RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS Related party compensation for the nine months ended January 31, 2023 and 2022, and shareholding and salary payable as of January 31, 2023 and April 30, 2022, are summarized as below: Nine months ended January 31, 2023 Title Wages Expense Management/ Consulting Fees Stock Compensation CEO $ 49,335 $ - $ 142,500 Advisor - Affiliate - 45,000 - President 15,000 - 13,125 COO 15,000 - 13,125 CFO 23,762 118,188 473,698 VP Sales 56,816 - 43,750 President - Distro Plus 51,631 10,000 - $ 211,544 $ 173,188 $ 686,198 Nine months ended January 31, 2022 Title Wages Expense Management/ Consulting Fees Stock Compensation CEO $ - $ 47,530 $ 2,100,000 Advisor - Affiliate - 75,000 11,429,272 President 10,000 - 2,534,500 COO 5,000 - 3,377,040 CFO 5,000 - 28,440 VP Sales 40,000 - 1,531,336 $ 60,000 $ 122,530 $ 21,000,588 As of January 31, 2023 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Salary/ Consulting Title (Shares) (Shares) (Shares) Fees Payable CEO 7,350,000 500,000 - $ 462 Advisor - Affiliate 6,453,000 500,000 175,000 135,000 President 2,574,167 - - - COO 1,056,000 - - - CFO 990,768 - - - VP Sales 1,377,169 - - 14,432 President - Distro Plus - - - 738 19,801,104 1,000,000 175,000 $ 150,632 As of April 30, 2022 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Salary/ Consulting Title (Shares) (Shares) (Shares) Fees 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 nine months ended January 31, 2022, the Company issued 2,100,000 shares of common stock to the CEO valued at $2,100,000. During the nine months ended January 31, 2023, the Company issued 187,500 shares of common stock to the CEO valued at $142,500. During the nine months ended January 31, 2023, and 2022, the Company incurred management fees of $0 and $47,530 to the CEO, respectively. During the nine months ended January 31, 2023 and 2022, the Company incurred management salary expense of $49,335 and $0 to the CEO, respectively. As of January 31, 2023 and April 30, 2022, salary payable was $462 and $8,077, respectively. Advisor - Affiliate During the nine months ended January 31, 2022, 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 nine months ended January 31, 2022, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000 for services rendered. During the nine months ended January 31, 2022, the Company 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, with $2,452,290 recorded as stock-based compensation expense in Professional fees – related party. During the nine months ended January 31, 2023 and January 31, 2022, the Company incurred consulting fees of $45,000 and $75,000 which includes sign on bonus if $50,000 to the affiliated advisor, respectively. As of January 31, 2023 and April 30, 2022, the total amount due to the affiliated advisor was $135,000 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 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 January 31, 2023. During the nine months ended January 31, 2023, 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 nine months ended January 31, 2022, the Company issued 2,280,000 shares of common stock to the President valued at $2,370,000. During the nine months ended January 31, 2022, the Company accrued stock payable of $164,500 for stock awarded to the President for outstanding shares of 166,667 common stock. During the nine months ended January 31, 2023, the Company issued 62,500 shares of common stock to the President valued at $13,125 for services rendered. During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $15,000 and $10,000 to the President, respectively. During the nine months ended January 31, 2023, the Company forgave management salary payable of $35,000 and recorded it to additional paid in capital. As of January 31, 2023 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 recapture 1,369,333 shares of common stock. On November 8, 2022, the COO returned 1,369,333 shares of common stock to the Company. During the nine months ended January 31, 2022, the Company issued 55,000 shares of common stock to the COO valued at $82,500. During the nine months ended January 31, 2022, 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 January 31, 2022. During the nine months ended January 31, 2022, the Company recorded stock payable to the COO for quarterly vested 145,833 common shares at $144,750. During the nine months ended January 31, 2023, the Company issued 62,500 shares of common stock to the COO valued at $13,125 for services rendered. During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $15,000 and $5,000 to the COO, respectively. During the nine months ended January 31, 2023, the Company forgave management salary payable of $26,077 and recorded it to additional paid in capital. As of January 31, 2023 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 nine months ended January 31, 2022, the Company accrued stock payable of $28,440 for stock awarded to the CFO for outstanding shares of 30,000 common stock. During the nine months ended January 31, 2023, the Company issued 615,768 shares of common stock to the CFO valued at $473,698. During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $23,762 and $5,000 and incurred consulting fees of $118,188 and $0 to the CFO, respectively. As of January 31, 2023 and April 30, 2022, salary payable was $0 and $8,077, respectively. VP Sales and Marketing During the nine months ended January 31, 2023, the Company issued 208,333 shares of common stock to the VP Sales and Marketing valued at $43,750 for services rendered. During the nine months ended January 31, 2022, the Company issued 1,366,336 shares of common stock to the VP Sales and Marketing valued at $1,531,336 for services rendered. During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $56,816 and $40,000 to the VP Sales and Marketing, respectively. As of January 31, 2023 and April 30, 2022, salary payable was $14,432 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 nine months ended January 31, 2023, and 2022, the Company incurred management salary of $51,631 and $0 to the President, respectively. As of January 31, 2023, and April 30, 2022, salary payable was $738 and $0, respectively. During the nine months ended January 31, 2023 and 2022, the Company incurred consulting fees of $10,000 and $0 to the President, respectively. As of January 31, 2023 and April 30, 2022, the amount due to the related parties was $150,632 and $177,932, respectively. |