| STOCKHOLDERS' DEFICIT | Note 7 – STOCKHOLDERS’ DEFICIT Common Stock The Company is authorized to issue 75,000,000 shares
of common stock, $0.001 par value per share. Common Stock Issuances During the year ended April 30, 2021, the Company
issued or was to issue the following shares of restricted common stock:
687,500 shares of restricted common stock issued for cash in the amount of $237,250, of which 187,500 shares are still to be issued as of April 30, 2021;
250,000 shares of restricted common stock
valued at $25,000 to a consultant for services provided. The Company determined the fair value of the shares issued using the stock
price on date of grant or issuance. Compensation expense is recognized as the services are provided to the Company; and
350,000 shares to be issued as stock compensation valued at $133,000 The Company is in the process of cancelling the shares
issued to an individual from the cancelled Southern Amusement transaction. All such shares are held in escrow for cancellation under the
Company’s Counsel and President. During the year ended April 30, 2020, the Company
issued or was to issue the following shares of restricted common stock:
3,161,502 shares under subscription agreements for total proceeds of $483,250.
100,000 restricted shares of common stock valued at $17,000 were issued to a consultant for work related to website development, Internet hosting and related development and programming work. The Company determined the fair value of the shares issued using the stock price on date of grant or issuance. Compensation expense is recognized as the services are provided to the Company. For the year ended April 30, 2020, the $17,000 stock compensation for expense was included in general and administrative expenses on the consolidated statements of operations.
250,000 shares remaining to be issued at
April 30, 2020 valued at $62,500 under an agreement with an individual who agreed to perform services as TSR’s interim
CEO.
A total of 1,700,000 shares issued for purchase of assets. 1,200,000 shares of the Company’s restricted common stock were issued under a Trademark and Usage Purchase Agreement dated March 5, 2020, See Note 5 Purchase of Trademark, Graphics, Related Media and Product Materials. 500,000 shares of the Company’s restricted common stock were issued for the development of a treasure related gaming app, see Note 4 Fixed Assets, with 100,000 shares remaining to be issued.
2,600,000 shares of common stock were returned and cancelled. The shares were owned by one of the principals involved in the Southern Amusement transaction which was unwound and were originally acquired in a private transaction. There was no consideration paid for these shares. Preferred Shares On May 1, 2020, the Board of Directors of TSR designated
2,000,000 shares of the total 75,000,000 shares authorized to be designated as Preferred Class Shares, with such class to be designated
by class and preferences by the Board of Directors. On the same day the Company’s Board authorized the creation of 100 Series A
preferred shares. Series A Preferred Stock The Series A Preferred Share will exist in one hundred
(100) Preferred A Shares authorized, maximum. Each Series A Preferred Share will cost $4,000, with a three share minimum purchase ($12,000)
to accredited investors only in a Preferred Class A Share Agreement. Each Series A Preferred share gets .2% of TSR Game Net Profit, after
deductions for costs and other distributions below. Each Series A Preferred Share will continue to exist, unless the game app is sold
to another entity, at which time the Series A Preferred Shareholders will receive their same percentage of the TSR net sales proceeds
price. All hosting and sales platforms costs, developer costs, marketing and advertising costs, game improvement costs, costs of hosting
on servers either internally or outside the company, store costs and all other sources of cost are excluded from any net that a designer
would receive for game build out and maintaining the game, advertising and marketing, which shall be fees excluded from all gross revenues
before revenue and profit for TSR. TSR has or will have partnerships with game developers which may gain a percent of the revenue for
the game which may deduct from the TSR portion, and the Preferred A Shareholders’ revenue. The Series A Preferred Shares have no
voting rights, and no rights to ordinary dividends that other share classes may receive, the Preferred Series A Shares shall each be entitled
to such revenue rights only as stated above. The Series A Preferred Shares are not convertible into any other shares of the Company’s
stock. Such shares shall be transferable with consent of the Company. During the year ended April 30, 2021, the Company
issued 51 shares of Series A preferred shares for total proceeds of $202,455. Warrants During the years ended April 30, 2021 and 2020, the
Company issued 368,000 and 0 warrants, respectively. The
following table shows the warrants outstanding at April 30, 2021 and 2020:
Number
of Weighted
Average Weighted
Average Average
Warrants Exercise
Price Remaining
Life (Years) Intrinsic
Value
Outstanding,
April 30, 2020 - - - $ -
Granted 368,000 0.25 5.00 0.11
Forfeited
or expired - - - -
Exercised - - - -
Outstanding,
April 30, 2021 368,000 0.25 5.00 0.11
Exercisable,
April 31, 2021 368,000 0.25 5.00 $ 0.11 On April 26, 2021
the Company issued 368,000 common stock warrants to a lender under the terms of a convertible note payable agreement. The warrants
vested 100% at the time that they were issued, have an exercise price of $0.25 per share and expire April 26, 2026. The warrants granted were fair valued at
$126,000 using the Black-Scholes option pricing model with the following variables: annual dividend yield 0%; expected life of 5
years; risk fee rate of return 0.86%; and expected volatility of 500%. |
