SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2024 are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2024, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 19, 2024. 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. Cash and Cash Equivalents For the 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 July 31, 2024 and April 30, 2024, the Company had cash of $56,724 and $69,415, respectively. Accounts Receivable Accounts receivables 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 the 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 July 31, 2024 and April 30, 2024, the Company had accounts receivable of $11,311 and $57,792, respectively. As of July 31, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 54% and 46%, respectively. As of April 30, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 90% and 10%, respectively. Prepaid Expense Prepaid expenses relate to security deposit for an 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. July 31, April 30, 2024 2024 Security Deposit for office premise $ 2,000 $ 2,000 Prepayment for services to consultants 39,595 33,140 Total $ 41,595 $ 35,140 Inventory Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. As of July 31, 2024 and April 30, 2024, the Company recorded inventory reserve of $32,632 and $31,387 for slow moving or obsolete inventory. As of July 31, 2024 and April 30, 2024, the Company had finished goods inventory, net of inventory reserve of $421,512 and $402,152, respectively. July 31, 2024 April 30, 2024 Mr Vapor $ 2,863 $ 3,473 Nutriumph 45,732 50,039 Distro 24,257 15,675 Loon 339,837 324,142 Vyve 8,823 8,823 $ 421,512 $ 402,152 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 it 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 Automobile 5 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 the 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 three months ended July 31, 2024, and 2023, 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. During the three months ended July 31, 2024 and 2023, the Company recognized $1,207,741 and $970,729 of revenues related to merchandise and product sales, and $0 and $6 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,207,741 and $970,735, respectively. The Company incurred cost of revenue of $945,994 and $747,031 and generated gross profit of $261,747 and $223,704 during the three months ended July 31, 2024 and 2023, respectively. In regard to the sales that occurred during the three months ended July 31, 2024 and 2023, there are no unfulfilled obligations related to the merchandise and product sales. During the three months ended July 31, 2024, the Company has one customer who contributed over 10% of total sales at 97%. During the three months ended July 31, 2023, the Company has one customer contributed over 10% of total sales at 91%. Accounts payable and accrued liabilities Accounts payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of July 31, 2024 and April 30, 2024, accounts payable and accrued liabilities were $1,731,103 and $1,557,548, comprised of trade payable of $1,684,470 and $1,491,332 and payroll liabilities of $46,633 and $66,216, 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 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 as a single line item in the operating expense in the statement of operations. The right-of-use assets are 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. Fair Value Measurement The Company adopted the provisions of ASC Topic 820, “ Fair Value Measurements and Disclosures The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modelling inputs based on assumptions) None of the financial instruments are measured at fair value on a recurring basis. 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 three months ended July 31, 2024 and 2023, the Company recorded $14,418 stock-based compensation expense and $404,397 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $0 and $25,500, 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. Three Month Ended July 31, 2024 2023 Common stock award to consultants $ 7,110 $ 147,098 Common stock award to management and executives - related parties 7,308 257,299 $ 14,418 $ 404,397 Basic and Diluted Loss per Share Basic loss per share is computed by dividing the 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 three months ended July 31, 2024 and 2023, 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. July 31, July 31, 2024 2023 (Shares) (Shares) Series A Preferred Shares 1,000,000 1,000,000 Convertible Notes 38,000 188,000 Warrants 168,000 168,000 Common Stock Payable 2,184,649 3,668,983 3,390,649 5,024,983 The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on July 31, 2024 and 2023, that are convertible into shares of common stock at a one-for-one rate. (Note 6) As of July 31, 2024 and 2023, convertible shares from the Company’s non-affiliate convertible notes were 38,000 shares and 188,000 shares, respectively. (Note 8) As of July 31, 2024 and 2023, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6) As of July 31, 2024 and 2023, the Company had stock payable of $245,768 and $559,643 for outstanding 2,184,649 shares and 3,668,983 shares of common stock, respectively. (Note 6) Net loss per share for each class of common stock is as follows: Three Months Ended July 31, 2024 2023 Net loss per share, basic diluted $ (0.01 ) $ (0.03 ) Net loss per common shares outstanding: Founders Class A Common stock $ (5.10 ) $ (10.59 ) Ordinary Common stock $ (0.01 ) $ (0.03 ) Weighted average shares outstanding: Founders Class A Common stock 115,000 115,000 Ordinary Common stock 57,518,014 39,454,300 Total weighted average shares outstanding 57,633,014 39,569,300 New Accounting Pronouncements The Company’s management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |