Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jul. 31, 2021 | Oct. 05, 2021 | |
Details | ||
Registrant CIK | 0001490054 | |
Fiscal Year End | --04-30 | |
Registrant Name | VERDE BIO HOLDINGS, INC. | |
SEC Form | 10-Q | |
Period End date | Jul. 31, 2021 | |
Tax Identification Number (TIN) | 30-0678378 | |
Number of common stock shares outstanding | 1,164,565,468 | |
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 | |
Document Transition Report | false | |
Entity File Number | 000-54524 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5750 Genesis Court | |
Entity Address, Address Line Two | Suite 220B | |
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 | 2022 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Apr. 30, 2021 |
Current Assets | ||
Cash | $ 1,320,479 | $ 2,087,897 |
Accounts receivable | 132,374 | 86,744 |
Prepaid expenses | 26,856 | 32,392 |
Total current assets | 1,479,709 | 2,207,033 |
Non-current assets | ||
Operating Lease, Right-of-Use Asset | 105,474 | 115,478 |
Property and equipment, net | 125,595 | 0 |
Oil and natural gas properties , net based on full cost method of accounting | 4,784,764 | 895,487 |
Total assets | 6,495,542 | 3,217,998 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 206,696 | 211,769 |
Convertible debenture | 0 | 1,203 |
Derivative liability | 0 | 8,519 |
Current portion of operating lease liability | 49,756 | 47,583 |
Convertible preferred Series B stock liability | 0 | 214,940 |
Total Current Liabilities | 256,452 | 484,014 |
Operating lease liability, net of current portion | 64,944 | 78,228 |
Total Liabilities | 321,396 | 562,242 |
STOCKHOLDERS' EQUITY | ||
Preferred stock - 10,000,000 authorized shares, par value of $0.001 per share Convertible preferred Series A: Issued and outstanding: 500,000 shares | 500 | 500 |
Common stock - 5,000,000,000 common shares, par value of $0.001 per share Issued and outstanding: 1,163,465,468 and 683,084,699 common shares, respectively | 1,163,466 | 683,085 |
Common stock issuable | 0 | 676,250 |
Additional paid-in capital | 16,519,920 | 12,132,666 |
Accumulated deficit | (11,509,740) | (10,836,745) |
Total Stockholders' Equity | 6,174,146 | 2,655,756 |
Total Liabilities and Stockholders' Equity | $ 6,495,542 | $ 3,217,998 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Jul. 31, 2021 | Apr. 30, 2021 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 1,163,465,468 | 683,084,699 |
Common Stock, Shares, Outstanding | 1,163,465,468 | 683,084,699 |
Series A Preferred Stock | ||
Preferred Stock, Shares Issued | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding | 500,000 | 500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue | ||
Mineral and royalty revenues | $ 64,599 | $ 0 |
Operating Expenses | ||
Consulting fees | 108,385 | 40,800 |
Depletion, depreciation, and amortization | 21,989 | 0 |
General and administrative | 436,024 | 62,092 |
Management fees | 0 | 204,000 |
Professional fees | 77,417 | 34,617 |
Project expenditures | 98,134 | 0 |
Total Operating Expenses | 741,949 | 341,562 |
Net Operating Loss | (677,350) | (341,562) |
Other Income (Expenses) | ||
Loss on change in fair value of derivative liability | 0 | (471,266) |
Interest expense | (367) | (96,717) |
Gain (loss) on extinguishment of debt | 4,722 | (1,002) |
Total Other Income (Expenses) | 4,355 | (568,985) |
Net Loss | $ (672,995) | $ (910,547) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ (0.04) |
Weighted Average Shares Outstanding - Basic and Diluted | 1,059,014,157 | 22,370,654 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Shares Issuable | Retained Earnings | Total | Subscriptions Payable |
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2020 | $ 500 | $ 1,830 | $ 4,384,537 | $ (7,521,745) | $ (3,134,878) | $ 0 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2020 | 500,000 | 1,829,867 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 136,387 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,429,135 | ||||||
Beneficial conversion feature | $ 0 | $ 0 | 19,500 | 0 | 19,500 | 0 | |
Net Loss | $ 0 | $ 0 | 0 | (910,547) | (910,547) | ||
Shares, Outstanding, Ending Balance at Jul. 31, 2020 | 500,000 | 30,009,078 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Jul. 31, 2020 | $ 500 | $ 30,009 | 4,787,145 | (8,432,292) | (3,599,638) | 15,000 | |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | 0 | 2,429 | 133,958 | 0 | 136,387 | 0 | |
Stock Issued During Period, Value, New Issues | 0 | $ 1,250 | 23,750 | 0 | 25,000 | 0 | |
Stock Issued During Period, Shares, New Issues | 1,250,000 | ||||||
Conversion of Stock, Amount Issued | 0 | ||||||
Stock Issued During Period, Value, Issued for Services | 249,900 | ||||||
Payments of Stock Issuance Costs | 0 | ||||||
Rounding shares (Reverse split) | 0 | $ 0 | 0 | 0 | 0 | 0 | |
Rounding shares (Reverse split), Shares | 76 | ||||||
Stock Issued During Period, Value, Other | 0 | $ 24,500 | 225,400 | 0 | 249,900 | 0 | |
Stock Issued During Period, Shares, Other | 24,500,000 | ||||||
Proceeds from common stock issuable | 0 | $ 0 | 0 | 15,000 | $ 15,000 | ||
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2021 | $ 500 | $ 683,085 | 12,132,666 | $ 676,250 | (10,836,745) | 2,655,756 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | 500,000 | 683,084,699 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 81,250 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,500,000 | ||||||
Beneficial conversion feature | 0 | ||||||
Net Loss | $ 0 | $ 0 | 0 | 0 | (672,995) | (672,995) | |
Shares, Outstanding, Ending Balance at Jul. 31, 2021 | 500,000 | 1,163,465,468 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Jul. 31, 2021 | $ 500 | $ 1,163,466 | 16,519,920 | 0 | (11,509,740) | 6,174,146 | |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | 0 | 6,500 | 74,750 | (81,250) | 0 | 0 | |
Stock Issued During Period, Value, New Issues | 0 | $ 451,550 | 4,063,950 | (595,000) | 0 | 3,920,500 | |
Stock Issued During Period, Shares, New Issues | 451,550,000 | ||||||
Conversion of Stock, Amount Issued | 0 | $ 15,031 | 199,909 | 0 | 0 | 214,940 | |
Conversion of Stock, Shares Issued | 15,030,769 | ||||||
Stock Issued During Period, Value, Issued for Services | 0 | $ 3,300 | 45,810 | 0 | 0 | 49,110 | |
Stock Issued During Period, Shares, Issued for Services | 3,300,000 | ||||||
Common shares issued to settle accounts payable, Value | 0 | $ 4,000 | 36,000 | 0 | 0 | 40,000 | |
Common shares issued to settle accounts payable, Shares | 4,000,000 | ||||||
Payments of Stock Issuance Costs | $ 0 | $ 0 | $ (33,165) | $ 0 | $ 0 | (33,165) | |
Proceeds from common stock issuable | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Operating Activities | ||
Net Loss | $ (672,995) | $ (910,547) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible debt payable | 0 | 44,016 |
Amortization of right-of-use asset | 10,004 | 0 |
Default and conversion fees | 0 | 20,500 |
Depletion, depreciation, and amortization | 21,989 | 0 |
Loss on change in fair value of derivative liability | 0 | 471,266 |
Loss (gain) on settlement of debt | (4,722) | 1,002 |
Rent-free period on operating lease | (11,111) | 0 |
Stock Issued During Period, Value, Issued for Services | 49,110 | 249,900 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (45,630) | 0 |
Prepaid expenses | 5,536 | 0 |
Accounts payable and accrued liabilities | 34,927 | 37,862 |
Due to and from related parties | 0 | 24,232 |
Net Cash Used In Operating Activities | (612,892) | (61,769) |
Investing Activities | ||
Net Cash Used In Investing Activities | (4,036,861) | 0 |
Acquisition and exploitation of oil and gas properties | (3,911,266) | 0 |
Acquisition of property and equipment | (125,595) | 0 |
Financing Activities | ||
Proceeds from issuance of common stock | 3,920,500 | 25,000 |
Proceeds from common stock issuable | 0 | 15,000 |
Proceeds from loans payable | 0 | 22,917 |
Repayment of convertible debenture | (5,000) | 0 |
Payments of Stock Issuance Costs | (33,165) | 0 |
Net Cash Provided by Financing Activities | 3,882,335 | 62,917 |
Change in Cash | (767,418) | 1,148 |
Cash - Beginning of Period | 2,087,897 | 1,631 |
Cash - End of Period | 1,320,479 | 2,779 |
Supplemental Disclosures | ||
Interest paid | 0 | 0 |
Income tax paid | 0 | 0 |
Non-cash investing and financing activities | ||
Beneficial conversion feature | 0 | 19,500 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 81,250 | 136,387 |
Conversion of Stock, Amount Issued | 214,940 | 0 |
Common stock issued for settlement of accounts payable | $ 10,000 | $ 0 |
1. Nature of Operations and Con
1. Nature of Operations and Continuance of Business | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
1. Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business Verde Bio Holdings Inc. (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. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant but management continues to monitor the situation. Going Concern These 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. During the period ended July 31, 2021, the Company incurred a net loss of $672,995 and used cash of $612,892 for operating activities. As at July 31, 2021, the Company had an accumulated deficit of $11,509,740. 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 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 Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) The accompanying condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated interim financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2021. These interim condensed consolidated interim financial statements are unaudited and 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 condensed consolidated interim 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 interim 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) 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. 2. Summary of Significant Accounting Policies (b) The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right-of-use assets and lease liabilities, the fair value of convertible debentures, derivative liabilities, stock-based compensation, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) The Company computes net loss per share in accordance with ASC 260, Earnings per Share (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, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the years ended April 30, 2021, and 2020. 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. 2. Summary of Significant Accounting Policies (d) Fair Value Measurements (continued) 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. (j) 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. Right-of-Use Operating Lease
3. Right-of-Use Operating Lease Asset and Lease Liability | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
3. Right-of-Use Operating Lease Asset and Lease Liability | 3. Right-of-Use Operating Lease Asset and Lease Liability ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. On March 11, 2021, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in accordance with ASC 842, Lease July 31, 2021 April 30, 2021 $ $ Components of lease expense were as follows: Operating lease cost 10,004 6,642 Supplemental cash flow information related to leases: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 16,607 - Right-of-use assets obtained in exchange for lease obligations: Operating leases - 122,120 3. Right-of-Use Asset and Lease Liability July 31, 2021 April 30, 2021 Supplemental balance sheet information related to leases: Operating Leases Operating lease right-of-use assets 105,474 115,478 Operating lease liabilities 114,700 125,811 Weighted Average Remaining Lease Term Operating leases 2.16 years 2.41 years Weighted Average Discount Rate Operating leases 18% 18% Maturities of lease liabilities are as follows: Year Ending April 30, Operating Leases Operating Leases 2022 55,358 66,430 2023 66,430 66,430 2024 22,143 22,143 Total lease payments 143,931 155,003 Less: imputed interest (29,231) (29,192) Total 114,700 125,811 |
4. Royalty Interests in Oil and
4. Royalty Interests in Oil and Gas Properties | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
4. Royalty Interests in Oil and Gas Properties | 4. Royalty Interests in Oil and Gas Properties July 31, 2021 $ April 30, 2021 $ Opening Balance 895,487 - Acquisition costs 3,911,266 2,867,042 Registration costs - 6,440 Depletion expense (21,989) (50,185) Impairment loss - (1,927,810) Ending Balance 4,784,764 895,487 On July 19, 2020, the Company signed a purchase agreement for a 50% right, title and interest to certain oil and gas properties located in the United States in exchange for 10,000,000 shares of common stock of the Company with fair value of $245,000 which was determined based on the fair value of the Company’s common shares on the date of issuance on August 10, 2020. On September 21, 2020, the Company signed a purchase agreement for a 100% right, title and interest to certain oil and gas properties located in the United States for consideration of 5,000,000 shares of common stock of the Company with a fair value of $126,500. On March 5, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Adams County, Colorado for cash consideration of $150,000. On March 16, 2021, the Company signed a purchase and sale agreement for 50% right, title and interest to certain oil and gas properties located in Weld County, Colorado for cash consideration of $152,000. 4. Royalty Interests in Oil and Gas Properties On March 18, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Desoto and Sabine Parish, LA and Loving County, Texas for cash consideration of $127,500. On March 18, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Adams County, Colorado for cash consideration of $150,000. On March 22, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Weld County, Colorado for cash consideration of $152,000. On March 26, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Red River and Sabine Parish, LA for cash consideration of $380,952. On April 1, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Red River and Desoto Parish, LA for cash consideration of $359,975. On April 1, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Ohio County, West Virginia for cash consideration of $133,000. On April 13, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Laramie County, Wyoming for cash consideration of $502,764. On April 19, 2021, the Company signed a purchase and sale agreement for 100% right, title and interest to certain oil and gas properties located in Howard County, Texas for cash consideration of $430,000. On May 4, 2021, the Company signed a purchase and sale agreement for 100% right, title, and interest to certain properties located in Laramie County, Wyoming for cash consideration of $431,425. On May 13, 2021, the Company signed a purchase and sale agreement for 100% right, title, and interest to certain properties located in Colorado and Ohio for cash consideration of $1,100,000. On June 14, 2021, the Company signed a purchase and sale agreement for 100% right, title, and interest to certain properties located in Jack County, Texas for cash consideration of $1,600,000. On July 16, 2021, the Company signed a purchase and sale agreement for 100% right, title, and interest to certain properties located in Bienville, Louisiana for cash consideration of $800,000. |
5. Related Party Transactions
5. Related Party Transactions | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
5. Related Party Transactions | 5. Related Party Transactions (a) |
6. Convertible Debentures
6. Convertible Debentures | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
6. Convertible Debentures | 6. Convertible Debenture 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%. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $5,333 of the discount resulted from debt issuance costs. The carrying value of the convertible note was be accreted over the term of the convertible note up to the face value of $33,333. During the period ended July 31, 2021, the Company repaid the balance owing on the debenture. As at July 31, 2021, the carrying value of the note was $nil (April 30, 2021 - $1,203) and the Company recorded derivative liability of $nil (April 30, 2021 - $8,519). |
7. Derivative Liability
7. Derivative Liability | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
7. Derivative Liability | 7. Derivative Liability The fair value of the derivative liability 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 period ended July 31, 2021, the Company recorded a loss on the change in fair value of $nil (2020 –$471,266). As at July 31, 2021, the Company recorded a derivative liability of $nil (April 30, 2021 - $8,519). A summary of the activity of the derivative liability is shown below: $ Balance, April 30, 2021 8,519 Adjustment for conversion (8,519) Balance, July 31, 2021 - |
8. Convertible Preferred Series
8. Convertible Preferred Series B Stock Liability | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
8. Convertible Preferred Series B Stock Liability | 8. 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 fair 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, and management fees of $33,000. As 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, the 530,000 shares with a balance of $583,000 is recorded as a liability on the balance sheet. During the year ended April 30, 2021, the Company issued 21,441,440 shares of common stock for the conversion of 334,600 shares of Series B preferred stock. During the period ended July 31, 2021, the Company issued 15,030,769 common shares for the conversion of 195,400 Series B preferred stock. As of July 31, 2021, the carrying value of nil Convertible Preferred Series B Stock was $nil (April 30, 2021 - $214,940). As of July 31, 2021 there was zero Convertible Preferred Series B Stock outstanding (April 30, 2021 – 195,400). |
9. Common Shares
9. Common Shares | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
9. Common Shares | 9. Common Shares Authorized: 5,000,000,000 common shares with a par value of $0.001 per share. During the three months ended July 31, 2021, the Company issued 451,550,000 common shares at $0.01 per common share for proceeds of $4,545,500, of which $595,000 was received as at April 30, 2021. As part of the financing, the Company paid share issuance costs of $33,165 which is recorded as a charge against additional paid-in capital. On May 4, 4021, the Company issued 3,000,000 common shares with a fair value of $45,300 for consulting services. On May 13, 2021, the Company issued 15,030,769 common shares pursuant to the conversion of 195,400 shares of Series B convertible preferred stock. Refer to Note 8. On May 14, 2021, the Company issued 100,000 common shares with a fair value of $1,330 for consulting services. On May 17, 2021, the Company issued 1,000,000 common shares with a fair value of $10,000 for settlement of accounts payable. On June 21, 2021, the Company issued 100,000 common shares with a fair value of $1,400 for consulting services. On July 15, 2021, the Company issued 100,000 common shares with a fair value of $1,080 for consulting services. On July 22, 2021, the Company issued 3,000,000 common shares with a fair value of $30,000 for settlement of accounts payable. |
10. Preferred Shares
10. Preferred Shares | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
10. Preferred Shares | 10. Preferred Shares Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Convertible Preferred Series A stock On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible into one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held. Convertible Preferred Series B stock – see Note 8. |
11. Commitments and Contingenci
11. Commitments and Contingencies | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
11. Commitments and Contingencies | 11. Commitments and Contingencies On May 28, 2020, the Company and an unrelated party entered into equity financing agreement, whereby the investor shall invest up to $5,000,000 over the period of 36 months pursuant to a “put” option held by the Company, subject to certain limitations. The price of the common shares shall be equal to 80% of the lowest traded price during the last 10 trading days leading up to each put notice, subject to a floor of $0.001 per share. As part of the agreement, the Company issued a convertible promissory note to the unrelated party to offset transaction costs of $20,000, which was deemed as earned upon the execution of the agreement. The note was convertible into common stock of the Company at a fixed price of $0.01, which equals the lowest traded price for the common stock on the trading day preceding the execution of the note. During the year ended April 30, 2021, the convertible promissory note was repaid. As of July 31, 2021, no common shares have been sold pursuant to the equity financing agreement. |
12. Subsequent Events
12. Subsequent Events | 3 Months Ended |
Jul. 31, 2021 | |
Notes | |
12. Subsequent Events | 12. Subsequent Events On August 3, 2021, the Company issued 1,000,000 common shares to a non-related party for consulting services. On August 16, 2021, the Company issued 100,000 common shares to a non-related party for consulting services. On August 20, 2021, the Company acquired 100% right, title, and interest to certain properties located in Jack County, Texas for cash consideration of $900,000. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: (a) Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Jul. 31, 2021 | |
Policies | |
(a) Basis of Presentation and Principles of Consolidation | (a) The accompanying condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated interim financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2021. These interim condensed consolidated interim financial statements are unaudited and 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 condensed consolidated interim 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 interim 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. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies: (b) Use of Estimates (Policies) | 3 Months Ended |
Jul. 31, 2021 | |
Policies | |
(b) Use of Estimates | (b) 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. 2. Summary of Significant Accounting Policies (b) The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right-of-use assets and lease liabilities, the fair value of convertible debentures, derivative liabilities, stock-based compensation, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Policies) | 3 Months Ended |
Jul. 31, 2021 | |
Policies | |
(c) Basic and Diluted Net Loss Per Share | (c) The Company computes net loss per share in accordance with ASC 260, Earnings per Share |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: (d) Fair Value Measurements (Policies) | 3 Months Ended |
Jul. 31, 2021 | |
Policies | |
(d) Fair Value Measurements | (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, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the years ended April 30, 2021, and 2020. 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. 2. Summary of Significant Accounting Policies (d) Fair Value Measurements (continued) 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. |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies: (j) Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Jul. 31, 2021 | |
Policies | |
(j) Recent Accounting Pronouncements | (j) 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. Right-of-Use Operating Lea_2
3. Right-of-Use Operating Lease Asset and Lease Liability: Lessee, Operating Lease, Disclosure (Tables) | 3 Months Ended |
Jul. 31, 2020 | |
Tables/Schedules | |
Lessee, Operating Lease, Disclosure | July 31, 2021 April 30, 2021 $ $ Components of lease expense were as follows: Operating lease cost 10,004 6,642 Supplemental cash flow information related to leases: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 16,607 - Right-of-use assets obtained in exchange for lease obligations: Operating leases - 122,120 3. Right-of-Use Asset and Lease Liability July 31, 2021 April 30, 2021 Supplemental balance sheet information related to leases: Operating Leases Operating lease right-of-use assets 105,474 115,478 Operating lease liabilities 114,700 125,811 Weighted Average Remaining Lease Term Operating leases 2.16 years 2.41 years Weighted Average Discount Rate Operating leases 18% 18% |
3. Right-of-Use Operating Lea_3
3. Right-of-Use Operating Lease Asset and Lease Liability: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 3 Months Ended |
Jul. 31, 2021 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Maturities of lease liabilities are as follows: Year Ending April 30, Operating Leases Operating Leases 2022 55,358 66,430 2023 66,430 66,430 2024 22,143 22,143 Total lease payments 143,931 155,003 Less: imputed interest (29,231) (29,192) Total 114,700 125,811 |
4. Royalty Interests in Oil a_2
4. Royalty Interests in Oil and Gas Properties: Schedule Of Oi lAnd Gas Property Tbl (Tables) | 3 Months Ended |
Jul. 31, 2021 | |
Tables/Schedules | |
Schedule Of Oi lAnd Gas Property Tbl | July 31, 2021 $ April 30, 2021 $ Opening Balance 895,487 - Acquisition costs 3,911,266 2,867,042 Registration costs - 6,440 Depletion expense (21,989) (50,185) Impairment loss - (1,927,810) Ending Balance 4,784,764 895,487 |
7. Derivative Liability_ Schedu
7. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Tables) | 3 Months Ended |
Jul. 31, 2021 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | A summary of the activity of the derivative liability is shown below: $ Balance, April 30, 2021 8,519 Adjustment for conversion (8,519) Balance, July 31, 2021 - |
1. Nature of Operations and C_2
1. Nature of Operations and Continuance of Business (Details) - USD ($) | 3 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2021 | |
Details | |||
Entity Incorporation, Date of Incorporation | Feb. 24, 2010 | ||
Working Capital (Deficit) | $ (672,995) | ||
Net Cash Used In Operating Activities | (612,892) | $ (61,769) | |
Accumulated deficit | $ (11,509,740) | $ (10,836,745) |
2. Summary of Significant Acc_7
2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Details) - shares | Jul. 31, 2021 | Apr. 30, 2021 |
Details | ||
Potentially dilutive shares outstanding | 5,000 | 7,718,600 |
3. Right-of-Use Operating Lea_4
3. Right-of-Use Operating Lease Asset and Lease Liability: Lessee, Operating Lease, Disclosure (Details) - USD ($) | Jul. 31, 2021 | Apr. 30, 2021 |
Details | ||
Operating lease cost | $ 10,004 | $ 6,642 |
Operating cash flows from operating leases | 16,607 | 0 |
Operating leases | 0 | 122,120 |
Operating Lease, Right-of-Use Asset | 105,474 | 115,478 |
Operating Lease, Liability | $ 114,700 | $ 125,811 |
Weighted Average Remaining Lease Term | 2 years 1 month 28 days | 2 years 4 months 28 days |
Weighted Average Discount Rate | 18.00% | 18.00% |
3. Right-of-Use Operating Lea_5
3. Right-of-Use Operating Lease Asset and Lease Liability: Schedule of Future Minimum Rental Payments for Operating Leases (Details) - USD ($) | Jul. 31, 2021 | Apr. 30, 2021 |
Details | ||
2022 | $ 55,358 | $ 66,430 |
2023 | 66,430 | 66,430 |
2024 | 22,143 | 22,143 |
Total lease payments | 143,931 | 155,003 |
Less: imputed interest | (29,231) | (29,192) |
Total | $ 114,700 | $ 125,811 |
4. Royalty Interests in Oil a_3
4. Royalty Interests in Oil and Gas Properties: Schedule Of Oi lAnd Gas Property Tbl (Details) - USD ($) | Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 |
Details | |||||
Oil and natural gas properties , net based on full cost method of accounting | $ 4,784,764 | $ 895,487 | $ 4,784,764 | $ 0 | |
Acquisition Costs, Period Cost | 3,911,266 | 2,867,042 | |||
Debt Issuance Costs, Net | 0 | 6,440 | 0 | ||
Depletion, depreciation, and amortization | (21,989) | (50,185) | $ (21,989) | $ 0 | |
Impairment of Oil and Gas Properties | $ 0 | $ (1,927,810) |
4. Royalty Interests in Oil a_4
4. Royalty Interests in Oil and Gas Properties (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
RoyaltyAgreement 1 | ||
Fair Value of Assets Acquired | $ 245,000 | |
RoyaltyAgreement 2 | ||
Fair Value of Assets Acquired | $ 126,500 | |
RoyaltyAgreement 3 | ||
Cash consideration for Purchase and Sale Agreement | $ 150,000 | |
RoyaltyAgreement 4 | ||
Cash consideration for Purchase and Sale Agreement | 152,000 | |
RoyaltyAgreement 5 | ||
Cash consideration for Purchase and Sale Agreement | 127,500 | |
RoyaltyAgreement 6 | ||
Cash consideration for Purchase and Sale Agreement | 150,000 | |
RoyaltyAgreement 7 | ||
Cash consideration for Purchase and Sale Agreement | 152,000 | |
RoyaltyAgreement 8 | ||
Cash consideration for Purchase and Sale Agreement | 380,952 | |
RoyaltyAgreement 9 | ||
Cash consideration for Purchase and Sale Agreement | 359,975 | |
RoyaltyAgreement 10 | ||
Cash consideration for Purchase and Sale Agreement | 133,000 | |
RoyaltyAgreement 11 | ||
Cash consideration for Purchase and Sale Agreement | 502,764 | |
RoyaltyAgreement 12 | ||
Cash consideration for Purchase and Sale Agreement | 430,000 | |
RoyaltyAgreement 13 | ||
Cash consideration for Purchase and Sale Agreement | 431,425 | |
RoyaltyAgreement 14 | ||
Cash consideration for Purchase and Sale Agreement | 1,100,000 | |
RoyaltyAgreement 15 | ||
Cash consideration for Purchase and Sale Agreement | 1,600,000 | |
RoyaltyAgreement 16 | ||
Cash consideration for Purchase and Sale Agreement | $ 800,000 |
5. Related Party Transactions (
5. Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
President | ||
Management Fee Expense | $ 0 | $ 204,000 |
6. Convertible Debentures (Deta
6. Convertible Debentures (Details) - USD ($) | Jul. 19, 2017 | Jul. 31, 2021 | Apr. 30, 2021 |
Debt Issuance Costs, Net | $ 0 | $ 6,440 | |
Convertible Debenture 11 | |||
Debt Instrument, Face Amount | $ 33,333 | ||
Convertible Debenture1 | |||
Proceeds from Convertible Debt | $ 28,000 | ||
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. In the event of default, the interest rate increases to 24% | ||
Debt Issuance Costs, Net | $ 5,333 | ||
Long-term Debt, Gross | 0 | 1,203 | |
Debt Instrument, Unamortized Discount | $ 0 | $ 8,519 |
7. Derivative Liability (Detail
7. Derivative Liability (Details) - USD ($) | 3 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2021 | |
Details | |||
Derivative, Loss on Derivative | $ 0 | $ 471,266 | |
Derivative liability | $ 0 | $ 8,519 |
7. Derivative Liability_ Sche_2
7. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2021 | Jul. 31, 2021 | |
Derivative liability | $ 8,519 | $ 0 |
Adjustment for Conversion | ||
Increase (Decrease) in Derivative Liabilities | $ (8,519) |
8. Convertible Preferred Seri_2
8. Convertible Preferred Series B Stock Liability (Details) | Jun. 17, 2019shares |
Details | |
Preferred Stock, Shares Issued | 530,000 |
9. Common Shares (Details)
9. Common Shares (Details) - USD ($) | 3 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2021 | |
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Debt Conversion, Converted Instrument, Amount | $ 4,545,500 | ||
Stock Issued During Period, Value, New Issues | $ 3,920,500 | $ 25,000 | |
Stock Issuances | |||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||
Stock Issued During Period, Value, New Issues | $ 45,300 | ||
Stock Issuances1 | |||
Stock Issued During Period, Shares, New Issues | 15,030,769 | ||
Stock Issued During Period, Value, New Issues | $ 195,400 | ||
Stock Issuances2 | |||
Stock Issued During Period, Shares, New Issues | 100,000 | ||
Stock Issued During Period, Value, New Issues | $ 1,330 | ||
Stock Issuances3 | |||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||
Stock Issued During Period, Value, New Issues | $ 10,000 | ||
Stock Issuances4 | |||
Stock Issued During Period, Shares, New Issues | 100,000 | ||
Stock Issued During Period, Value, New Issues | $ 1,400 | ||
Stock Issuances5 | |||
Stock Issued During Period, Shares, New Issues | 100,000 | ||
Stock Issued During Period, Value, New Issues | $ 1,080 | ||
Stock Issuances6 | |||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||
Stock Issued During Period, Value, New Issues | $ 30,000 | ||
Common Stock | |||
Debt Conversion, Converted Instrument, Shares Issued | 451,550,000 | ||
Stock Issued During Period, Shares, New Issues | 451,550,000 | 1,250,000 | |
Stock Issued During Period, Value, New Issues | $ 451,550 | $ 1,250 |
10. Preferred Shares (Details)
10. Preferred Shares (Details) - $ / shares | Apr. 18, 2017 | Jul. 31, 2021 | Apr. 30, 2021 | Jun. 17, 2019 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
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 into one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held. |