agreement by and between the Company and
BlockEx Limited
|
|
|
|
|
|
|
|
X
|
|
|
Stock
Purchase Agreement dated February 19, 2018 by and between the
Company and LegatumX, Inc.
|
|
|
|
|
|
|
|
X
|
|
|
Promissory
Note dated January 17, 2018 issued to AutoLotto, Inc.
|
|
|
|
|
|
|
|
X
|
|
|
Token
Grant to AutoLotto, Inc. dated January 17, 2018
|
|
|
|
|
|
|
|
X
|
|
|
Director
Agreement dated May 10, 2018 by and between the Company and Max
Robbins
|
|
|
|
|
|
|
|
X
|
|
|
Consulting
Agreement dated February 1, 2018 by and between the Company and
Zackeriah Pontgrave
|
|
|
|
|
|
|
|
X
|
|
|
Consulting
Agreement dated January 1, 2018 by and between the Company and
Bryan Larkin
|
|
|
|
|
|
|
|
X
|
|
|
Simple
Agreement for Future Tokens dated January 30, 2018 by and between
the Company and Coral Health Research & Discovery
Inc.
|
|
10-Q
|
|
10.1
|
|
03/19/2017
|
|
|
|
|
Basecoin
Agreement, dated January 30, 2018 by and between the Company and
Basecoin
|
|
10-Q
|
|
10.2
|
|
03/19/2017
|
|
|
|
|
Subscription
Agreement for Origin Protocol Investment dated February 19,
2018
|
|
10-Q
|
|
10.3
|
|
03/19/2017
|
|
|
|
10.1
4
*
|
|
Consulting
Agreement dated November 1, 2017 by and between the Company and
Patrick Moynihan
|
|
10-K/A
|
|
10.19
|
|
05/21/2018
|
|
|
|
Consulting
Agreement dated December 1, 2017 by and between the Company and
Sagacious Gambit, Inc.
|
|
10-K/A
|
|
10.21
|
|
05/21/2018
|
|
|
|
|
Share
Purchase Agreement dated March 23, 2017 by and between the Company
and JOJ Holdings, LLC
|
|
10-K
|
|
10.1
|
|
08/30/2018
|
|
|
|
|
Securities
Purchase Agreement dated August 14, 2018 by and between the Company
and IC, LLC
|
|
|
|
|
|
|
|
X
|
|
|
Secured
Promissory Note dated August 14, 2018 by and between the Company
and IC, LLC
|
|
|
|
|
|
|
|
X
|
|
|
Securities
Purchase Agreement dated September 5, 2018 by and between the
Company and
Ian
Molendyk
|
|
|
|
|
|
|
|
X
|
|
|
Secured Promissory Note dated September 5, 2018 by and between the
Company and Ian Molendyk
|
|
|
|
|
|
|
|
X
|
|
|
Initial Coin Offering Architecture Proposal Agreement dated July 2,
2018 by and between the Company and BlakFX,
LLC
|
|
|
|
|
|
|
|
X
|
|
Subsidiaries
of the Registrant
|
|
|
|
|
|
|
|
X
|
|
|
Certification
by the Principal Executive Officer of Registrant pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or
Rule 15d-14(a)).
|
|
|
|
|
|
|
|
X
|
|
|
Certification
by the Principal Financial Officer of Registrant pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or
Rule 15d-14(a)).
|
|
|
|
|
|
|
|
X
|
|
|
Certification
by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|
|
X
|
|
|
Certification
by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB
|
|
BRL
Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
Dated:
October 26, 2018
|
BLOCKCHAIN
INDUSTRIES, INC.
|
|
|
|
|
|
By:
|
/s/ Patrick Moynihan
|
|
|
Patrick
Moynihan
|
|
|
Executive
Chairman
(Principal
Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Patrick Moynihan s
|
|
Chairman
of the Board, Chief Executive Officer
|
|
October
26, 2018
|
Patrick
Moynihan
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Robert
Kalkstein
|
|
Principal
Financial Officer
|
|
October
26, 2018
|
Robert
Kalkstein
|
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s
/
Max Robbins
|
|
Director
|
|
October
26, 2018
|
Max
Robbins
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
F-2
|
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
F-3
|
|
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
|
F-4
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
F-5
|
|
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-6
|
|
April
30,
|
|
|
2018
|
2017
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash & cash
equivalents
|
$
518,960
|
$
-
|
Investments in
securities
|
780,000
|
-
|
Investments in
digital currencies
|
1,166,477
|
-
|
Investments in
SAFTs
|
1,720,000
|
-
|
Other
receivables
|
26,245
|
-
|
Other current
assets
|
123,488
|
-
|
Total current
assets
|
4,335,170
|
-
|
|
|
|
Property, plant
& equipment, net of accumulated depreciation of $584 and $0 as
of April 30, 2018, and April 30, 2017,
respectively
|
112,139
|
-
|
Note
receivable
|
500,000
|
-
|
Other non-current
assets
|
69,077
|
-
|
Total
assets
|
$
5,016,386
|
$
-
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Current
liabilities:
|
|
|
Accounts payable
and accrued expenses
|
$
357,208
|
$
493,596
|
Deferred
revenue
|
1,427,285
|
-
|
Current
liabilities
|
1,784,493
|
493,596
|
|
|
-
|
Due to related
parties
|
-
|
3,981,423
|
Note
payable
|
-
|
501,112
|
Convertible
note
|
-
|
53,000
|
Total
liabilities
|
1,784,493
|
5,029,131
|
|
|
|
Shareholders'
deficit:
|
|
|
Preferred stock,
$0.001 par value, 5,000,000 authorized. 278,422 and 0 shares issued
and outstanding as of April 30, 2018 and April 30, 2017,
respectively
|
278
|
-
|
Common stock;
$0.001 par value; 400,000,000 shares authorized 39,548,579 and
40,737,406 shares issued and outstanding as of April 30, 2018 and
April 30, 2017, respectively
|
39,548
|
40,737
|
Additional paid-in
capital
|
15,215,842
|
6,159,120
|
Accumulated
deficit
|
(12,023,775
)
|
(11,228,988
)
|
Total shareholders'
equity (deficit)
|
3,231,893
|
(5,029,131
)
|
Total liabilities
and shareholders' equity (deficit)
|
$
5,016,386
|
$
-
|
|
|
|
|
For the Years Ended
April 30,
|
|
|
2018
|
2017
|
Sales
|
$
1,582,483
|
$
-
|
Cost of goods
sold
|
328,785
|
-
|
Gross
margin
|
1,253,698
|
-
|
|
|
|
Operating
expenses:
|
|
|
Professional
fees
|
1,760,703
|
117,420
|
General and
administrative expense
|
1,134,179
|
30,580
|
Total operating
expenses
|
2,894,882
|
148,000
|
|
|
|
Loss from
operations
|
(1,641,184
)
|
(148,000
)
|
|
|
|
Other income
(expense):
|
|
|
Debt
forgiveness
|
5,049,131
|
-
|
Interest
expense
|
(441
)
|
(5,913
)
|
Realized and
unrealized gain (loss)
|
(979,857
)
|
-
|
Stock compensation
expense
|
(3,222,436
)
|
-
|
Other income
(expense), net
|
846,397
|
(5,913
)
|
Loss before income
taxes
|
(794,787
)
|
(153,913
)
|
Provision for
income taxes (benefit)
|
-
|
-
|
|
|
|
Net
loss
|
$
(794,787
)
|
$
(153,913
)
|
|
|
|
Net
loss per share attributable to common shareholders:
|
|
|
Basic and
diluted
|
$
(0.021
)
|
$
(0.003
)
|
|
|
|
Weighted-average
number of common shares outstanding:
|
|
|
Basic and
diluted
|
38,116,598
|
4,901,790
|
|
Common Stock
|
Preferred Stock (Class A)
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional Paid-In Capital
|
Accumulated Deficit
|
Total Shareholders' Equity (Deficit)
|
Balance at April 30, 2017
|
40,737,406
|
$
40,737
|
-
|
$
-
|
$
6,159,120
|
$
(11,228,988
)
|
$
(5,029,131
)
|
|
|
|
|
|
|
|
|
Sale
of common stock
|
14,194,700
|
14,195
|
-
|
-
|
5,712,930
|
-
|
5,727,125
|
|
|
|
|
|
|
|
|
Issuance
of preferred stock
|
-
|
-
|
323,617
|
323
|
58,145
|
-
|
58,468
|
|
|
|
|
|
|
|
|
Shares
converted to preferred stock
|
(12,944,660
)
|
(12,945
)
|
-
|
-
|
(45,523
)
|
-
|
(58,468
)
|
|
|
|
|
|
|
|
|
Issuance
of restricted stock for services
|
653,333
|
653
|
-
|
-
|
2,459,430
|
-
|
2,460,083
|
|
|
|
|
|
|
|
|
Stock option
compensation expense
|
|
|
|
|
762,353
|
|
762,353
|
|
|
|
|
|
|
|
|
Shares
retired
|
(5,000,000
)
|
(5,000
)
|
-
|
-
|
(13,750
)
|
-
|
(18,750
)
|
|
|
|
|
|
|
|
|
Shares converted
from preferred stock to common stock
|
1,807,800
|
1,808
|
(45,195
)
|
(45
)
|
(1,763
)
|
-
|
-
|
|
|
|
|
|
|
|
|
Shares issued for
acquisition of LegatumX shares
|
100,000
|
100
|
-
|
-
|
124,900
|
-
|
125,000
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(794,787
)
|
(794,787
)
|
|
|
|
|
|
|
|
|
Balance at April 30, 2018
|
39,548,579
|
$
39,548
|
278,422
|
$
278
|
$
15,215,842
|
$
(12,023,775
)
|
$
3,231,893
|
|
For the Years
Ended April 30,
|
|
|
2018
|
2017
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$
(794,787
)
|
$
(153,913
)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation and
amortization
|
584
|
-
|
Stock-based
compensation
|
3,222,436
|
|
Interest
expense
|
441
|
-
|
Unrealized gain
(loss) of investments
|
979,857
|
|
|
|
|
Change in operating
assets and liabilities:
|
|
-
|
Other
receivables
|
(26,245
)
|
-
|
Prepaid expenses
and other assets
|
(123,488
)
|
3,913
|
Other non-current
assets
|
(69,077
)
|
-
|
Accounts payable
and accrued expenses
|
(135,837
)
|
-
|
Deferred
revenue
|
1,427,285
|
-
|
Net cash provided
by (used in) operating activities:
|
4,481,169
|
(150,000
)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchases of
investments
|
(2,886,477
)
|
-
|
Payments to related
parties
|
(3,981,423
)
|
-
|
Purchases of fixed
assets
|
(113,497
)
|
-
|
Payment of note
receivable
|
(500,000
)
|
-
|
Net cash used in
investing activities
|
(7,481,397
)
|
-
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds from the
issuance of common stock
|
4,073,300
|
150,000
|
Repayment of
convertible note
|
(53,000
)
|
-
|
Repayment of note
payable
|
(501,112
)
|
-
|
Net cash provided
by financing activities
|
3,519,188
|
150,000
|
|
|
|
Net change in
cash
|
518,960
|
-
|
|
|
|
Cash, beginning of
year
|
-
|
-
|
|
|
|
Cash, end of
year
|
$
518,960
|
$
-
|
Amount paid by Company
|
Paid or Due on
|
$100,000
|
February 19, 2018
|
$200,000
|
May 20, 2018
|
100,000 shares of our Common Stock
(1)
|
March 1, 2018
|
|
|
Fair Value Measurement Using
|
|||
|
Carrying value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
April
30, 2018
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Investments
in digital currencies
|
$
1,166,477
|
$
-
|
$
1,166,477
|
$
-
|
$
1,166,477
|
BNB
|
213
|
-
|
213
|
-
|
213
|
BTC
|
753,371
|
-
|
753,371
|
-
|
753,371
|
BTCP
|
19,992
|
-
|
19,992
|
-
|
19,992
|
EOS
|
108,292
|
-
|
108,292
|
-
|
108,292
|
ETH
|
149,190
|
-
|
149,190
|
-
|
149,190
|
NEO
|
57,713
|
-
|
57,713
|
-
|
57,713
|
OMG
|
22,018
|
-
|
22,018
|
-
|
22,018
|
QSP
|
14,968
|
-
|
14,968
|
-
|
14,968
|
QTUM
|
8,782
|
-
|
8,782
|
-
|
8,782
|
REP
|
31,938
|
-
|
31,938
|
-
|
31,938
|
Investments
in securities
|
780,000
|
780,000
|
-
|
-
|
780,000
|
KinerjaPay
|
780,000
|
780,000
|
-
|
-
|
780,000
|
|
$
1,946,477
|
$
780,000
|
$
1,166,477
|
$
-
|
$
1,946,477
|
|
|
Previously Reported
|
|
Adjustments
|
|
As revised
|
|
Consolidated Statement of Shareholders' Equity (Deficit) as of
April 30, 2017
|
|
|
|
|
|
|
|
Common stock - shares
|
|
737,406
|
|
40,000,000
|
|
40,737,406
|
|
Common stock - amount
|
|
$ 20,368
|
|
$ 20,369
|
|
$ 40,737
|
|
Additional paid-in capital
|
|
$ 6,179,489
|
|
$ (20,369)
|
|
$ 6,159,120
|
|
|
April
30,
|
|
|
2018
|
2017
|
Buildings
|
$
105,195
|
$
-
|
Software
|
7,528
|
-
|
Total
|
112,723
|
-
|
Less:
Accumulated depreciation
|
(584
)
|
-
|
Property
and equipment, net
|
$
112,139
|
$
-
|
|
April
30,
2018
|
April
30,
2017
|
Note
Payable
|
$
-
|
$
501,112
|
Total
|
$
-
|
$
501,112
|
Preferred shares
convertible to Common Stock
|
11,136,860
|
Warrants
|
7,637,500
|
Stock
options
|
234,247
|
Value
Date
|
Fair
Value ($ per share)
|
December
1, 2017
|
$
0.063
|
January
1, 2018
|
$
0.117
|
February
1, 2018
|
$
1.25
|
March
1, 2018
|
$
1.25
|
April 1,
2018
|
$
1.25
|
Value Date
|
Value ($ per share)
|
December
1, 2017
|
$
0.063
|
January 1,
2018
|
$
0.117
|
February 1,
2018
|
$
1.25
|
March 1,
2018
|
$
1.25
|
Issuee
Name
|
Series A
Convertible Preferred Shares
|
JOJ
Holdings, LLC (1)
|
90,922
|
JFS
Investments, Inc. (2)
|
187,500
|
Total
|
278,422
|
|
Quantity
Issued
|
Strike
Price
|
Average Remaining
Contractual Life (years)
|
Amount
Exercised
|
Founders
|
2,500,000
|
$
2.50
|
4.39
|
$
–
|
Founders
|
2,000,000
|
$
0.25
|
2.39
|
$
–
|
Private
Placement
|
5,137,500
|
$
0.25
|
2.48
|
$
–
|
Total
|
9,637,500
|
|
|
$
–
|
Weighted-average
exercise price
|
|
$
0.83
|
|
|
1 Year BCII Enterprises (PK) Chart |
1 Month BCII Enterprises (PK) Chart |
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