Cover
Cover - USD ($) | 12 Months Ended | ||
Apr. 30, 2023 | Aug. 30, 2023 | Oct. 31, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | GPO PLUS, INC. | ||
Entity Central Index Key | 0001673475 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --04-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Apr. 30, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 44,223,860 | ||
Entity Public Float | $ 7,887,062 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-213744 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 37-1817132 | ||
Entity Address Address Line 1 | 3571 E. Sunset Road | ||
Entity Address Address Line 2 | Suite 300 | ||
Entity Address Address Line 3 | Suite 300 | ||
Entity Address City Or Town | Las Vegas | ||
Entity Address State Or Province | NV | ||
Entity Address Postal Zip Code | 89120 | ||
City Area Code | 852 | ||
Auditor Name | Pinnacle Accountancy Group of Utah | ||
Local Phone Number | 5238-9111 | ||
Entity Interactive Data Current | Yes | ||
Auditor Location | Farmington, Utah | ||
Auditor Firm Id | 6117 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Current Assets: | ||
Cash | $ 55,496 | $ 2,877 |
Accounts receivable | 43,614 | 1,104 |
Prepaid expenses | 69,351 | 445,633 |
Inventory | 156,997 | 0 |
Total Current Assets | 325,458 | 449,614 |
Finance lease right-of-use assets, net | 129,367 | 0 |
Property and equipment, net | 72,886 | 4,098 |
Intangible assets, net | 62,290 | 0 |
TOTAL ASSETS | 590,001 | 453,712 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 517,037 | 519,606 |
Accrued interest | 119,488 | 31,304 |
Accrued liabilities - related parties | 253,235 | 177,932 |
Convertible note payable, net of debt discount of $0 and $15,480, respectively | 263,000 | 417,520 |
Promissory note payable, net of debt discount of $293,952 and $0, respectively | 1,211,548 | 0 |
Finance lease liabilities | 25,383 | 0 |
Total Current Liabilities | 2,389,691 | 1,146,362 |
Finance lease liabilitiess | 88,221 | 0 |
Total Liabilities | 2,477,912 | 1,146,362 |
Commitments and Contingencies (Note 11) | 0 | 0 |
Stockholders' Deficit: | ||
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding | 3,947 | 3,136 |
Additional paid in capital | 30,635,238 | 27,795,797 |
Accumulated deficit | (34,502,113) | (30,466,600) |
Total Stockholders' Deficit | (3,862,816) | (2,667,555) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 590,001 | 453,712 |
Series A Non-Voting Redeemable Preferred stock [Member] | ||
Current Liabilities: | ||
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 shares issued and outstanding | 1,750,000 | 1,750,000 |
Founders Series A Non-Voting Redeemable Preferrd stock [Member] | ||
Current Liabilities: | ||
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 shares issued and outstanding | 224,905 | 224,905 |
Founders Class A Common Stock [Member] | ||
Stockholders' Deficit: | ||
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding | 12 | 12 |
Series A Preferred Stock [Member] | ||
Current Liabilities: | ||
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 shares issued and outstanding | $ 100 | $ 100 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Convertible note payable, debt discount | $ 0 | $ 15,480 |
Promissory note payable, debt discount | $ 293,952 | $ 0 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 39,454,300 | 31,361,572 |
Common stock, shares outstanding | 31,361,572 | 31,361,572 |
Founders Class A Common Stock [Member] | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 115,000 | 115,000 |
Common stock, shares outstanding | 115,000 | 115,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued | 1,000,000 | 1,000,000 |
Preferred Stock, shares outstanding | 1,000,000 | 1,000,000 |
Preferred Stock, shares designated | 1,000,000 | 1,000,000 |
Series A Non - Voting Redeemable Preferred Stock [Member] | ||
Preferred Stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued | 175,000 | 175,000 |
Preferred Stock, shares outstanding | 175,000 | 175,000 |
Preferred Stock, stated value | $ 10 | $ 10 |
Preferred Stock, shares designated | 175,000 | 175,000 |
Founder Series A Non Voting Redeemable Preferred Stock [Member] | ||
Preferred Stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued | 28,750 | 28,750 |
Preferred Stock, shares outstanding | 28,750 | 28,750 |
Preferred Stock, stated value | $ 15 | $ 15 |
Preferred Stock, shares authorized | 500,000 | 500,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
Revenues | $ 653,516 | $ 1,162,822 |
Cost of revenue | 467,504 | 1,143,947 |
Gross Profit | 186,012 | 18,875 |
Operating Expenses | ||
General and administrative | 590,088 | 333,961 |
Professional fees | 1,784,260 | 7,670,331 |
Professional fees - related parties | 843,226 | 21,003,523 |
Management fees and salaries - related parties | 582,667 | 271,632 |
Total Operating Expenses | 3,800,241 | 29,279,447 |
Loss from operations | (3,614,229) | (29,260,572) |
Other Expense | ||
Interest expense | (421,284) | (329,884) |
Total Other Expense | (421,284) | (329,884) |
Net Loss | $ (4,035,513) | $ (29,590,456) |
Net Loss Per Common Share: Basic and Diluted | $ (0.12) | $ (1.35) |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 33,753,527 | 21,961,279 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Founders Series A Non - Voting Redeemable Preferred Stock | Founders Class A Common Stock | Series A Non - Voting Redeemable Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Apr. 30, 2021 | 28,750 | 115,000 | 1,000,000 | 9,666,674 | ||||
Balance, amount at Apr. 30, 2021 | $ (424,147) | $ 224,905 | $ 12 | $ 0 | $ 100 | $ 967 | $ 450,918 | $ (876,144) |
Issuance of preferred stock for cash, shares | 175,000 | |||||||
Issuance of preferred stock for cash, amount | 0 | 0 | 0 | $ 1,750,000 | 0 | $ 0 | 0 | 0 |
Stock based compensation, shares | 5,343,957 | |||||||
Stock based compensation, amount | 7,284,527 | 0 | 0 | 0 | 0 | $ 534 | 7,283,993 | 0 |
Stock based compensation - related party, shares | 15,104,336 | |||||||
Stock based compensation - related party, amount | 19,253,961 | 0 | 0 | 0 | 0 | $ 1,510 | 19,252,451 | 0 |
Issuance of common stock for prepaid expense, shares | 1,160,938 | |||||||
Issuance of common stock for prepaid expense, amount | 447,600 | 0 | 0 | 0 | 0 | $ 116 | 447,484 | 0 |
Issuance of common stock for lease, shares | 50,667 | |||||||
Issuance of common stock for lease, amount | 52,900 | 0 | 0 | 0 | 0 | $ 5 | 52,895 | 0 |
Issuance of common stock for cash, shares | 20,000 | |||||||
Issuance of common stock for cash, amount | 30,000 | 0 | 0 | 0 | 0 | $ 2 | 29,998 | 0 |
Issuance of common stock for conversion of debts, shares | 15,000 | |||||||
Issuance of common stock for conversion of debts, amount | 15,000 | 0 | 0 | 0 | 0 | $ 2 | 14,998 | 0 |
Warrants issued in conjunction with convertible note | 263,060 | 0 | 0 | 0 | 0 | 0 | 263,060 | 0 |
Net loss | (29,590,456) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (29,590,456) |
Forgiveness of related party loan | 0 | |||||||
Balance, shares at Apr. 30, 2022 | 28,750 | 115,000 | 175,000 | 1,000,000 | 31,361,572 | |||
Balance, amount at Apr. 30, 2022 | (2,667,555) | $ 224,905 | $ 12 | $ 1,750,000 | $ 100 | $ 3,136 | 27,795,797 | (30,466,600) |
Stock based compensation, shares | 1,937,140 | |||||||
Stock based compensation, amount | 678,697 | 0 | 0 | 0 | 0 | $ 194 | 678,503 | 0 |
Stock based compensation - related party, shares | 2,129,304 | |||||||
Stock based compensation - related party, amount | 843,226 | 0 | 0 | 0 | 0 | $ 213 | 843,013 | 0 |
Issuance of common stock for prepaid expense, shares | 505,000 | |||||||
Issuance of common stock for prepaid expense, amount | 200,700 | 0 | 0 | 0 | 0 | $ 51 | 200,649 | 0 |
Issuance of common stock for lease, shares | 105,785 | |||||||
Issuance of common stock for lease, amount | 32,591 | 0 | 0 | 0 | 0 | $ 11 | 32,580 | 0 |
Issuance of common stock for cash, shares | 16,500 | |||||||
Issuance of common stock for cash, amount | 24,757 | 0 | 0 | 0 | 0 | $ 2 | 24,755 | 0 |
Net loss | (4,035,513) | 0 | 0 | 0 | 0 | $ 0 | (4,035,513) | |
Issuance of common stock for promissory note extension, shares | 450,000 | |||||||
Issuance of common stock for promissory note extension, amount | 63,450 | 0 | 0 | 0 | 0 | $ 45 | 63,405 | 0 |
Issuance of common stock for exercise of warrants, shares | 280,000 | |||||||
Issuance of common stock for exercise of warrants, amount | 42,000 | 0 | 0 | 0 | 0 | $ 28 | 41,972 | 0 |
Issuance of common stock for furniture and equipment, shares | 400,000 | |||||||
Issuance of common stock for furniture and equipment, amount | 76,000 | 0 | 0 | 0 | 0 | $ 40 | 75,960 | 0 |
Issuance of common stock for intangible assets, shares | 200,000 | |||||||
Issuance of common stock for intangible assets, amount | 59,000 | 0 | 0 | 0 | 0 | $ 20 | 58,980 | 0 |
Issuance of common stock for note conversion, shares | 1,133,332 | |||||||
Issuance of common stock for note conversion, amount | 170,000 | 0 | 0 | 0 | 0 | $ 113 | 169,887 | 0 |
Issuance of common stock for note inducement, shares | 2,975,000 | |||||||
Issuance of common stock for note inducement, amount | 468,894 | 0 | 0 | 0 | 0 | $ 298 | 468,596 | 0 |
Issuance of common stock for salary payable - related party, shares | 80,000 | |||||||
Issuance of common stock for salary payable - related party, amount | 35,200 | 0 | 0 | 0 | 0 | $ 8 | 35,192 | 0 |
Cancellation of common stock - related parties, shares | (2,119,333) | |||||||
Cancellation of common stock - related parties, amount | 0 | 0 | 0 | 0 | 0 | $ (212) | 212 | 0 |
Forgiveness of related party loan | 145,737 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 145,737 | 0 |
Balance, shares at Apr. 30, 2023 | 28,750 | 115,000 | 175,000 | 1,000,000 | 39,454,300 | |||
Balance, amount at Apr. 30, 2023 | $ (3,862,816) | $ 224,905 | $ 12 | $ 1,750,000 | $ 100 | $ 3,947 | $ 30,635,238 | $ (34,502,113) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,035,513) | $ (29,590,456) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation for services | 1,296,031 | 6,844,861 |
Stock Issued for promissory note extension | 63,450 | 0 |
Stock based compensation for services - related parties | 843,226 | 21,003,523 |
Lease expense settled by common stock | 32,591 | 52,900 |
Depreciation of furniture and equipment | 7,212 | 1,143 |
Depreciation of right-of-use-assets | 2,753 | 0 |
Amortization of intangible assets | 23,263 | 0 |
Amortization of promissory note discount | 311,441 | 0 |
Amortization of convertible note discount | 15,480 | 298,580 |
Interest expense on finance lease | 855 | 0 |
Bad debt expense | 0 | 84,442 |
Share issuance cost | 0 | 1,035 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (42,510) | (58,984) |
Prepaid expenses | (40,352) | (443,632) |
Inventory | (156,997) | 0 |
Accounts payable and accrued liabilities | 142,169 | 313,465 |
Accrued interest | 88,184 | 31,304 |
Accrued liabilities - related parties | 110,503 | 177,932 |
Stock payable for lease | 0 | (18,000) |
Net cash used in Operating Activities | (1,338,214) | (414,623) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of intangible assets | (26,553) | 0 |
Advances on loan receivable - related party | 0 | (21,310) |
Net cash used in Investing Activities | (26,553) | (21,310) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment for finance leases | (19,371) | 0 |
Proceeds from issuance of preferred stock for cash | 0 | 18 |
Proceeds from issuance of common stock | 24,757 | 29,385 |
Proceeds from exercise of warrants | 42,000 | 0 |
Proceeds from issuance of promissory notes | 1,425,000 | 0 |
Repayment of promissory note | (55,000) | 0 |
Proceeds from issuance of convertible notes | 0 | 397,000 |
Net cash provided by Financing Activities | 1,417,386 | 426,403 |
Net change in cash for period | 52,619 | (9,530) |
Cash at beginning of period | 2,877 | 12,407 |
Cash at end of period | 55,496 | 2,877 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Recognition of finance lease right-of-use assets | 132,120 | 0 |
Forgiveness of related party loan | 145,737 | 0 |
Warrants issued in conjunction with the issuance of convertible note | 0 | 263,060 |
Issuance of common stock for intangible assets | 59,000 | 0 |
Issuance of common stock for note inducement | 468,894 | 0 |
Issuance of common stock for salary payable - related party | 35,200 | 0 |
Issuance of common stock for note conversion | 170,000 | 15,000 |
Issuance of common stock for furniture and equipment | 76,000 | 0 |
Issuance of common stock for prepaid expense | 200,700 | 447,600 |
Cancellation of common stock by related parties | $ 212 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Apr. 30, 2023 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016. On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 20%, and Mr. Chen no longer holds any equity interest in the Company. On June 7, 2022, the Company entered into a Master Distribution Agreement with DEV Distribution LLC, which appoints GPOX as a master distributor for the best-efforts sale of Branded Products, Bulk Products and White Label Products within a specific Territory. We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Apr. 30, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 - GOING CONCERN The Company’s financial statements as of April 30, 2023, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $34,502,113. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Apr. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and are presented in US dollars. The Company’s year-end is April 30. Use of Estimates Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Reclassifications Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2023 and 2022, the Company had cash of $55,496 and $2,877, respectively. Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. As of April 30, 2023 and 2022, the Company had accounts receivable of $43,614 and $1,104, respectively. As of April 30, 2023, the Company has two customers concentrated over 10% of the accounts receivable at 67% and 27%, respectively. As of April 30, 2022, the Company has three customers concentrated over 10% of the accounts receivable at 46%, 30% and 21%, respectively. Prepaid Expense Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of April 30, 2023 and 2022, prepaid expense was $69,351and $445,633, respectively. As of April 30, 2023 and 2022, $67,351 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. As of April 30, 2022, $443,633 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. April 30, April 30, 2023 2022 Security Deposit $ 2,000 $ 2,000 Prepayment for shares issued to consultants 67,351 443,633 Total $ 69,351 $ 445,633 Inventory Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. As of April 30, 2023 and 2022, the Company had finished goods inventory of $156,997 and $0, respectively. As of April 30, 2023, the company had $124,437 of Mr. Vapor inventory ad $32,560 of Nutriumph inventory (Note 4) Intangible Assets The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.” ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4) Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property, Plant and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Furniture and Equipment 3-5 years Computer Equipment 2 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended April 30, 2023, and 2022, no impairment losses have been identified. Revenue Recognition The Company recognizes revenue from the sale of products in accordance with ASC 606, “ Revenue Recognition Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer. Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice. Step 3: Determine the transaction price - The transaction price has been identified in the invoice. Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice. Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment. The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments, and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies. The Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry, DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements. In addition, GPOPlus offers professional services through GPOPRO Services. During the years ended April 30, 2023 and 2022, the Company recognized $653,000 and $1,157,119 of revenues related to merchandise and product sales, and $516 and $5,703 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $653,516 and $1,162,822, respectively. The Company incurred cost of revenue of $467,504 and $1,143,947 and generated gross profit of $186,012 and $18,875 during the years ended April 30, 2023 and 2022, respectively. In regard to the sales that occurred during the years ended April 30, 2023 and 2022, there are no unfulfilled obligations related to the merchandise and product sales. During the year ended April 30, 2023, the Company has three customers contributed over 10% of total sales at 54%, 31% and 10%, respectively. During the year ended April 30, 2022, the Company has three customers contributed over 10% of total sales at 21%, 13% and 12%, respectively. Accounts payable and accrued liabilities Leases We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met: · A transferal of ownership of an asset to the lessee at the end of the term of the initial lease · The lessee is reasonably certain that they will exercise a purchase option at the end of the term of the lease · The leased asset has no alternative use to the lessor at the end of the lease · The lease term is a major part of the economic life (75%) of the underlying asset · The present value of lease payments is substantially all of the fair value of the leased asset (90%) Operating leases Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented at a single line item in the operating expense in the statement of operations. The right-of-use assets is tested for impairment in accordance with ASC 360. Finance lease Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360. Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States. Financial Instruments The carrying values of our financial instruments comprised of our current assets and liabilities approximate their fair value due to the short maturities of these financial instruments. Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP. When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance. Share-Based Compensation The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. During the years ended April 30, 2023 and 2022, the Company recorded $2,202,707 stock-based compensation expense and $27,848,384 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $617,327 and $3,968 respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation. Year Ended April 30, 2023 2022 Common stock award to consultants $ 1,359,481 $ 6,844,861 Common stock award to management and executives - related parties 843,226 21,003,523 $ 2,202,707 $ 27,848,384 Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. For the year ended April 30, 2023 and 2022, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. April 30, April 30, 2023 2022 (Shares) (Shares) Series A Preferred Shares 1,000,000 1,000,000 Convertible Notes 263,000 433,000 Warrants 168,000 448,000 1,431,000 1,881,000 The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding at April 30, 2023 and 2022, that are convertible into shares of common stock at a one-for-one rate. (Note 6) As of April 30, 2023 and 2022, convertible shares from the Company’s non-affiliate convertible notes were 263,000 shares and 433,000 shares, respectively. (Note 8) As of April 30, 2023 and 2022, the outstanding warrants issued in connection with these convertible notes were 168,000 and 448,000, respectively. (Note 6) Net loss per share for each class of common stock is as follows: Year Ended April 30, 2023 2022 Net loss per share, basic diluted $ (0.12 ) $ (1.35 ) Net loss per common shares outstanding: Founders Class A Common stock $ (35.09 ) $ (257.31 ) Ordinary Common stock $ (0.12 ) $ (1.35 ) Weighted average shares outstanding: Founders Class A Common stock 115,000 115,000 Ordinary Common stock 33,638,527 21,846,279 Total weighted average shares outstanding 33,753,527 21,961,279 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when a different tax rate is enacted. Pursuant to the provisions of ASC 740, “Income Taxes,” the Company provides valuation allowances for deferred tax assets for which it does not consider realization of such assets to be more likely than not. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the historical taxable income generation, projected future taxable income, the reversal of existing deferred tax liabilities and tax planning strategies in making this assessment (Note 12). New Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company chose to early adopt this standard on May 1, 2021, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
ASSETS PURCHASE
ASSETS PURCHASE | 12 Months Ended |
Apr. 30, 2023 | |
ASSETS PURCHASE | |
ASSETS PURCHASE | NOTE 4 – ASSETS PURCHASE On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $50,000 cash and 200,000 shares at $0.30 per share of the Company’s common stock for total consideration of $109,000. The Company acquired inventory of $23,447 and intangible assets valued at $85,553. The inventory acquired are Nutriumph Products for resale purpose. As of April 30, 2023, these inventory items have been sold. The intangible assets comprised of proprietary formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company recognized amortization expense of $23,263 for the nine months ended April 30, 2023, recorded as general and administrative expense. As of April 30, 2023, the intangible asset was $62,290, net of accumulated amortization of $23,263. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows: Amortization Year Ended April 30, Expense 2024 $ 28,518 2025 28,518 Thereafter 5,254 $ 62,290 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Apr. 30, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment as of April 30, 2023 and 2022 are summarized as follows: Cost Furniture and Equipment Computer Equipment Total April 30, 2022 $ 5,719 $ - $ 5,719 Additions 66,785 9,215 76,000 April 30, 2023 $ 72,504 $ 9,215 $ 81,719 Accumulated Depreciation Furniture and Equipment Computer Equipment Total April 30, 2022 $ 1,621 $ - $ 1,621 Additions 6,060 1,152 7,212 April 30, 2023 $ 7,681 $ 1,152 $ 8,833 Net book value Furniture and Equipment Computer Equipment Total April 30, 2022 $ 4,098 $ - $ 4,098 April 30, 2023 $ 64,823 $ 8,063 $ 72,886 On April 30, 2023, the Company issued 400,000 shares of common stock at $0.19 per share for total consideration of $76,000 to acquire furniture and warehouse equipment of $66,785 and computer equipment of $9,215. As of April 30, 2023 and 2022, Property and Equipment was $72,886 and $4,098, respectively. Depreciation expense of $7,212 and $1,143 was incurred during the years ended April 30, 2023 and 2022, respectively. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Apr. 30, 2023 | |
CAPITAL STOCK | |
CAPITAL STOCK | NOTE 6 - CAPITAL STOCK Share Capital On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following: · 90,000,000 shares of ordinary common stock · 10,000,000 shares of founders’ class A common stock · 50,000,000 shares of blank check common stock · 500,000 shares of founders’ series A non-voting redeemable preferred stock · 49,500,000 shares of blank check preferred stock On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating 1,000,000 shares of blank check preferred stock as Series A Preferred Stock. Equity Compensation Plans On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 202 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits. Equity Compensation Plan Information Number of securities to be issued Weighted- average Number of securities upon exercise exercise price remaining available of outstanding of outstanding for future issuance options, options, under equity warrants and warrants and compensation plans Plan category rights rights (1 ) Equity compensation plans approved by security holders 1,867,122 common - N/A shares (1) On April 4, 2023, the Company issued 332,878 shares of immediately vested common stock to employees and consultants under the 2023 Equity Incentive Plan. The market value of the shares on the grant date was $0.162 per share, resulting in a $53,892.96 expense and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares. Ordinary Common Stock Year ended April 30, 2023 During the year ended April 30, 2023, the Company issued 1,937,140 shares of common stock to consultants and employees at $678,697 for services. During the year ended April 30, 2023, the Company issued 2,129,304 shares of common stock to executives at $843,226 for services. (Note 7) During the year ended April 30, 2023, the Company issued 450,000 shares of common stock at $63,450 for term extension of promissory notes for three additional months. During the year ended April 30, 2023, the Company issued 505,000 shares of common stock for prepaid expenses at $200,700 to consultants for services. During the year ended April 30, 2023, the Company issued 105,785 shares of common stock to landlord at $32,591 for lease payment on office premise. During the year ended April 30, 2023, the Company issued 16,500 shares of common stock for cash proceed of $24,757. During the year ended April 30, 2023, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share. During the year ended April 30, 2023, the Company issued 400,000 shares of common stock for the acquisition of $76,000 in property and equipment from an unaffiliated firm at $0.19 per share. (Note 5) During the year ended April 30, 2023, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totaling $59,000. (Note 4) During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. (Note 8) During the year ended April 30, 2023, the Company issued 2,975,000 shares at total value of $468,894 to noteholders as inducement for promissory notes. During the year ended April 30, 2023, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of accrued salary. During the year ended April 30, 2023, in pursuant of their resignation agreement, the COO and President of the Company returned 1,369,333 shares and 750,000 shares of common stock to the Company, respectively. The returned shares were immediately cancelled. Year ended April 30, 2022 During the year ended April 30, 2022, the Company issued 6,504,895 shares of common stock to consultants and employees at $7,732,127 for services, of which 1,160,938 shares were issued for prepaid expenses to consultants at $447,600. As of April 30, 2022, $443,633 remained in the prepaid expense. During the year ended April 30, 2022, the Company issued 15,104,336 shares of common stock to executives at $19,253,961 for services. (Note 7) During the year ended April 30, 2022, the Company issued 50,667 shares of common stock to landlord at $52,900 for lease payment on office premise. During the year ended April 30, 2022, the Company issued 20,000 shares of common stock for cash proceed of $28,965, incurring shares issuance cost of $1,035. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. (Note 8) As of April 30, 2023 and 2022, the issued and outstanding ordinary common stock was 39,454,300 and 31,361,572 shares, respectively. Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500. The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595. As of April 30, 2023 and 2022, the Company had 115,000 shares of founders’ class A common stock and 28,750 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding. Series A Convertible Preferred Stock The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock. On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50. On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per shares for consideration of $50. As of April 30, 2023 and 2022, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding. Series A Non-Voting Redeemable Preferred Stock On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7) The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value. As of April 30, 2023 and 2022, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively. Warrants On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8) On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. (Note 8) The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2023 and year ended April 30, 2022: Number of Shares Weighted- Average Exercise Price Balances as of April 30, 2021 - $ - Granted 448,000 1.25 Redeemed - - Exercised - - Forfeited - - Balances as of April 30, 2022 448,000 $ 1.25 Granted - - Redeemed - - Exercised (280,000 ) 0.15 Forfeited - - Balances as of April 30, 2023 168,000 $ 1.25 The fair value of the warrants on the date of grant was estimated at $263,060 using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022: Year Ended April 30, 2022 Exercise price $ 1.25 Expected term 5 years Expected average volatility 555%-591 % Expected dividend yield - Risk-free interest rate 0.41%-0.43 % The following table summarizes information relating to outstanding and exercisable warrants as of April 30, 2023: Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 168,000 1.36 $ 1.25 - $ - Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at April 30, 2023, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2023, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.16 on April 30, 2023. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Apr. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS Related party compensation for the year ended April 30, 2023 and 2022, and shareholding and salary payable as of April 30, 2023 and 2022, are summarized as below: Year ended April 30, 2023 Title Wages Expense Management/Consulting Fees Stock Compensation CEO $ 67,670 $ - $ 152,625 Advisor - Affiliate - 60,000 - President 15,000 - 13,125 COO 15,000 - 13,125 Interim CFO/Consultant 23,762 193,188 545,269 VP Sales and Marketing 81,335 - 47,125 President - Distro Plus 88,716 10,000 48,567 Operational Manager 15,947 - 4,760 VP - Distro Plus 12,050 - 18,630 $ 319,480 $ 263,188 $ 843,226 Year ended April 30, 2022 Title Wages Expense Management/Consulting Fees Stock Compensation CEO $ 15,000 $ 43,370 $ 2,121,563 Advisor - Affiliate - 90,000 11,429,273 President 20,000 - 2,405,937 COO 27,000 - 3,386,040 Interim CFO/Consultant 18,462 - 129,375 VP Sales and Marketing 57,800 - 1,531,336 $ 138,262 $ 133,370 $ 21,003,524 As of April 30, 2023 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Title (Shares) (Shares) (Shares) Salary/Consulting Fees Payable CEO and CFO 7,412,500 500,000 - $ 3,462 Advisor - Affiliate 6,453,000 500,000 175,000 150,000 President 1,824,167 - - - COO 1,056,000 - - - Interim/Consultant 1,455,959 - - 87,500 VP Sales and Marketing 1,318,002 - - 5,538 President - Distro Plus 299,799 - - 4,038 Operational Manager 115,000 - - 903 VP - Distro Plus 29,380 - - 1,794 19,963,807 1,000,000 175,000 $ 253,235 As of April 30, 2022 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Title (Shares) (Shares) (Shares) Salary/Consulting Fees Payable CEO and CFO 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 - - 11,076 Interim CFO/Consultant 375,000 - - 8,077 VP Sales and Marketing 1,368,836 - - 40,702 20,234,336 1,000,000 175,000 $ 177,932 CEO and CFO During the year ended April 30, 2022, the Company issued 2,100,000 shares of common stock to the CEO and CFO valued at $2,100,000. During the year ended April 30, 2022, the Company issued 2,162,500 shares of restricted common stock to the CEO and CFO valued at $2,121,563. During the year ended April 30, 2023, the Company issued 250,000 shares of common stock to the CEO and CFO valued at $152,625. During the years ended April 30, 2023 and 2022, the Company incurred management fees of $0 and $43,370 with the CEO and CFO, respectively. During the year ended April 30, 2023 and 2022, the Company incurred management salary expense of $67,670 and $15,000 to the CEO and CFO, respectively. As of April 30, 2023 and 2022, salary payable was $3,462 and $8,077, respectively. Advisor - Affiliate During the year ended April 30, 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 year ended April 30, 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 year ended April 30, 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 years ended April 30, 2023 and 2022, the Company incurred consulting fees of $60,000 and $90,000 which includes a sign on bonus of $50,000 to the affiliated advisor, respectively. As of April 30, 2023 and 2022, the total amount due to the affiliated advisor was $150,000 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 held. During the year ended April 30, 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 year ended April 30, 2022, the Company issued 2,384,167 shares of common stock to the President valued at $2,405,938. During the year ended April 30, 2023, the Company issued 62,500 shares of common stock to the President valued at $13,125 for services rendered. On April 30, 2023, pursuant to an agreement entered with the President of the Company for his resignation, the President returned 750,000 shares of common stock to the Company. The returned shares were immediately cancelled. During the years ended April 30, 2023 and 2022, the Company incurred management salary of $15,000 and $20,000 to the President, respectively. During the year ended April 30, 2023, the President forgave management salary payable of $35,000 and the Company recorded it to additional paid in capital. As of April 30, 2023 and 2022, salary payable was $0 and $20,000, respectively. COO During the year ended April 30, 2022, the Company issued 55,000 shares of common stock to the COO valued at $82,500. During the year ended April 30, 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. During the year ended April 30, 2022, the Company issued 208,333 shares of restricted common stock to the COO at $153,750. During the year ended April 30, 2023, the Company issued 62,500 shares of common stock to the COO valued at $13,125 for services rendered. 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. The returned shares were immediately cancelled. During the years ended April 30, 2023 and 2022, the Company incurred management salary of $15,000 and $27,000 to the COO, respectively. During the year ended April 30, 2023, the COO forgave management salary payable of $26,077 and the Company recorded it to additional paid in capital. As of April 30, 2023 and April 30, 2022, salary payable was $0 and $11,076, respectively. Interim CFO/Consultant On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO. During the year ended April 30, 2022, the Company issued 375,000 shares of common stock to the CFO valued at $129,375. During the year ended April 30, 2023, the Company issued 1,080,959 shares of common stock to the CFO valued at $545,269. During the year ended April 30, 2023 and 2022, the Company incurred management salary of $23,762 and $18,462 and incurred consulting fees of $193,188 and $0 to the CFO, respectively. As of April 30, 2023 and 2022, consulting and salary payable was $87,500 and $8,077, respectively. VP Sales and Marketing During the year ended April 30, 2022, the Company issued 1,366,336 shares of common stock to the VP Sales and Marketing valued at $1,531,336. During the year ended April 30, 2023, the Company issued 229,166 shares of common stock to the VP Sales and Marketing valued at $47,125. During the years ended April 30, 2023 and 2022, the Company incurred management salary of $81,335 and $57,800 to the VP Sales and Marketing, respectively. As of April 30, 2023 and 2022, salary payable was $5,538 and $40,702, respectively. The VP Sales and Marketing resigned on March 27, 2023 and rejoined the Company as Lead Technologist of the Company on April 10, 2023. President – Distro Plus During the year ended April 30, 2023, the Company issued 299,799 shares of common stock to the President of Distro Plus Division valued at $48,567. During the years ended April 30, 2023 and 2022, the Company incurred management salary of $88,716 and $0 to the President, respectively. As of April 30, 2023 and 2022, salary payable was $4,038 and $0, respectively. During the years ended April 30, 2023 and 2022, the Company incurred consulting fees of $10,000 and $0 to the President, respectively. Operational Manager During the year ended April 30, 2023, the Company issued 115,000 shares of common stock to the Operational Manager valued at $18,630. During the years ended April 30, 2023 and 2022, the Company incurred management salary of $15,947 and $0 to the Operational Manager, respectively. As of April 30, 2023 and 2022, salary payable was $903 and $0, respectively. VP – Distro Plus During the year ended April 30, 2023, the Company issued 29,380 shares of common stock to the Vice President of Distro Plus Division valued at $4,760. During the years ended April 30, 2023 and 2022, the Company incurred management salary of $12,050 and $0 to the Vice President, respectively. As of April 30, 2023 and 2022, salary payable was $1,794 and $0, respectively. As of April 30, 2023 and 2022, the amount due to the related parties was $253,235 and $177,932, respectively. |
COVERTIBLE NOTE PAYABLE
COVERTIBLE NOTE PAYABLE | 12 Months Ended |
Apr. 30, 2023 | |
COVERTIBLE NOTE PAYABLE | |
COVERTIBLE NOTE PAYABLE | NOTE 8 - COVERTIBLE NOTE PAYABLE Convertible note payable at April 30, 2023 and 2022 consists of the following: April 30, 2023 April 30, 2022 Dated June 16, 2021 $ 95,000 $ 265,000 Dated September 8, 2021 168,000 168,000 Total convertible notes payable, gross 263,000 433,000 Less: Unamortized debt discount - (15,480 ) Total convertible notes $ 263,000 $ 417,520 On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note has a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2023, the debt discount was fully amortized. As of April 30, 2023 and 2022, the convertible note principal balance was $95,000 and $265,000, respectively. On September 8, 2021, the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note has a payment term of nine months for expiry date of June 8, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 168,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On September 8, 2021, the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022 and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the years ended April 30, 2023 and 2022, the Company recorded amortization of debt discount of $15,480 and $101,913 reporting under interest expense in the statements of operations, respectively. As of April 30, 2023, the debt discount was fully amortized. As of April 30, 2023 and 2022, the convertible note was $168,000 and $152,519, net of note discount of $0 and $15,480 respectively. During the years ended April 30 2023 and 2022, the Company recorded interest expense of $32,540 and $31,304, respectively. As of April 30, 2023 and 2022, the accrued interest payable was $63,844 and 31,304, respectively. As of April 30, 2023 and 2022, the convertible note payable was $263,000 and $417,520, net of debt discount of $0 and $15,480, respectively. |
PROMISSORY NOTE PAYABLE
PROMISSORY NOTE PAYABLE | 12 Months Ended |
Apr. 30, 2023 | |
PROMISSORY NOTE PAYABLE | |
PROMISSORY NOTE PAYABLE | NOTE 9 - PROMISSORY NOTE PAYABLE Promissory note payable at April 30, 2023 and 2022, consists of the following: April 30, 2023 April 30, 2022 June 2022 $ 20,000 $ - August 2022 137,500 - September 2022 110,000 - October 2022 302,500 - November 2022 60,500 - January 2023 330,000 - February 2023 220,000 - March 2023 105,000 - April 2023 220,000 - Total promissory notes payable, gross 1,505,500 - Less: Unamortized debt discount (293,952 ) - Total promissory notes $ 1,211,548 $ - On June 7, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $75,000 Promissory Note for a purchase price of $74,000, convertible at 75% of the average closing price thirty (30) trading days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of the note in the event of default. The Company received $75,000 proceed with $1,000 overpayment which was returned to the noteholder. The Company has also issued 75,000 Restricted Common Shares valued at $15,750 to the investor as an inducement. The note matures 10 months from the issuance date and accrues interest at 10%. On June 7, 2022, the Company recorded total debt discount of $16,750 comprising original issue discount of $1,000 and discount from note inducement of $15,750. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $16,750 reporting under interest expense in the statements of operations. On February 2, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until May 7, 2023, the Company agreed to pay a 3% fee on the outstanding balance. On May 7, 2023, the Company reached an agreement with the noteholder to extend the expiry date until August 7, 2023. During the year ended April 30, 2023, the Company made partial principal repayment of $55,000 and partial interest repayment of $5,250. As of April 30, 2023, the promissory note was $20,000. On June 22, 2023, the promissory note was full repaid. On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $29,055 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $9,534. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until October 17, 2023, the Company issued 100,000 shares of common stock to the noteholder valued at $14,100 on April 27, 2023. of April 30, 2023, the promissory note was $45,466. On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17, 2023 and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $43,583 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $14,301. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until October 17, 2023, the Company issued 150,000 shares of common stock to the noteholder valued at $21,150 on April 27, 2023. As of April 30, 2023, the promissory note was $68,199. On September 9, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 09, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $26,920 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $11,669. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until November 9, 2023, the Company issued 100,000 shares of common stock to the noteholder valued at $14,100 on April 27, 2023. As of April 30, 2023, the promissory note was $43,331. On September 27, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 27, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $24,840 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $13,749. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until November 27, 2023, the Company issued 100,000 shares of common stock to the noteholder valued at $14,100 on April 27, 2023. As of April 30, 2023, the promissory note was $41,251. On October 10, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 10, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $34,212 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $23,672. As of April 30, 2023, the promissory note was $58,828. On October 14, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 14, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $15,226 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $11,067. As of April 30, 2023, the promissory note was $43,933. On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,293 comprising original issue discount of $5,000 and discount from note inducement of $21,293. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $22,840 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $16,600. As of April 30, 2023, the promissory note was $65,900. On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $39,440 comprising original issue discount of $7,500 and discount from note inducement of $31,940. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $34,971 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $22,912. As of April 30, 2023, the promissory note was $59,588. On November 3, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $60,500 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on October 3, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $12,883 comprising original issue discount of $10,500 and discount from note inducement of $2,383. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $6,300 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $6,583. As of April 30, 2023, the promissory note was $53,917. On January 11, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 11, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $4,509 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $9,307. As of April 30, 2023, the promissory note was $45,693. On January 12, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 12, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $4,454 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $9,362. As of April 30, 2023, the promissory note was $45,638. On January 27, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $220,000 Promissory Note for a purchase price of $, 200,000 at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 27, 2023, and accrues interest at 10%. The Company has also issued 400,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $55,263 comprising original issue discount of $20,000 and discount from note inducement of $35,263. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $15,388 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $39,876. As of April 30, 2023, the promissory note was $180,124. On February 22, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on October 30, 2023, and accrues interest at 10%. The Company has also issued 300,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,395 comprising original issue discount of $5,000 and discount from note inducement of $21,395. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $7,151 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $19,244. As of April 30, 2023, the promissory note was $35,756. On February 22, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $165,000 Promissory Note for a purchase price of $150,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on January 22, 2024 and accrues interest at 10%. The Company has also issued 300,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $40,728 comprising original issue discount of $15,000 and discount from note inducement of $25,728. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $8,267 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $32,461. As of April 30, 2023, the promissory note was $132,539. On March 20, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on February 20, 2024, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $12,329 comprising original issue discount of $5,000 and discount from note inducement of $7,329. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $1,787 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $10,541. As of April 30, 2023, the promissory note was $44,459. On March 30, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $50,000 Promissory Note for a purchase price of $50,000. The note matures on May 1, 2023 and accrues interest at 1%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. In the event that payment is not made within 15 days of the due date, then the loan will be in default and Mr. Vapor inventory will be forfeit immediately and shipped to the lender at the Company’s expense. The Company recorded debt discount of $13,235 from discount from note inducement of $7,329. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $12,834 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $401. As of April 30, 2023, the promissory note was $49,599. On April 13, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on March 13, 2024 and accrues interest at 10%. The Company has also issued 200,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $23,184 comprising original issue discount of $10,000 and discount from note inducement of $13,184. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $1,242 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $21,942. As of April 30, 2023, the promissory note was $88,058. On April 14, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on March 14, 2024 and accrues interest at 10%. The Company has also issued 200,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $21,842 comprising original issue discount of $10,000 and discount from note inducement of $11,842. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $1,112 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $20,730. As of April 30, 2023, the promissory note was $89,270. During the year ended April 30, 2023 and 2022, the Company recorded interest expense of $60,893 and $0, respectively. As of April 30, 2023 and April 30, 2022, the accrued interest payable was $55,643 and 0, respectively. As of April 30, 2023 and April 30, 2022, the promissory note payable was $1,211,549 and $0, net of debt discount of $293,952 and $0, respectively. |
LEASES
LEASES | 12 Months Ended |
Apr. 30, 2023 | |
LEASES | |
LEASES | NOTE 10 – LEASES In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranged from 10.96% to 18%. The Company made downpayment of $5,000 on two vehicles and $6,500 on vehicle. As of April 30, 2023, the finance lease obligations included in current liabilities was $25,383 and finance lease obligations included in non-current liabilities was $88,221. During the year ended April 30, 2023, interest expense was $855 and depreciation on the right-of-used assets was $2,753. As of April 30, 2023, the Company had the following lease obligations: Discount April 30, Rate Maturity 2023 Current 6.13% - 10.51% March 20, 2027 $ 25,383 Non-current 6.13% - 10.51% March 20, 2027 88,221 $ 113,604 Balance - April 30, 2022 $ - Lease liability additions 115,620 Repayment of Lease liability (2,871 ) Imputed interest 855 Balance - April 30, 2023 $ 113,604 The following table summarizes the maturity of our lease liabilities as of April 30, 2023: Year Ended April 30, 2024 $ 34,457 2025 34,457 2026 34,457 2027 31,586 Total lease payments 134,957 Less: imputed interest (21,353 ) Lease liabilities $ 113,604 As of April 30, 2023, the Company has right-of-use assets as follows: Balance - April 30, 2022 $ - Additions 132,120 Depreciation (2,753 ) Balance - April 30, 2023 $ 129,367 |
COMMITTMENTS AND CONTINGENCIES
COMMITTMENTS AND CONTINGENCIES | 12 Months Ended |
Apr. 30, 2023 | |
COMMITTMENTS AND CONTINGENCIES | |
COMMITTMENTS AND CONTINGENCIES | NOTE 11 - COMMITTMENTS AND CONTINGENCIES The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company and $2,000 payable in cash. As of April 30, 2023, the lease is currently on month-to-month basis. The leases are exempt from the provisions of ASC 842, Leases, due to the short terms of their durations. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Apr. 30, 2023 | |
INCOME TAX | |
INCOME TAX | NOTE 12 INCOME TAX The Company provides for income taxes under ASC 740, “ Income Taxes.” The reconciliation of the net operating loss for year ended April 30, 2023 and 2022 is shown as follows: Year Ended April 30, April 30, 2023 2022 Net loss $ (4,035,513 ) $ (29,590,456 ) Add: Stock based compensation 2,202,707 28,292,017 Net operating loss $ (1,832,806 ) $ (1,298,439 ) The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2023 and 2022 are as follows: April 30, April 30, 2023 2022 Net operating loss carryforward $ (3,747,889 ) $ (1,915,083 ) Effective tax rate 21 % 21 % Deferred tax asset (787,057 ) (402,167 ) Less: Valuation allowance 787,057 402,167 Net deferred asset $ - $ - The valuation allowance increased by $384,890 and $272,672 during the years ended April 30, 2023 and 2022, respectively. As of April 30, 2023, the Company had approximately $3.7 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to April 30, 2018 can be carried forward for twenty years, whereas NOLs generated after April 30, 2018 can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2023 are subject to review by the tax authorities. The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended April 30, 2023 or 2022. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2023 or 2022. Tax returns for the years ended 2016 through 2023 are subject to review by the tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Apr. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS Subsequent to April 30, 2023, and through the date that these financials were issued, the Company had the following subsequent events: From May 1, 2023 through August 29, 2023, the Company issued 613,437 shares of common stock for the conversion of note principal amount of $93,150. Pursuant to the exchange agreement entered on May 18, 2023, the Company issued 400,000 shares of common stock for the conversion of 7,500 Founders Series A Non-Voting Redeemable Preferred Stock. On August 15, 2023, the Company issued an aggregate of 400,000 shares of common stock for term extension of three promissory notes. On August 15, 2023, the Company issued 675,377 shares of common stock to consultants for services. On August 29, 2023, the Company issued 150,000 S-8 shares to a consultant for services. On August 15, 2023, the Company issued 786,000 shares of common stock as loan inducements for to promissory notes. On Aug 15, 2023, the Company issued 1,629,746 shares of common stock to executives and employees. From May 1, 2023 through August 29, 2023, the Company issued promissory notes for aggregate principal amount of $597,300 for proceed of $543,000. These notes are convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. These notes all have expiry term for one year and annual interest rate of 10%. During May 1, 2023 through August 29, 2023, the Company made repayment of $103,000 on promissory notes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Apr. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when a different tax rate is enacted. Pursuant to the provisions of ASC 740, “Income Taxes,” the Company provides valuation allowances for deferred tax assets for which it does not consider realization of such assets to be more likely than not. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the historical taxable income generation, projected future taxable income, the reversal of existing deferred tax liabilities and tax planning strategies in making this assessment (Note 12). |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities refers to trade payable to non-affiliate vendors. As of April 30, 2023 and 2022, accounts payable and accrued liabilities was $517,037 and $519,606, respectively. |
Leases | We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met: · A transferal of ownership of an asset to the lessee at the end of the term of the initial lease · The lessee is reasonably certain that they will exercise a purchase option at the end of the term of the lease · The leased asset has no alternative use to the lessor at the end of the lease · The lease term is a major part of the economic life (75%) of the underlying asset · The present value of lease payments is substantially all of the fair value of the leased asset (90%) Operating leases Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented at a single line item in the operating expense in the statement of operations. The right-of-use assets is tested for impairment in accordance with ASC 360. Finance lease Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360. |
Basis of presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and are presented in US dollars. The Company’s year-end is April 30. |
Use of Estimates | Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. |
Reclassifications | Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position. For the year ended April 30, 2022, common stock issued for prepaid expense has been reclass from adjustments to reconcile net loss to net cash used in operating activities to non-cash items in the Statement of Cash Flow. For the year ended April 30, 2022, common stock issued for prepaid expense, which was reported under stock based compensation in the year ended April 30, 2022 Form 10-K, was separately reported in an individual line item in the statement of stockholders’ deficit. |
Cash and Cash Equivalent | For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2023 and 2022, the Company had cash of $55,496 and $2,877, respectively. |
Account Receivable | Accounts receivable are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. As of April 30, 2023 and 2022, the Company had accounts receivable of $43,614 and $1,104, respectively. As of April 30, 2023, the Company has two customers concentrated over 10% of the accounts receivable at 67% and 27%, respectively. As of April 30, 2022, the Company has three customers concentrated over 10% of the accounts receivable at 46%, 30% and 21%, respectively. |
Prepaid Expense | Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of April 30, 2023 and 2022, prepaid expense was $69,351and $445,633, respectively. As of April 30, 2023 and 2022, $67,351 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. As of April 30, 2022, $443,633 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. April 30, April 30, 2023 2022 Security Deposit $ 2,000 $ 2,000 Prepayment for shares issued to consultants 67,351 443,633 Total $ 69,351 $ 445,633 |
Inventory | Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. As of April 30, 2023 and 2022, the Company had finished goods inventory of $156,997 and $0, respectively. As of April 30, 2023, the company had $124,437 of Mr. Vapor inventory ad $32,560 of Nutriumph inventory (Note 4) |
Intangible Assets | The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.” ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4) |
Long-Lived Assets | Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Property Plant and Equipment | Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Furniture and Equipment 3-5 years Computer Equipment 2 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended April 30, 2023, and 2022, no impairment losses have been identified. |
Revenue Recognition | The Company recognizes revenue from the sale of products in accordance with ASC 606, “ Revenue Recognition Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer. Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice. Step 3: Determine the transaction price - The transaction price has been identified in the invoice. Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice. Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment. The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments, and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies. The Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry, DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements. In addition, GPOPlus offers professional services through GPOPRO Services. During the years ended April 30, 2023 and 2022, the Company recognized $653,000 and $1,157,119 of revenues related to merchandise and product sales, and $516 and $5,703 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $653,516 and $1,162,822, respectively. The Company incurred cost of revenue of $467,504 and $1,143,947 and generated gross profit of $186,012 and $18,875 during the years ended April 30, 2023 and 2022, respectively. In regard to the sales that occurred during the years ended April 30, 2023 and 2022, there are no unfulfilled obligations related to the merchandise and product sales. During the year ended April 30, 2023, the Company has three customers contributed over 10% of total sales at 54%, 31% and 10%, respectively. During the year ended April 30, 2022, the Company has three customers contributed over 10% of total sales at 21%, 13% and 12%, respectively. |
Segments | Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States. |
Financial Instruments | The carrying values of our financial instruments comprised of our current assets and liabilities approximate their fair value due to the short maturities of these financial instruments. |
Related Party Balances and Transactions | The Company follows FASB ASC 850, “ Related Party Disclosures |
Convertible Financial Instruments | The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP. When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance. |
Share-Based Compensation | The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. During the years ended April 30, 2023 and 2022, the Company recorded $2,202,707 stock-based compensation expense and $27,848,384 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $617,327 and $3,968 respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation. Year Ended April 30, 2023 2022 Common stock award to consultants $ 1,359,481 $ 6,844,861 Common stock award to management and executives - related parties 843,226 21,003,523 $ 2,202,707 $ 27,848,384 |
Basic and Diluted Loss per Share | Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. For the year ended April 30, 2023 and 2022, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. April 30, April 30, 2023 2022 (Shares) (Shares) Series A Preferred Shares 1,000,000 1,000,000 Convertible Notes 263,000 433,000 Warrants 168,000 448,000 1,431,000 1,881,000 The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding at April 30, 2023 and 2022, that are convertible into shares of common stock at a one-for-one rate. (Note 6) As of April 30, 2023 and 2022, convertible shares from the Company’s non-affiliate convertible notes were 263,000 shares and 433,000 shares, respectively. (Note 8) As of April 30, 2023 and 2022, the outstanding warrants issued in connection with these convertible notes were 168,000 and 448,000, respectively. (Note 6) Net loss per share for each class of common stock is as follows: Year Ended April 30, 2023 2022 Net loss per share, basic diluted $ (0.12 ) $ (1.35 ) Net loss per common shares outstanding: Founders Class A Common stock $ (35.09 ) $ (257.31 ) Ordinary Common stock $ (0.12 ) $ (1.35 ) Weighted average shares outstanding: Founders Class A Common stock 115,000 115,000 Ordinary Common stock 33,638,527 21,846,279 Total weighted average shares outstanding 33,753,527 21,961,279 |
New Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company chose to early adopt this standard on May 1, 2021, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance. Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Prepaid Expense | April 30, April 30, 2023 2022 Security Deposit $ 2,000 $ 2,000 Prepayment for shares issued to consultants 67,351 443,633 Total $ 69,351 $ 445,633 |
Schedule of property, plant and equipment | Furniture and Equipment 3-5 years Computer Equipment 2 years |
Schedule of share-based compensation | Year Ended April 30, 2023 2022 Common stock award to consultants $ 1,359,481 $ 6,844,861 Common stock award to management and executives - related parties 843,226 21,003,523 $ 2,202,707 $ 27,848,384 |
Schedule of Basic and Diluted Loss per Share | April 30, April 30, 2023 2022 (Shares) (Shares) Series A Preferred Shares 1,000,000 1,000,000 Convertible Notes 263,000 433,000 Warrants 168,000 448,000 1,431,000 1,881,000 |
Schedule of net loss per share for each of class | Year Ended April 30, 2023 2022 Net loss per share, basic diluted $ (0.12 ) $ (1.35 ) Net loss per common shares outstanding: Founders Class A Common stock $ (35.09 ) $ (257.31 ) Ordinary Common stock $ (0.12 ) $ (1.35 ) Weighted average shares outstanding: Founders Class A Common stock 115,000 115,000 Ordinary Common stock 33,638,527 21,846,279 Total weighted average shares outstanding 33,753,527 21,961,279 |
ASSETS PURCHASE (Table)
ASSETS PURCHASE (Table) | 12 Months Ended |
Apr. 30, 2023 | |
ASSETS PURCHASE | |
Schedule of future amortization expense | Amortization Year Ended April 30, Expense 2024 $ 28,518 2025 28,518 Thereafter 5,254 $ 62,290 |
PROPERTY AND EQUIPMENT (Table)
PROPERTY AND EQUIPMENT (Table) | 12 Months Ended |
Apr. 30, 2023 | |
PROPERTY AND EQUIPMENT | |
Summary of Property and equipment | Cost Furniture and Equipment Computer Equipment Total April 30, 2022 $ 5,719 $ - $ 5,719 Additions 66,785 9,215 76,000 April 30, 2023 $ 72,504 $ 9,215 $ 81,719 Accumulated Depreciation Furniture and Equipment Computer Equipment Total April 30, 2022 $ 1,621 $ - $ 1,621 Additions 6,060 1,152 7,212 April 30, 2023 $ 7,681 $ 1,152 $ 8,833 Net book value Furniture and Equipment Computer Equipment Total April 30, 2022 $ 4,098 $ - $ 4,098 April 30, 2023 $ 64,823 $ 8,063 $ 72,886 |
CAPITAL STOCK (Table)
CAPITAL STOCK (Table) | 12 Months Ended |
Apr. 30, 2023 | |
CAPITAL STOCK | |
Schedule of Equity Compensation Plans | Equity Compensation Plan Information Number of securities to be issued Weighted- average Number of securities upon exercise exercise price remaining available of outstanding of outstanding for future issuance options, options, under equity warrants and warrants and compensation plans Plan category rights rights (1 ) Equity compensation plans approved by security holders 1,867,122 common - N/A shares |
Schedule of activity of warrants exercisable for shares of common stock | Number of Shares Weighted- Average Exercise Price Balances as of April 30, 2021 - $ - Granted 448,000 1.25 Redeemed - - Exercised - - Forfeited - - Balances as of April 30, 2022 448,000 $ 1.25 Granted - - Redeemed - - Exercised (280,000 ) 0.15 Forfeited - - Balances as of April 30, 2023 168,000 $ 1.25 |
Schedule of fair value of warrants | Year Ended April 30, 2022 Exercise price $ 1.25 Expected term 5 years Expected average volatility 555%-591 % Expected dividend yield - Risk-free interest rate 0.41%-0.43 % |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 168,000 1.36 $ 1.25 - $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Table) | 12 Months Ended |
Apr. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
Schedule of RelatedPartyTransactions | Year ended April 30, 2023 Title Wages Expense Management/Consulting Fees Stock Compensation CEO $ 67,670 $ - $ 152,625 Advisor - Affiliate - 60,000 - President 15,000 - 13,125 COO 15,000 - 13,125 Interim CFO/Consultant 23,762 193,188 545,269 VP Sales and Marketing 81,335 - 47,125 President - Distro Plus 88,716 10,000 48,567 Operational Manager 15,947 - 4,760 VP - Distro Plus 12,050 - 18,630 $ 319,480 $ 263,188 $ 843,226 Year ended April 30, 2022 Title Wages Expense Management/Consulting Fees Stock Compensation CEO $ 15,000 $ 43,370 $ 2,121,563 Advisor - Affiliate - 90,000 11,429,273 President 20,000 - 2,405,937 COO 27,000 - 3,386,040 Interim CFO/Consultant 18,462 - 129,375 VP Sales and Marketing 57,800 - 1,531,336 $ 138,262 $ 133,370 $ 21,003,524 As of April 30, 2023 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Title (Shares) (Shares) (Shares) Salary/Consulting Fees Payable CEO and CFO 7,412,500 500,000 - $ 3,462 Advisor - Affiliate 6,453,000 500,000 175,000 150,000 President 1,824,167 - - - COO 1,056,000 - - - Interim/Consultant 1,455,959 - - 87,500 VP Sales and Marketing 1,318,002 - - 5,538 President - Distro Plus 299,799 - - 4,038 Operational Manager 115,000 - - 903 VP - Distro Plus 29,380 - - 1,794 19,963,807 1,000,000 175,000 $ 253,235 As of April 30, 2022 Common Stock Convertible Series A Preferred Series A non-voting redeemable preferred Title (Shares) (Shares) (Shares) Salary/Consulting Fees Payable CEO and CFO 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 - - 11,076 Interim CFO/Consultant 375,000 - - 8,077 VP Sales and Marketing 1,368,836 - - 40,702 20,234,336 1,000,000 175,000 $ 177,932 |
COVERTIBLE NOTE PAYABLE (Table)
COVERTIBLE NOTE PAYABLE (Table) | 12 Months Ended |
Apr. 30, 2023 | |
COVERTIBLE NOTE PAYABLE | |
Schedule of Convertible note payable | April 30, 2023 April 30, 2022 Dated June 16, 2021 $ 95,000 $ 265,000 Dated September 8, 2021 168,000 168,000 Total convertible notes payable, gross 263,000 433,000 Less: Unamortized debt discount - (15,480 ) Total convertible notes $ 263,000 $ 417,520 |
PROMISSORY NOTE PAYABLE (Table)
PROMISSORY NOTE PAYABLE (Table) | 12 Months Ended |
Apr. 30, 2023 | |
PROMISSORY NOTE PAYABLE | |
Schedule of promissory note payable | April 30, 2023 April 30, 2022 June 2022 $ 20,000 $ - August 2022 137,500 - September 2022 110,000 - October 2022 302,500 - November 2022 60,500 - January 2023 330,000 - February 2023 220,000 - March 2023 105,000 - April 2023 220,000 - Total promissory notes payable, gross 1,505,500 - Less: Unamortized debt discount (293,952 ) - Total promissory notes $ 1,211,548 $ - |
LEASES (Table)
LEASES (Table) | 12 Months Ended |
Apr. 30, 2023 | |
LEASES | |
Summary of Lease obligations | Discount April 30, Rate Maturity 2023 Current 6.13% - 10.51% March 20, 2027 $ 25,383 Non-current 6.13% - 10.51% March 20, 2027 88,221 $ 113,604 Balance - April 30, 2022 $ - Lease liability additions 115,620 Repayment of Lease liability (2,871 ) Imputed interest 855 Balance - April 30, 2023 $ 113,604 |
Summarizes the maturity of our lease liabilities | Year Ended April 30, 2024 $ 34,457 2025 34,457 2026 34,457 2027 31,586 Total lease payments 134,957 Less: imputed interest (21,353 ) Lease liabilities $ 113,604 |
Summary of Right-of-use assets | Balance - April 30, 2022 $ - Additions 132,120 Depreciation (2,753 ) Balance - April 30, 2023 $ 129,367 |
INCOME TAX (Table)
INCOME TAX (Table) | 12 Months Ended |
Apr. 30, 2023 | |
INCOME TAX | |
Schedule of net operating loss | Year Ended April 30, April 30, 2023 2022 Net loss $ (4,035,513 ) $ (29,590,456 ) Add: Stock based compensation 2,202,707 28,292,017 Net operating loss $ (1,832,806 ) $ (1,298,439 ) |
Schedule of deferred tax asset | April 30, April 30, 2023 2022 Net operating loss carryforward $ (3,747,889 ) $ (1,915,083 ) Effective tax rate 21 % 21 % Deferred tax asset (787,057 ) (402,167 ) Less: Valuation allowance 787,057 402,167 Net deferred asset $ - $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - shares | May 05, 2020 | Apr. 30, 2023 | Apr. 30, 2022 |
Common stock, shares issued | 39,454,300 | 31,361,572 | |
Common stock, shares outstanding | 31,361,572 | 31,361,572 | |
Brett H. Pojunis [Member] | |||
Common stock, shares issued | 5,000,000 | ||
Common stock, shares outstanding | 5,000,000 | ||
Brett H. Pojunis [Member] | Acquistion Member | |||
Qwnership percentage | 20% | ||
Business acquisition percentage of voting interests acquired | 53.67% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
GOING CONCERN | ||
Accumulated deficit | $ (34,502,113) | $ (30,466,600) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Security Deposit | $ 2,000 | $ 2,000 |
Prepayment for shares issued to consultants | 67,351 | 443,633 |
Prepaid expenses | $ 69,351 | $ 445,633 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Apr. 30, 2023 | |
Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Common stock award to consultant | 1,359,481 | 6,844,861 |
Common stock award to management and executives - related parties | 843,226 | 21,003,523 |
Total | $ 2,202,707 | $ 27,848,384 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Antidilutive securities excluded from the computation of EPS | 1,431,000 | 1,881,000 |
Series A Preferred Stock [Member] | ||
Antidilutive securities excluded from the computation of EPS | 1,000,000 | 1,000,000 |
Warrants [Member] | ||
Antidilutive securities excluded from the computation of EPS | 168,000 | 448,000 |
Convertible Note [Member] | ||
Antidilutive securities excluded from the computation of EPS | 263,000 | 433,000 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Net Loss Per Share: Basic and Diluted | $ (0.12) | $ (1.35) |
Net loss per common shares outstanding Founders Class A Common stock | (35.09) | (257.31) |
Net loss per common shares outstanding Ordinary Common stock | $ (0.12) | $ (1.35) |
Weighted average shares outstanding Founders Class A Common stock | 115,000 | 115,000 |
Weighted average shares outstanding Ordinary Common stock | 33,638,527 | 21,846,279 |
Total weighted average shares outstanding | 33,753,527 | 21,961,279 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Jun. 07, 2022 | |
Accounts payable and accrued liabilities | $ 517,037 | $ 519,606 | |
Accounts Receivable | 43,614 | 1,104 | |
Cash and cash equivalents | 55,496 | 2,877 | |
Prepaid expense | 69,351 | 445,633 | |
Cost of revenue | 467,504 | 1,143,947 | |
Gross profit | 186,012 | 18,875 | |
Revenue Recognition during period | 653,516 | 1,162,822 | |
Security deposit | 2,000 | 2,000 | |
Inventory | 156,997 | 0 | |
Prepayment for common shares issued to consultants | 443,633 | ||
Stock-based compensation expense | 2,202,707 | 27,848,384 | |
Prepaid services | $ 617,327 | 3,968 | |
Convertible Notes [Member] | |||
Convertible note | $ 433,000 | $ 75,000 | |
Convertible shares | 263,000 | ||
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |
Warrants [Member] | |||
Issued warrants | 448,000 | ||
Outstanding warrants | $ 168,000 | $ 448,000 | |
Merchandise And Product Sales [Member] | |||
Revenue Recognition during period | 653,000 | 1,157,119 | |
Shipping Recovered Merchandise Sales [Member] | |||
Revenue Recognition during period | 516 | $ 5,703 | |
Mr. Vapor [Member] | |||
Inventory | 124,437 | ||
Nutriumph [Member] | |||
Inventory | $ 32,560 |
ASSETS PURCHASE (Details)
ASSETS PURCHASE (Details) | Apr. 30, 2023 USD ($) |
ASSETS PURCHASE | |
Amortization expenses 2024 | $ 28,518 |
Amortization expenses Year 2025 | 28,518 |
Thereafter | 5,254 |
Intangible assets net | $ 62,290 |
ASSETS PURCHASE (Details Narrat
ASSETS PURCHASE (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 07, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Intangible Assets, net | $ 62,290 | $ 0 | |
Intangible Assets | 85,553 | ||
Amortization expense recorded as general and administrative expense | 23,263 | $ 0 | |
Deemed value | 0 | ||
Herberall Trademarks [Member] | |||
Accumulated amortization | 23,263 | ||
Intangible Assets, net | $ 62,290 | ||
Aseets Purchase Agreement [Member] | |||
Share issued fo acquisition | 200,000 | ||
Business acquisition share price | $ 0.30 | ||
Cash purchase price | $ 50,000 | ||
Common stock for total consideration | 109,000 | ||
Acquired inventory | 23,447 | ||
Acquired intangible assets | $ 85,553 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Cost Beggining | $ 5,719 | |
Cost Additions | 76,000 | |
Cost Ending | 81,719 | |
Accumulated Depreciation Beggining | 1,621 | |
Accumulated Depreciation Additions | 7,212 | |
Accumulated Depreciation Ending | 8,833 | |
Net book value | 72,886 | $ 4,098 |
Computer Equipment [Member] | ||
Cost Beggining | 0 | |
Cost Additions | 9,215 | |
Cost Ending | 8,063 | |
Accumulated Depreciation Beggining | 0 | |
Accumulated Depreciation Additions | 1,152 | |
Accumulated Depreciation Ending | 1,152 | |
Net book value | 9,215 | 0 |
Furniture and Equipment [Member] | ||
Cost Beggining | 5,719 | |
Cost Additions | 66,785 | |
Cost Ending | 72,504 | |
Accumulated Depreciation Beggining | 1,621 | |
Accumulated Depreciation Additions | 6,060 | |
Accumulated Depreciation Ending | 7,681 | |
Net book value | $ 64,823 | $ 4,098 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Jan. 21, 2021 | |
Price per share | $ 0.0001 | ||
Property and Equipment | $ 72,886 | $ 4,098 | |
Depreciation expense | 7,212 | 1,143 | |
Furniture and warehouse equipment [Member] | |||
Property and Equipment | $ 9,215 | ||
Betterment Retail Solutions, Inc [Member] | |||
Shaare issued for acquire equipment | 400,000 | ||
Price per share | $ 0.19 | ||
Shaare issued for acquire equipment, value | $ 76,000 | ||
Computer Equipment [Member] | |||
Net book vProperty and Equipmentalue | 66,785 | ||
Property and Equipment | $ 9,215 | $ 0 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) | 12 Months Ended |
Apr. 30, 2023 shares | |
Securities issuance future compensation plans [Member] | |
Equity compensation plans approved by security holders | 1,867,122 |
CAPITAL STOCK (Details 1)
CAPITAL STOCK (Details 1) - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
CAPITAL STOCK | ||
Number of shares, Beginning | 448,000 | |
Number of shares, Granted | 448,000 | |
Number of shares, Exercised | (280,000) | |
Number of shares, Ending | 168,000 | 448,000 |
Weighted average exercise price, Beginning Balance | $ 1.25 | $ 0 |
Weighted average exercise price, Granted | 0 | 1.25 |
Weighted average exercise price, Redeemed | 0 | 0 |
Weighted average exercise price, Exercised | 0.15 | 0 |
Weighted average exercise price, Forfeited | 0 | 0 |
Weighted average exercise price, Ending Balance | $ 1.25 | $ 1.25 |
CAPITAL STOCK (Details 2)
CAPITAL STOCK (Details 2) | 12 Months Ended |
Apr. 30, 2022 $ / shares | |
Exercise price | $ 1.25 |
Expected term | 5 years |
Minimum [Member] | |
Expected average volatility | 555% |
Risk-free interest rate | 0.41% |
Maximum [Member] | |
Expected average volatility | 591% |
Risk-free interest rate | 0.43% |
CAPITAL STOCK (Details 3)
CAPITAL STOCK (Details 3) | 12 Months Ended |
Apr. 30, 2023 $ / shares shares | |
CAPITAL STOCK | |
Warrants Outstanding, Number of shares | shares | 168,000 |
Warrants Outstanding, Weighted average remaining contractual life (in years) | 1 year 4 months 9 days |
Warrants outstanding, Weighted average exercise price | $ / shares | $ 1.25 |
Warrants exercisable, Number of shares | shares | 0 |
Warrants exercisable, Weighted average exercise price | $ / shares | $ 0 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 04, 2023 | Jan. 31, 2022 | May 21, 2021 | Jan. 21, 2021 | Nov. 20, 2020 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2021 | May 21, 2022 | |
Prepaid expense | $ 443,633 | ||||||||
Lease payment | $ 134,957 | ||||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | |||||||
Common stock shares returned by COO | 1,369,333 | ||||||||
Common stock returned by president | 750,000 | ||||||||
Common stock, shares issued | 39,454,300 | 39,454,300 | |||||||
Common stock, shares outstanding | 31,361,572 | 31,361,572 | |||||||
Total consideration | $ 287,500 | ||||||||
Per shares | $ 0.0001 | ||||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | |||||||
Issuance cost | $ 1,035 | ||||||||
Common stock, shares issued | 39,454,300 | 31,361,572 | |||||||
Issued shares of common stock for cash proceed | 16,500 | ||||||||
Common stock, shares issued for services, value | $ 63,450 | $ 28,965 | |||||||
Share capital authorized description | authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share | ||||||||
Cash proceeds | $ 24,757 | ||||||||
Private Placement [Member] | |||||||||
Ordinary Common Stock | 50,667 | ||||||||
Consideration | $ 52,900 | ||||||||
Dated June 16, 2021 [Member] | |||||||||
Common stock, shares authorized | 90,000,000 | 280,000 | |||||||
Per shares | $ 0.15 | ||||||||
Common stock, shares par value | $ 0.0001 | $ 1.25 | |||||||
Common stock, shares issued | 280,000 | ||||||||
Cash proceeds | $ 42,000 | ||||||||
Amended and restated article [Member] | |||||||||
Series A preferred stock | 1,000,000 | 49,500,000 | |||||||
Warrants [Member] | |||||||||
Redemption fair market value | 263,060 | 42,000 | |||||||
Exercised price | $ 0.15 | ||||||||
Common stock purchase warrants shares | 280,000 | ||||||||
Minimum [Member] | |||||||||
Common stock, shares authorized | 50,000,000 | ||||||||
Maximum [Member] | |||||||||
Series A preferred stock | 500,000 | ||||||||
Per shares | $ 10 | $ 15 | |||||||
Preferred stock value | $ 175,000 | $ 175,000 | |||||||
Redemption fair market value | $ 1,750,000 | $ 224,905 | |||||||
Equity compensation plan [Member] | |||||||||
Reserved common stock | 2,200,000 | ||||||||
Stock issued during period for employee and consultant, shares | 332,878 | ||||||||
Grant date value | $ 0.162 | ||||||||
Stock issuance expense | $ 53,892 | ||||||||
Shares to be issued | 1,867,122 | ||||||||
Redeemable Preferred Stocks Series A Non Voting [Member] | |||||||||
Ordinary Common Stock | 6,504,895 | ||||||||
Consideration | $ 50 | ||||||||
Cash proceeds | $ 7,732,127 | ||||||||
Preferred Stock shares | 500,000 | ||||||||
Shares were issued for prepaid expenses | 1,160,938 | ||||||||
Consultants | $ 447,600 | ||||||||
Consultant and Employees [Member] | |||||||||
Common stock, shares issued | 1,937,140 | ||||||||
Common stock, shares issued for services, value | $ 678,697 | ||||||||
VP Sales and Marketing [Member] | |||||||||
Common stock, shares issued | 80,000 | ||||||||
Common stock, shares issued for services, value | $ 35,200 | ||||||||
Consultant [Member] | |||||||||
Ordinary Common Stock | 505,000 | ||||||||
Cash proceeds | $ 200,700 | ||||||||
Promissory Note [Member] | |||||||||
Lease payment | $ 32,591 | ||||||||
Ordinary Common Stock | 2,975,000 | ||||||||
Common stock, shares issued | 105,785 | ||||||||
Chief Executive Officer [Member] | |||||||||
Ordinary Common Stock | 62,595 | ||||||||
Executive [Member] | |||||||||
Common stock, shares issued | 15,000 | 2,129,304 | |||||||
Common stock, shares issued for services, value | $ 843,226 | ||||||||
Cash proceeds | $ 15,000 | ||||||||
Aseets Purchase Agreement [Member] | |||||||||
Per shares | $ 0.19 | ||||||||
Ordinary Common Stock | 450,000 | ||||||||
Common stock, shares issued | 400,000 | ||||||||
Stock isued for aquisition | $ 76,000 | ||||||||
Common stock, shares issued for services, value | 59,000 | ||||||||
Cash proceeds | $ 50,000 | ||||||||
Shares were issued for prepaid expenses | 200,000 | ||||||||
Exercised price | $ 0.30 | ||||||||
Series A Non-Voting Redeemable Preferred stock [Member] | |||||||||
Series A preferred stock, share issued | 28,750 | 28,750 | 28,750 | ||||||
Preferred stock value | $ 1,750,000 | $ 1,750,000 | |||||||
Founders Class A Common Stock [Member] | |||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Common stock, shares outstanding | 115,000 | 115,000 | 115,000 | ||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 115,000 | 115,000 | |||||||
Series A Preferred Stocks [Member] | |||||||||
Series A preferred stock, share issued | 1,000,000 | 1,000,000 | |||||||
Designated shares | 1,000,000 | ||||||||
Blank Check Preferred Stock [Member] | |||||||||
Ordinary Common Stock | 15,104,336 | ||||||||
Cash proceeds | $ 19,253,961 | ||||||||
Blank Check Common Stock [Member] | |||||||||
Per shares | $ 0.0001 | ||||||||
Consideration | $ 50 | ||||||||
Preferred Stock shares | 500,000 | ||||||||
Ordinary Common Stock [Member] | |||||||||
Per shares | $ 0.15 | ||||||||
Common stock, shares issued | 1,133,332 | ||||||||
Common stock, shares issued for services, value | $ 170,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Wages | $ 319,480 | $ 138,262 |
Management/Consulting Fees | 263,188 | 133,370 |
Stock Compensation | $ 843,226 | $ 21,003,524 |
Common stock shares | 19,963,807 | 20,234,336 |
Convertible Series A Preferred Shares | 1,000,000 | 1,000,000 |
Series A non voting redeemable preferred shares | 175,000 | 175,000 |
Salary/Consulting Fees Payable | $ 253,235 | $ 177,932 |
Advisor - Affiliate [Member] | ||
Wages | 0 | 0 |
Management/Consulting Fees | 60,000 | 90,000 |
Stock Compensation | $ 0 | $ 11,429,273 |
Common stock shares | 6,453,000 | 6,453,000 |
Convertible Series A Preferred Shares | 500,000 | 500,000 |
Series A non voting redeemable preferred shares | 175,000 | 175,000 |
Salary/Consulting Fees Payable | $ 150,000 | $ 90,000 |
VP Sales and Marketing [Member] | ||
Wages | 81,335 | 57,800 |
Management/Consulting Fees | 0 | 0 |
Stock Compensation | $ 47,125 | $ 1,531,336 |
Common stock shares | 1,318,002 | 1,368,836 |
Salary/Consulting Fees Payable | $ 5,538 | $ 40,702 |
VP-Distro Plus Member | ||
Wages | 12,050 | |
Management/Consulting Fees | 0 | |
Stock Compensation | $ 18,630 | |
Common stock shares | 29,380 | |
Salary/Consulting Fees Payable | $ 1,794 | |
COO [Member] | ||
Wages | 15,000 | 27,000 |
Management/Consulting Fees | 0 | 0 |
Stock Compensation | $ 13,125 | $ 3,386,040 |
Common stock shares | 1,056,000 | 2,363,333 |
Salary/Consulting Fees Payable | $ 0 | $ 11,076 |
CEO-GPO [Member] | ||
Wages | 67,670 | 15,000 |
Management/Consulting Fees | 0 | 43,370 |
Stock Compensation | $ 152,625 | $ 2,121,563 |
Common stock shares | 7,412,500 | 7,162,500 |
Convertible Series A Preferred Shares | 500,000 | 500,000 |
Salary/Consulting Fees Payable | $ 3,462 | $ 8,077 |
President [Member] | ||
Wages | 15,000 | 20,000 |
Management/Consulting Fees | 0 | 0 |
Stock Compensation | $ 13,125 | $ 2,405,937 |
Common stock shares | 1,824,167 | 2,511,667 |
Salary/Consulting Fees Payable | $ 0 | $ 20,000 |
Chief Financial Officer [Member] | ||
Wages | 23,762 | 18,462 |
Management/Consulting Fees | 193,188 | 0 |
Stock Compensation | $ 545,269 | $ 129,375 |
Common stock shares | 1,455,959 | 375,000 |
Salary/Consulting Fees Payable | $ 87,500 | $ 8,077 |
President - Distro Plus Member | ||
Wages | 88,716 | |
Management/Consulting Fees | 10,000 | |
Stock Compensation | $ 48,567 | |
Common stock shares | 299,799 | |
Salary/Consulting Fees Payable | $ 4,038 | 0 |
Operational Manager Member | ||
Wages | 15,947 | |
Management/Consulting Fees | 0 | |
Stock Compensation | $ 4,760 | |
Common stock shares | 115,000 | |
Salary/Consulting Fees Payable | $ 903 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 08, 2022 | Oct. 18, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Share Based Compensation Expenses | $ 1,296,031 | $ 6,844,861 | ||
Common Stock Shares | 19,963,807 | 20,234,336 | ||
Common stock value | $ 3,947 | $ 3,136 | ||
Stock payable for services | $ 63,450 | $ 28,965 | ||
Common stock, shares issued | 39,454,300 | 31,361,572 | ||
Salary payable | $ 253,235 | $ 177,932 | ||
Management fee | $ 582,667 | 271,632 | ||
27 Aug 2021 [Member] | ||||
cash consideration | 210 | |||
Share Based Compensation Expenses | $ 2,452,290 | |||
Common Stock Shares | 1,635,000 | |||
Stock payable for services | $ 2,452,500 | |||
Advisor - Affiliate [Member] | ||||
Series A Non Voting Redeemable Preferred Value | 1,750,000 | |||
cash consideration | 18 | |||
Share Based Compensation Expenses | $ 1,749,982 | |||
Common Stock Shares | 6,453,000 | 6,453,000 | ||
Common Stock Shares | 4,818,000 | |||
Common stock value | $ 7,227,000 | |||
Series A Non Voting Redeemable Preferred Share | 175,000 | |||
Common stock ,Par value | $ 10 | |||
Consulting fee | $ 60,000 | $ 90,000 | ||
Total amount due to the affiliated advisor | 150,000 | 90,000 | ||
Salary payable | $ 150,000 | $ 90,000 | ||
Chief Financial Officer [Member] | ||||
Common Stock Shares | 1,455,959 | 375,000 | ||
Common stock value | $ 545,269 | $ 129,375 | ||
Consulting fee | $ 193,188 | $ 0 | ||
Common stock, shares issued | 1,080,959 | 375,000 | ||
Management Salary Expense | $ 23,762 | $ 18,462 | ||
Consulting fee payable | 87,500 | |||
Salary payable | $ 87,500 | 8,077 | ||
President - Distro Plus Member | ||||
Common Stock Shares | 299,799 | |||
Common stock value | $ 48,567 | |||
Consulting fee | 10,000 | 0 | ||
Management Salary Expense | 88,716 | 0 | ||
Salary payable | $ 4,038 | 0 | ||
Operational Manager Member | ||||
Common Stock Shares | 115,000 | |||
Common stock value | $ 18,630 | |||
Common stock, shares issued | 115,000 | |||
Management Salary Expense | $ 15,947 | 0 | ||
Salary payable | $ 903 | 0 | ||
VP Sales - Distro Plus [Member] | ||||
Common Stock Shares | 29,380 | |||
Common stock value | $ 4,760 | |||
Management Salary Expense | 12,050 | 0 | ||
Salary payable | 1,794 | 0 | ||
Due to the related parties | $ 253,235 | $ 177,932 | ||
President [Member] | ||||
Common Stock Shares | 1,824,167 | 2,511,667 | ||
Salary payable | $ 0 | $ 20,000 | ||
President [Member] | Cash/Stock Compensation | ||||
Common stock value | $ 13,125 | $ 2,405,938 | ||
Common stock, shares issued | 62,500 | 2,384,167 | ||
Shares of common stock cancelled | 750,000 | |||
Management Salary Expense | $ 15,000 | $ 20,000 | ||
Salary payable | 0 | $ 20,000 | ||
Common stock shares recapture | 750,000 | |||
Common stock shares holding | 2,574,167 | |||
Additional paid in capital | $ 84,660 | |||
Forgave management salary payable | 35,000 | |||
CEO [Member] | Series A Preferred Stock [Member] | ||||
Restricted Common stock issued | 2,162,500 | |||
Common stock value | $ 152,625 | $ 2,100,000 | ||
Common stock, shares issued | 250,000 | 2,100,000 | ||
Salary payable | $ 3,462 | $ 8,077 | ||
Proceeds from issuance of restricted stock units | 2,121,563 | |||
Management fee | 0 | 43,370 | ||
Salary expenses | $ 67,670 | $ 15,000 | ||
COO [Member] | ||||
Common Stock Shares | 1,056,000 | 2,363,333 | ||
Salary payable | $ 0 | $ 11,076 | ||
COO [Member] | Cash/Stock Compensation | ||||
Common stock value | $ 13,125 | $ 82,500 | ||
Common stock, shares issued | 62,500 | 55,000 | ||
Management Salary Expense | $ 15,000 | $ 27,000 | ||
Salary payable | 0 | 11,076 | ||
Proceeds from issuance of restricted stock units | $ 210 | |||
Common stock shares recapture | 1,369,333 | |||
Common stock shares holding | 208,333 | |||
Common stock shares returned | 1,369,333 | |||
Forgave management salary payable | $ 26,077 | |||
Shares Awarded | 2,100,000 | |||
Shares Awarded Value | $ 3,149,790 | |||
Stock payable Value | $ 153,750 | |||
VP Sales [Member] | Cash/Stock Compensation | ||||
Common stock, shares issued | 229,166 | 1,366,336 | ||
Management Salary Expense | $ 81,335 | $ 57,800 | ||
Salary payable | 5,538 | 40,702 | ||
Marketing valued | $ 47,125 | $ 1,531,336 |
COVERTIBLE NOTE PAYABLE (Detail
COVERTIBLE NOTE PAYABLE (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Total convertible note payable, gross | $ 263,000 | $ 433,000 |
Less: Unamortized debt discount | 0 | (15,480) |
Total convertible notes | 263,000 | 417,520 |
June 16 2021 | ||
Total convertible notes | 95,000 | 265,000 |
September 8 2021 | ||
Total convertible notes | $ 168,000 | $ 168,000 |
COVERTIBLE NOTE PAYABLE (Deta_2
COVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 07, 2022 | May 05, 2022 | Sep. 08, 2021 | May 25, 2022 | Apr. 28, 2022 | Jun. 16, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2022 | |
Total debt discount | $ 117,393 | $ 15,480 | |||||||
Convertible note | $ 168,000 | 152,519 | |||||||
Interest expenses | 32,540 | 31,304 | |||||||
Accrued interest payable | 63,844 | 31,304 | |||||||
Debt discount on convertible notes payable | 0 | 15,480 | |||||||
Amortization of debt discount | 311,441 | 0 | |||||||
Convertible Notes [Member] | |||||||||
Total debt discount | $ 196,667 | 15,480 | 101,913 | ||||||
Warrants to purchase common stock shares exercise price | $ 1.25 | $ 1.25 | |||||||
Convertible promissory note | $ 168,000 | $ 280,000 | $ 15,000 | ||||||
Convertible note | 95,000 | 265,000 | |||||||
Convertible Note Payable | 263,000 | $ 417,520 | |||||||
Common stock issued for conversion share | 280,000 | 15,000 | |||||||
Common stock issued for conversion amount | $ 42,000 | ||||||||
Description of warrant | he Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share | ||||||||
Original issue discount | $ 1,000 | 21,000 | 30,000 | ||||||
Convertible note purchase price | $ 74,000 | $ 147,000 | $ 250,000 | ||||||
Warrants to purchase common stock shares | 168,000 | ||||||||
Conversion price | $ 1 | ||||||||
Amortization of debt discount | $ 16,750 | $ 0 | |||||||
Expiry date | June 8, 2022 | October 16, 2022 | March 16, 2022 | ||||||
Warrants [Member] | |||||||||
Total debt discount | $ 96,393 | $ 166,667 |
PROMISSORY NOTE PAYABLE (Detail
PROMISSORY NOTE PAYABLE (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Less: Unamortized debt discount | $ (293,952) | $ 0 |
Total promissory notes | 1,211,548 | 0 |
Total promissory notes payable, gross | 1,505,500 | 0 |
June, 2022 | ||
Total promissory notes payable, gross | 20,000 | 0 |
August, 2022 | ||
Total promissory notes payable, gross | 137,500 | 0 |
September, 2022 | ||
Total promissory notes payable, gross | 110,000 | 0 |
October, 2022 | ||
Total promissory notes payable, gross | 302,500 | 0 |
November, 2022 | ||
Total promissory notes payable, gross | 60,500 | 0 |
January, 2023 | ||
Total promissory notes payable, gross | 330,000 | 0 |
February 2023 | ||
Total promissory notes payable, gross | 220,000 | 0 |
March 2023 | ||
Total promissory notes payable, gross | 105,000 | 0 |
April 2023 | ||
Total promissory notes payable, gross | $ 220,000 | $ 0 |
PROMISSORY NOTE PAYABLE (Deta_2
PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Apr. 14, 2023 | Apr. 13, 2023 | Jan. 12, 2023 | Jan. 11, 2023 | Nov. 03, 2022 | Oct. 14, 2022 | Oct. 10, 2022 | Sep. 09, 2022 | Jun. 07, 2022 | Sep. 08, 2021 | Apr. 27, 2023 | Mar. 30, 2023 | Mar. 20, 2023 | Feb. 22, 2023 | Jan. 27, 2023 | Oct. 18, 2022 | Sep. 27, 2022 | Aug. 17, 2022 | Jun. 16, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | |
Interest expenses | $ 60,893 | $ 0 | |||||||||||||||||||
Accrued interest payable | 55,643 | 0 | |||||||||||||||||||
Promissory Note | 1,211,549 | 0 | |||||||||||||||||||
Debt discount | 293,952 | 0 | |||||||||||||||||||
Amortization debt discount | 311,441 | 0 | |||||||||||||||||||
Proceeds from convertible debt | 0 | 397,000 | |||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||
Original issue discount | $ 1,000 | $ 21,000 | $ 30,000 | ||||||||||||||||||
Promissory Note | 20,000 | ||||||||||||||||||||
Amortization debt discount | 16,750 | 0 | |||||||||||||||||||
Total debt discount | 16,750 | ||||||||||||||||||||
Discount from note inducement | 15,750 | ||||||||||||||||||||
Convertible note purchase price | 74,000 | $ 147,000 | $ 250,000 | ||||||||||||||||||
Proceeds from convertible debt | 75,000 | ||||||||||||||||||||
Overpayment received on issue of notes | 1,000 | ||||||||||||||||||||
Restricted Common share issued as an inducement, amount | $ 15,750 | ||||||||||||||||||||
Restricted Common share issued as an inducement, shares | 75,000 | ||||||||||||||||||||
Partial principal loan repayment | 55,000 | ||||||||||||||||||||
Partial interest repayment | 5,250 | ||||||||||||||||||||
Convertible promissory note | $ 75,000 | $ 433,000 | |||||||||||||||||||
Security Purchase Agreement | February 22, 2023 | |||||||||||||||||||||
Note inducement | $ 21,395 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 35,756 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | October 30, 2023 | ||||||||||||||||||||
Debt discount | 19,244 | ||||||||||||||||||||
Amortization debt discount | 7,151 | ||||||||||||||||||||
Issue of restricted common share | 300,000 | ||||||||||||||||||||
Total debt discount | $ 26,395 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | September 09, 2022 | |||||||||||||||||||||
Note inducement | $ 33,589 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 43,331 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | August 09, 2023 | ||||||||||||||||||||
Debt discount | 11,669 | ||||||||||||||||||||
Amortization debt discount | 26,920 | ||||||||||||||||||||
Issue of restricted common share | 150,000 | ||||||||||||||||||||
Total debt discount | $ 38,589 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Share | 100,000 | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Value | $ 14,100 | ||||||||||||||||||||
Security Purchase Agreement | March 20, 2023 | |||||||||||||||||||||
Note inducement | $ 7,329 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 44,459 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | February 20, 2024 | ||||||||||||||||||||
Debt discount | 10,541 | ||||||||||||||||||||
Amortization debt discount | 1,787 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 12,329 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | March 30, 2023 | |||||||||||||||||||||
Note inducement | $ 7,329 | ||||||||||||||||||||
Promissory Note | 49,599 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 50,000 | ||||||||||||||||||||
Notes, maturity date | May 1, 2023 | ||||||||||||||||||||
Debt discount | 401 | ||||||||||||||||||||
Amortization debt discount | 12,834 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 13,235 | ||||||||||||||||||||
Interest rate | 1% | ||||||||||||||||||||
Security Purchase Agreement | April 13, 2023 | |||||||||||||||||||||
Note inducement | $ 13,184 | ||||||||||||||||||||
Original issue discount | 10,000 | ||||||||||||||||||||
Promissory Note | 88,058 | ||||||||||||||||||||
Purchase price of promissory note | 100,000 | ||||||||||||||||||||
Issue of promissory notes | $ 110,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | March 13, 2024 | ||||||||||||||||||||
Debt discount | 21,942 | ||||||||||||||||||||
Amortization debt discount | 1,242 | ||||||||||||||||||||
Issue of restricted common share | 200,000 | ||||||||||||||||||||
Total debt discount | $ 23,184 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | April 14, 2023 | |||||||||||||||||||||
Note inducement | $ 11,842 | ||||||||||||||||||||
Original issue discount | 10,000 | ||||||||||||||||||||
Promissory Note | 89,270 | ||||||||||||||||||||
Purchase price of promissory note | 100,000 | ||||||||||||||||||||
Issue of promissory notes | $ 110,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | March 14, 2024 | ||||||||||||||||||||
Debt discount | 20,730 | ||||||||||||||||||||
Amortization debt discount | 1,112 | ||||||||||||||||||||
Issue of restricted common share | 200,000 | ||||||||||||||||||||
Total debt discount | $ 21,842 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | October 14, 2022 | |||||||||||||||||||||
Note inducement | $ 50,384 | ||||||||||||||||||||
Original issue discount | 7,500 | ||||||||||||||||||||
Promissory Note | 43,933 | ||||||||||||||||||||
Purchase price of promissory note | 75,000 | ||||||||||||||||||||
Issue of promissory notes | $ 82,500 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | September 14, 2023 | ||||||||||||||||||||
Debt discount | 11,067 | ||||||||||||||||||||
Amortization debt discount | 15,226 | ||||||||||||||||||||
Issue of restricted common share | 150,000 | ||||||||||||||||||||
Total debt discount | $ 57,884 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | September 27, 2022 | |||||||||||||||||||||
Note inducement | $ 33,589 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 41,251 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | August 27, 2023 | ||||||||||||||||||||
Debt discount | 13,749 | ||||||||||||||||||||
Amortization debt discount | 24,840 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 38,589 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Share | 100,000 | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Value | $ 14,100 | ||||||||||||||||||||
Security Purchase Agreement | October 10,2022 | |||||||||||||||||||||
Note inducement | $ 50,384 | ||||||||||||||||||||
Original issue discount | 7,500 | ||||||||||||||||||||
Promissory Note | 58,828 | ||||||||||||||||||||
Purchase price of promissory note | 75,000 | ||||||||||||||||||||
Issue of promissory notes | $ 82,500 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | September 10, 2023 | ||||||||||||||||||||
Debt discount | 23,672 | ||||||||||||||||||||
Amortization debt discount | 34,212 | ||||||||||||||||||||
Issue of restricted common share | 150,000 | ||||||||||||||||||||
Total debt discount | $ 57,884 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | October 18, 2022 | |||||||||||||||||||||
Note inducement | $ 21,293 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 65,900 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | September 18, 2023 | ||||||||||||||||||||
Debt discount | 16,600 | ||||||||||||||||||||
Amortization debt discount | 22,840 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 26,293 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | November 3, 2022 | |||||||||||||||||||||
Note inducement | $ 2,383 | ||||||||||||||||||||
Original issue discount | 10,500 | ||||||||||||||||||||
Promissory Note | 53,917 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 60,500 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | October 3, 2023 | ||||||||||||||||||||
Debt discount | 6,583 | ||||||||||||||||||||
Amortization debt discount | 6,300 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 12,883 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | January 11, 2023 | |||||||||||||||||||||
Note inducement | $ 8,816 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 45,693 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | December 11, 2023 | ||||||||||||||||||||
Debt discount | 9,307 | ||||||||||||||||||||
Amortization debt discount | 4,509 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 13,816 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | January 12, 2023 | |||||||||||||||||||||
Note inducement | $ 8,816 | ||||||||||||||||||||
Original issue discount | 5,000 | ||||||||||||||||||||
Promissory Note | 45,638 | ||||||||||||||||||||
Purchase price of promissory note | 50,000 | ||||||||||||||||||||
Issue of promissory notes | $ 55,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | December 12, 2023 | ||||||||||||||||||||
Debt discount | 9,362 | ||||||||||||||||||||
Amortization debt discount | 4,454 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 13,816 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement | January 27, 2023 | |||||||||||||||||||||
Note inducement | $ 35,263 | ||||||||||||||||||||
Original issue discount | 20,000 | ||||||||||||||||||||
Promissory Note | 180,124 | ||||||||||||||||||||
Purchase price of promissory note | 200,000 | ||||||||||||||||||||
Issue of promissory notes | $ 220,000 | ||||||||||||||||||||
Descriiption of trading days | 5% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | December 27, 2023 | ||||||||||||||||||||
Debt discount | 39,876 | ||||||||||||||||||||
Amortization debt discount | 15,388 | ||||||||||||||||||||
Issue of restricted common share | 400,000 | ||||||||||||||||||||
Total debt discount | $ 55,263 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreemnet | August 17, 2022 | |||||||||||||||||||||
Note inducement | $ 50,384 | ||||||||||||||||||||
Original issue discount | 7,500 | ||||||||||||||||||||
Promissory Note | 68,199 | ||||||||||||||||||||
Purchase price of promissory note | 75,000 | ||||||||||||||||||||
Issue of promissory notes | $ 82,500 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | July 17, 2023 | ||||||||||||||||||||
Debt discount | 14,301 | ||||||||||||||||||||
Amortization debt discount | 43,583 | ||||||||||||||||||||
Issue of restricted common share | 150,000 | ||||||||||||||||||||
Total debt discount | $ 57,884 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Share | 150,000 | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Value | $ 21,150 | ||||||||||||||||||||
Restricted Stock [Member] | August 17, 2022 | |||||||||||||||||||||
Note inducement | $ 33,589 | ||||||||||||||||||||
Original issue discount | $ 5,000 | ||||||||||||||||||||
Promissory Note | 45,466 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Debt discount | 9,534 | ||||||||||||||||||||
Amortization debt discount | 29,055 | ||||||||||||||||||||
Issue of restricted common share | 100,000 | ||||||||||||||||||||
Total debt discount | $ 38,589 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Promissory note issued | $ 55,000 | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Share | 100,000 | ||||||||||||||||||||
Issued shares of common stock to the noteholder, Value | $ 14,100 | ||||||||||||||||||||
Purchase price | $ 50,000 | ||||||||||||||||||||
Security Purchase Agreement One [Member] | February 22, 2023 | |||||||||||||||||||||
Note inducement | $ 25,728 | ||||||||||||||||||||
Original issue discount | 15,000 | ||||||||||||||||||||
Promissory Note | 132,539 | ||||||||||||||||||||
Purchase price of promissory note | 150,000 | ||||||||||||||||||||
Issue of promissory notes | $ 165,000 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | January 22, 2024 | ||||||||||||||||||||
Debt discount | 32,461 | ||||||||||||||||||||
Amortization debt discount | 8,267 | ||||||||||||||||||||
Issue of restricted common share | 300,000 | ||||||||||||||||||||
Total debt discount | $ 40,728 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Security Purchase Agreement One | October 18 ,2022 One | |||||||||||||||||||||
Note inducement | $ 31,940 | ||||||||||||||||||||
Original issue discount | 7,500 | ||||||||||||||||||||
Promissory Note | 59,588 | ||||||||||||||||||||
Purchase price of promissory note | 75,000 | ||||||||||||||||||||
Issue of promissory notes | $ 82,500 | ||||||||||||||||||||
Descriiption of trading days | 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||||||||||||||||||
Notes, maturity date | September 18, 2023 | ||||||||||||||||||||
Debt discount | 22,912 | ||||||||||||||||||||
Amortization debt discount | $ 34,971 | ||||||||||||||||||||
Issue of restricted common share | 150,000 | ||||||||||||||||||||
Total debt discount | $ 39,440 | ||||||||||||||||||||
Interest rate | 10% |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Finance lease liabilities | $ 25,383 | $ 0 |
Finance lease liabilitiess | $ 113,604 | $ 0 |
Current Lease Obligation [Member] | ||
Leases maturity date | Mar. 20, 2027 | |
Finance lease liabilities | $ 25,383 | |
Current Lease Obligation [Member] | Minimum [Member] | ||
Leases discount rate | 6.13% | |
Current Lease Obligation [Member] | Maximum [Member] | ||
Leases discount rate | 10.51% | |
Non Current Lease Obligation [Member] | ||
Leases maturity date | Mar. 20, 2027 | |
Finance lease liabilities | $ 88,221 | |
Finance lease liabilitiess | $ 88,221 | |
Non Current Lease Obligation [Member] | Minimum [Member] | ||
Leases discount rate | 10.51% | |
Non Current Lease Obligation [Member] | Maximum [Member] | ||
Leases discount rate | 6.13% |
LEASES (Details 1)
LEASES (Details 1) | 12 Months Ended |
Apr. 30, 2023 USD ($) | |
LEASES | |
Finance lease liabilitiess current and non current | $ 0 |
Lease liability additions | 115,620 |
Repayment of Lease liability | (2,871) |
Imputed interest | 855 |
Finance lease liabilitiess current and non current | $ 113,604 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
LEASES | ||
2024 | $ 34,457 | |
2025 | 34,457 | |
2026 | 34,457 | |
2027 | 31,586 | |
Total lease payments | 134,957 | |
Less: imputed interest | (21,353) | |
Finance lease liabilitiess current and non current | $ 113,604 | $ 0 |
LEASES (Details 3)
LEASES (Details 3) | 12 Months Ended |
Apr. 30, 2023 USD ($) | |
LEASES | |
Finance lease right-of-use assets, net | $ 0 |
Addition right of use assets | 132,120 |
Depreciation | (2,753) |
Finance lease right-of-use assets, net | $ 129,367 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Leases APR range | The term of these leases are four years with APR ranged from 10.96% to 18% | ||
Depreciation of right-of-use-assets | $ 2,753 | ||
Interest expense on finance lease | 855 | $ 0 | |
Finance lease liabilities | $ 25,383 | 25,383 | $ 0 |
Vehicles down payment for Two [Member] | |||
Vehicles down payment | 5,000 | ||
Vehicles down payment [Member] | |||
Vehicles down payment | 6,500 | ||
Non Current Lease Obligation [Member] | |||
Finance lease liabilities | $ 88,221 | $ 88,221 |
COMMITTMENTS AND CONTINGENCIES
COMMITTMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Jan. 31, 2023 | |
Committments and contingencies description | The leases are exempt from the provisions of ASC 842, Leases, due to the short terms of their durations | |
Las Vegas [Member] | January 01 2022 [Member] | ||
Office lease cost, cash payable | $ 2,000 | |
Office lease cost, shares issuable | 2,500 | |
Office lease cost, per month | 4,500 | |
Lease term | 1 year | |
Las Vegas [Member] | August 05 2020 [Member] | ||
Office lease cost, cash payable | 2,750 | |
Office lease cost, shares issuable | 2,000 | |
Office lease cost, per month | $ 4,750 | |
Lease term | 6 months |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
INCOME TAX | ||
Net loss | $ (4,035,513) | $ (29,590,456) |
Add: Stock based compensation | 2,202,707 | 28,292,017 |
Net operating loss | $ (1,832,806) | $ (1,298,439) |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
INCOME TAX | ||
Net operating loss carryforward | $ (3,747,889) | $ (1,915,083) |
Effective tax rate | 21% | 21% |
Deferred tax asset | $ 787,057 | $ 402,167 |
Less: Valuation allowance | 787,057 | 402,167 |
Net deferred asset | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
INCOME TAX | ||
Change in valuation allowance | $ 384,890 | $ 272,672 |
Net operating losses | $ 3,700,000 | |
Net operating loss carry forwards ownership changes | 50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | |||
Aug. 15, 2023 | May 18, 2023 | Aug. 28, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Common stock, shares issued | 39,454,300 | 31,361,572 | |||
Subsequent Event [Member] | |||||
Common stock, shares issued | 400,000 | 613,437 | |||
Aggregate principal amount for issued promissory notes | $ 597,300 | ||||
Proceeds from promissory notes issued | 543,000 | ||||
Common stock issued for the conversion of Founders Series A Non-Voting Redeemable Preferred Stock | 7,500 | ||||
Common stock for term extension of three promissory notes | 400,000 | ||||
Conversion of note principal amount | 93,150 | ||||
Repayment of promissory notoes | $ 103,000 | ||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||
Description of trading days | convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days | ||||
Annual interest rate | 10% | ||||
Promissory note issued | $ 432,300 | ||||
Proceed price | $ 393,000 | ||||
Subsequent Event [Member] | Loan Inducements Promissory Notes [Member] | |||||
Common stock, shares issued | 786,000 | ||||
Subsequent Event [Member] | S8 Consultant [Member] | |||||
Common stock issued for services rendered | 150,000 | ||||
Consultants [Member] | Subsequent Event [Member] | |||||
Common stock issued for services rendered | 675,377 | ||||
Executives And Employees [Member] | Subsequent Event [Member] | |||||
Common stock, shares issued | 1,629,746 |