RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Related party compensation for the six months ended October 31, 2022 and October 31, 2021, and shareholding and salary payable as of October 31, 2022, and April 30, 2022, are summarized as below: Six months ended October 31, 2022 Title Wages Expense (Recovery) Management/ Consulting Fees Stock Compensation CEO - GPO $ 31,951 $ - $ 129,375 Advisor - Affiliate - 30,000 - President 15,000 - 13,125 COO 15,000 - 13,125 CFO 23,762 51,938 402,338 VP Sales 31,951 - - President - Distro Plus 22,570 10,000 - $ 140,234 $ 91,938 $ 557,963 Six months ended October 31, 2021 Title Wages Expense Management/ Consulting Fees Stock Compensation CEO $ - $ 36,130 $ - Advisor - Affiliate - 60,000 11,429,272 President - - 270,000 COO - - 3,326,040 CFO - - - VP Sales - - 495,000 $ - $ 96,130 $ 15,520,312 As of October 31, 2022 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Salary/Consulting Fees Title (Shares) (Shares) (Shares) Payable CEO 7,287,500 500,000 - $ 5,897 Advisor - Affiliate 6,453,000 500,000 175,000 120,000 President 2,574,167 - - - COO 2,425,833 - - - CFO 650,960 - - - VP Sales 1,168,836 - - 15,078 President - Distro Plus - - - 2,769 20,560,296 1,000,000 175,000 $ 143,744 As of April 30, 2022 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Salary/Consulting Fees Title (Shares) (Shares) (Shares) Payable CEO 7,162,500 500,000 - $ 8,077 Advisor - Affiliate 6,453,000 500,000 175,000 90,000 President 2,511,667 - - 20,000 COO 2,363,333 - - 11,077 CFO 375,000 - - 8,077 VP Sales 1,288,836 - - 40,701 20,154,336 1,000,000 175,000 $ 177,932 CEO During the six months ended October 31, 2022, the Company issued 125,000 shares of common stock to the CEO valued at $129,375. During the six months ended October 31, 2022 and 2021, the Company incurred management fees of $0 and $36,130 to the CEO, respectively. During the six months ended October 31, 2022 and 2021, the Company incurred management salary expense of $31,951 and $0 to the CEO, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $5,897 and $8,077, respectively. Advisor - Affiliate During the six months ended October 31, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $18. The remaining portion of $1,749,982 was recorded as stock-based compensation expense in Professional fees - related party. During the six months ended October 31, 2021, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000. During the six months ended October 31, 2021, the Company has received $210 cash consideration for the issuance of 1,635,000 shares of ordinary common stock to the executive in pursuant to an agreement signed on August 27, 2021. The Company recorded stock payable for services valued at $2,452,500. During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $30,000 and $60,000 which includes sign on bonus if $50,000 to the affiliated advisor, respectively. As of October 31, 2022 and April 30, 2022, the total amount due to the affiliated advisor was $120,000 and $90,000, respectively. President On October 18, 2022, the Company accepted the voluntary resignation of the President of the Company who will remain an independent member of the Board. On October 21, 2022, the Company has entered into a share recapture agreement for the future recapture of 750,000 shares of common stock out of 2,574,167 common shares that he currently holds as of October 31, 2022. During the six months ended October 31, 2022, the Company recorded forgiveness of debt from Pure Nutrition, which is owned by the President at $84,660, to additional paid in capital. During the six months ended October 31, 2022, the Company issued 62,500 shares of common stock to the President valued at $13,125. During the six months ended October 31, 2021, the Company issued 180,000 shares of common stock to the President valued at $270,000. During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $15,000 and $0 to the President, respectively. During the six months ended October 31, 2022, the Company forgave management salary payable of $35,000 and recorded it to additional paid in capital. As of October 31, 2022 and April 30, 2022, salary payable was $0 and $20,000, respectively. COO On October 18, 2022, the Company accepted the voluntary resignation of the COO of the Company, a member of the Board, and all other positions with the Company. On October 18, 2022, the Company has entered into a share recapture agreement for the future recapture 1,369,333 shares of common stock out of 2,456,000 common shares that he currently holds as of October 31, 2022. (Note 11) During the six months ended October 31, 2022, the Company issued 62,500 shares of common stock to the COO valued at $13,125. During the six months ended October 31, 2021, the Company issued 55,000 shares of common stock to the COO valued at $82,500. During the six months ended October 31, 2021, the Company awarded 2,100,000 shares of common stock to the COO value at $3,149,790, net of cash proceeds of $210. These stock awards were issued on December 31, 2021 and were recorded stock payable as of October 31, 2021. During the six months ended October 31, 2021, the Company recorded stock payable for quarterly vested 62,500 common shares at $93,750. During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $15,000 and $0 to the COO, respectively. During the six months ended October 31, 2022, the Company forgave management salary payable of $26,077 and recorded it to additional paid in capital. As of October 31, 2022 and April 30, 2022, salary payable was $0 and $11,077, respectively. CFO On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO. During the six months ended October 31, 2022, the Company issued 275,960 shares of common stock to the CFO valued at $402,338. During the six months ended October 31, 2022 and October 31, 2021, the Company incurred management salary of $23,762 and $0 to the CFO, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $0 and $8,077, respectively. During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $51,938 and $0 to the CFO, respectively. VP Sales and Marketing During the six months ended October 31, 2022, the Company issued 80,000 shares of common stock to the VP Sales and Marketing for salary payable at $35,200. During the six months ended October 31, 2021, the Company issued 330,000 shares of common stock to the VP Sales and Marketing valued at $495,000. During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $31,951 and $0 to the VP Sales and Marketing, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $15,078 and $40,701, respectively. President – Distro Plus On August 29, 2022, the Company entered into an employment agreement for the hiring of President of DISTRO Plus, a division of the Company. During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $22,570 and $0 to the President, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $2,769 and $0, respectively. During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $10,000 and $0 to the President, respectively. As of October 31, 2022 and April 30, 2022, the amount due to the related parties was $143,744 and $177,932. |