Cover
Cover - USD ($) | 12 Months Ended | ||
Apr. 30, 2022 | Aug. 15, 2022 | Oct. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Apr. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --04-30 | ||
Entity File Number | 333-219700 | ||
Entity Registrant Name | Treasure & Shipwreck Recovery, Inc. | ||
Entity Central Index Key | 0001703625 | ||
Entity Primary SIC Number | 7310 | ||
Entity Tax Identification Number | 37-1844836 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 13046 Racetrack Road | ||
Entity Address, Address Line Two | #234 | ||
Entity Address, City or Town | Tampa | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33626 | ||
City Area Code | 813 | ||
Local Phone Number | 504-7831 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,494,666 | ||
Entity Common Stock, Shares Outstanding | 9,488,502 | ||
Auditor Name | Accell Audit & Compliance, PA | ||
Auditor Firm ID | 3289 | ||
Auditor Location | Tampa, Florida |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 30, 2022 | Apr. 30, 2021 |
Current Assets | ||
Cash | $ 47,003 | $ 197,761 |
Total current assets | 47,003 | 197,761 |
Fixed Assets | ||
Fixed assets, net of depreciation | 21,644 | 36,173 |
Total fixed assets, net | 21,644 | 36,173 |
Other Assets | ||
Trademarks | 636,000 | |
Security deposit | 11,000 | 1,000 |
Total other assets | 11,000 | 637,000 |
Total assets | 79,647 | 870,934 |
Current liabilities | ||
Accounts payable | 30,350 | 1,567 |
Customer deposits | 8,700 | 8,700 |
Accrued expenses | 66,332 | |
Convertible notes payable, net of discounts of $21,114 and $250,000, respectively | 774,552 | 25,000 |
Short term loans | 16,763 | 16,763 |
Related party convertible loan | 53,890 | 53,890 |
Total current liabilities | 950,587 | 105,920 |
Total Liabilities | 950,587 | 105,920 |
Stockholders (Deficit) Equity | ||
Preferred stock, $0.001 par value, 100 shares authorized, 51 shares issued and outstanding | ||
Common stock, par value $0.001; 75,000,000 shares authorized, 9,488,502 and 8,146,502 shares issued and at April 30, 2022 and 2021, respectively | 9,489 | 8,147 |
Common stock to be issued | 118,500 | 312,500 |
Additional paid in capital | 2,335,529 | 1,709,258 |
Accumulated deficit | (3,334,458) | (1,264,891) |
Total Stockholders (Deficit) Equity | (870,940) | 765,014 |
Total Liabilities and Stockholders (Deficit) Equity | $ 79,647 | $ 870,934 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Apr. 30, 2022 | Apr. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Debt Instrument, Unamortized Discount | $ 21,114 | $ 250,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100 | 100 |
Preferred Stock, Shares Issued | 51 | 51 |
Preferred Stock, Shares Outstanding | 51 | 51 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 9,488,502 | 8,146,502 |
Common Stock, Shares, Outstanding | 9,488,502 | 8,146,502 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Income Statement [Abstract] | ||
REVENUES | ||
Cost of Revenues | ||
Gross Profit | ||
OPERATING EXPENSES | ||
Boat Expenses | 249,402 | 43,963 |
Consulting and Accounting | 119,157 | 286,808 |
Professional Fees | 118,159 | 150,277 |
General and Administrative Expenses | 112,598 | 41,989 |
Labor | 36,924 | 12,402 |
Depreciation | 14,530 | 48,530 |
Research and Development | 8,000 | 20,000 |
TOTAL OPERATING EXPENSES | 658,770 | 603,969 |
NET LOSS FROM OPERATIONS | (658,770) | (603,969) |
OTHER (EXPENSE) INCOME | ||
Interest Expense | (774,797) | |
Impairment Loss | (636,000) | (62,333) |
Other Income | 82,500 | |
TOTAL OTHER (EXPENSE) INCOME | (1,410,797) | 20,167 |
LOSS BEFORE INCOME TAX | (2,069,567) | (583,802) |
Provision for Income Tax | ||
NET LOSS | $ (2,069,567) | $ (583,802) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.22) | $ (0.08) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 9,311,863 | 7,527,058 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock to be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Apr. 30, 2020 | $ 7,397 | $ 79,500 | $ 1,257,533 | $ (681,089) | $ 663,361 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2020 | 7,396,502 | |||||
Issuance of preferred shares | 202,455 | 202,455 | ||||
Stock Issued During Period, Shares, New Issues | 51 | |||||
Stock compensation | $ 250 | 133,000 | 24,750 | 158,000 | ||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 250,000 | |||||
Sale of common stock | $ 500 | 100,000 | 136,750 | 237,250 | ||
Warrants issued with debt | 87,750 | 87,750 | ||||
Net loss | (583,802) | (583,802) | ||||
Ending balance, value at Apr. 30, 2021 | $ 8,147 | 312,500 | 1,709,258 | (1,264,891) | 765,014 | |
Shares, Outstanding, Ending Balance at Apr. 30, 2021 | 51 | 8,146,502 | ||||
Beginning balance, value at Apr. 30, 2020 | $ 7,397 | 79,500 | 1,257,533 | (681,089) | 663,361 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2020 | 7,396,502 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 250,000 | |||||
Stock Issued During Period, Shares, Other | 500,000 | |||||
Ending balance, value at Apr. 30, 2022 | $ 9,489 | 118,500 | 2,335,529 | (3,334,458) | (870,940) | |
Shares, Outstanding, Ending Balance at Apr. 30, 2022 | 51 | 9,488,502 | ||||
Beginning balance, value at Apr. 30, 2021 | $ 8,147 | 312,500 | 1,709,258 | (1,264,891) | 765,014 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | 51 | 8,146,502 | ||||
Stock compensation | $ 350 | (204,500) | 204,150 | 10,500 | ||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 350,000 | |||||
Warrants issued with debt | 180,938 | 180,938 | ||||
Net loss | (2,069,567) | (2,069,567) | ||||
Common stock issued for financing fees | $ 800 | 10,500 | 200,875 | 212,175 | ||
Common Stock Issued for Financing Fees in Shares | 800,000 | |||||
Stock issued for services | $ 192 | 28,608 | 28,800 | |||
Stock Issued During Period, Shares, Issued for Services | 192,000 | |||||
Warrants issued for services | 11,700 | 11,700 | ||||
Ending balance, value at Apr. 30, 2022 | $ 9,489 | $ 118,500 | $ 2,335,529 | $ (3,334,458) | $ (870,940) | |
Shares, Outstanding, Ending Balance at Apr. 30, 2022 | 51 | 9,488,502 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,069,567) | $ (583,802) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 14,530 | 48,530 |
Impairment loss | 636,000 | 62,333 |
Stock compensation | 11,700 | 158,000 |
Changes in operating assets and liabilities: | ||
Security deposit | (10,000) | |
Accounts payable | 28,783 | (53,933) |
Accrued expenses | 66,332 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | (613,758) | (368,872) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from short term convertible loans | 463,000 | 50,000 |
Proceeds from related party convertible loan | 7,500 | |
Proceed from sales of common stock | 300,000 | |
Proceed from sales of preferred stock | 202,455 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 463,000 | 559,955 |
NET (DECREASE) INCREASE IN CASH | (150,758) | 191,083 |
Cash, beginning of period | 197,761 | 6,678 |
Cash, end of period | 47,003 | 197,761 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
NON-CASH OPERATING AND FINANCING ACTIVITIES: | ||
Warrants issued with debt | $ 180,938 | $ 87,750 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | Note 1 – ORGANIZATION AND NATURE OF BUSINESS Treasure & Shipwreck Recovery, Inc (TSR or the Company), was incorporated in the State of Nevada on October 24, 2016 as Beliss Corp. The Company changed its name to Treasure & Shipwreck Recovery Inc. on June 26, 2019. TSR formed TSR Holdings, Inc., a wholly owned subsidiary, on August 22, 2019 as the Companys operating vehicle to focus on the recovery of sunken treasure from historic shipwrecks. The Company was originally focused on the development of high impact internet marketing, search engine optimization (SEO) software and techniques, and the development of digital properties (collectively Internet Marketing). On April 6, 2020, TSR formed TSR Media Group, Inc. (TSR Media), a wholly owned subsidiary, in order to develop various digital media properties. TSR Media is in the process of developing, through an outside app developer, a treasure search and salvage gaming app. TSR Media also entered into an agreement to purchase a domain called www.flavorfullapps.com and approximately 60 food related apps that are currently listed on Amazon.com, Blackberry World and Google Play. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Apr. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | Note 2 – GOING CONCERN These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Companys ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from August 15, 2022. Managements plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Co mpany does not expect to generate any significant revenues for the foreseeable future. At April 30, 2022, the Company had net working capital deficit of $ 903,584 Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Companys ability to raise additional capital through the future issuances of common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Companys ability to continue as a going concern; however, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Covid-19 Disclosure The Companys operations may be adversely affected by the ongoing outbreak of the coronavirus disease 2019 (COVID-19) which was declared a pandemic by the World Health Organization (WHO) in March 2020. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on TSRs financial position, operations and cash flows. Additionally, it is possible that the Company may face additional challenges in obtaining financing due to COVID-19s effects on the general economy and the capital markets. If the Company is not able to obtain financing due to COVID-19, then it is highly likely that it will be forced to cease operations. The impact on smaller companies such as TSR of having to cease operations due to the effects of COVID-19 would likely result in the Company not being able to survive and would cause a complete loss of all capital invested in the Company. To date TSR has not suffered any significant setback due to COVID-19 interfering with operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant accounting policies of TSR is presented to assist in understanding the Companys consolidated financial statements. The consolidated financial statements and notes are representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (GAAP) and have been consistently applied in the preparation of the consolidated financial statements. The Companys year-end is April 30. Principles of Consolidation The consolidated financial statements of the Company include the accounts of TSR Holdings, Inc. and TSR Media Group, Inc., which are wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The process of preparing consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Significant estimates for the years ended April 30, 2022 and 2021 include the useful life of property and equipment, valuation allowances against deferred tax assets and fair value of non cash equity transactions. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at April 30, 2022 and 2021. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 0 Research and Development Expenses Expenditures for research and development are expensed as incurred. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from contracts with customers. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. Basic Loss per Share The Company has adopted the Financial Accounting Standards Board (FASB) ASC 260-10, which provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The potentially dilutive common stock equivalents for the years ended April 30, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of April 30, 2022 and 2021, there were approximately 10,400,923 and 3,137,596 shares of common stock underlying our outstanding convertible notes payable and warrants, respectively. Fair Value of Financial Instruments The carrying amounts of financial assets and liabilities, such as cash, accounts payable, short term loans, and the Companys related party convertible loan from a shareholder approximate their fair values because of the short maturity of these instruments. Fixed Assets Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Gains and losses upon disposition are reflected in the consolidated statements of operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred. Currently the Companys only assets are a diving vessel and a magnetometer. They are being depreciated over three twelve Impairment of Long-Lived and Intangible Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. At April 30, 2022 the Company recognized an impairment loss of $ 636,000 At April 30, 2021, the Company recognized an impairment loss of $ 62,333 Stock Based Compensation to Employees and Service Providers The Company recognizes all share-based payments to employees and service providers, including grants of employee stock options, as compensation expense in the consolidated financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately. Convertible Notes Payable The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Customer Deposits Customer deposits discloses an amount paid by a customer prior to the Company providing it with goods or services. The Company has an obligation to provide the goods or services to the customer or to return the money. The Company had $ 8,700 Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Recent Accounting Pronouncements All other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Apr. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | Note 4 – FIXED ASSETS F ixed assets at April 30, 2022 and 2021 are summarized below: Schedule of Fixed Assets Fixed Assets April 30, 2022 April 30, 2021 Diving Vessel $ 36,390 $ 36,390 Magnetometer 24,000 24,000 Accumulated Depreciation (38,746 ) (24,217 ) Fixed Assets, Net $ 21,644 $ 36,173 Depreciation expense was $ 14,530 48,530 TSR Media Group, Inc. entered into an App Company and App Purchase agreement with an individual on February 12, 2020 to purchase a website as well as various related recipe and cooking apps. During the year ended April 30, 2021, TSR Media Group, Inc. and the seller of the website and cooking apps entered into a Mutual Release and Settlement Agreement where the seller of the website and the related cooking apps agreed to unwind the original App Company and App Purchase agreement. At April 30, 2021, the Company wrote down the remaining balance of the website and cooking apps balance to $0 and recorded an impairment loss of $62,333. |
PURCHASE OF TRADEMARK, GRAPHICS
PURCHASE OF TRADEMARK, GRAPHICS, RELATED MEDIA AND PRODUCT MATERIALS | 12 Months Ended |
Apr. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
PURCHASE OF TRADEMARK, GRAPHICS, RELATED MEDIA AND PRODUCT MATERIALS | Note 5 – PURCHASE OF TRADEMARK, GRAPHICS, RELATED MEDIA AND PRODUCT MATERIALS The Company entered into a Trademark and Usage Purchase Agreement with Galleon Quest, LLC (GQ), a privately held limited liability company, on March 5, 2020. Under the terms of the Trademark and Usage Purchase Agreement, the Company agreed to issue 1,200,000 shares of its restricted common stock to GQ in exchange for the acquisition of a registered trademark and all other developed graphics, including for gaming, web site and all other material for television, multimedia, gaming, food and products such as beverages, and all other issues. In addition, the Company agreed that GQ shall retain the right to ten percent of the gaming rights and five percent of the television media revenue, which shall be for rights of the gaming name rights, as used in all app, online or other gaming as owned by TSR and any television related media. All shares issued by both parties under the agreement have all rights and entitlements as the common stock of every other shareholder of such share class. The purchase of the trademark and related graphics and materials was valued at $636,000 based on fair value of TSRs shares on the date of the Trademark and Usage Purchase Agreement. At April 30, 2022, the Company wrote down the balance to $0 and recorded an impairment loss of $636,000. |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | Note 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Related Party Convertible Loan An officer of the Company has provided a loan to TSR under a convertible promissory note. This convertible promissory note is unsecured, non-interest bearing, and is convertible into common shares of the Company stock at $2.75 per share and due on demand. The balance due to the officer was $ 53,890 On April 20, 2022, the Company entered into a convertible note payable with an individual who is a member of the Companys Board of Directors. The note payable, with a face value of $50,000, bears interest at 10.0% per annum and is due on July 21, 2022. The convertible note payable is convertible upon default, at the note holders option, into the Companys common shares at a fixed conversation rate of $0.05. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. This convertible promissory note is currently in default due to non payment of principal and interest. Short Term Loans As of April 30, 2022 and 2021, the Company had loans totaling $ 16,763 14,063 2,700 Convertible Notes Payable The following table reflects the convertible notes payable as of April 30, 2022 and April 30, 2021: Schedule of Notes Payable Maturity April 30, 2022 April 30, 2021 Conversion Issue Date Date Principal Balance Principal Balance Rate Price Convertible notes payable Face Value 04/26/2021 04/26/2023 $ 250,000 $ 250,000 10.00% 0.10 Face Value 04/26/2021 04/26/2023 25,000 25,000 10.00% 0.10 Face Value 05/05/2021 05/05/2023 150,000 - 10.00% 0.10 Face Value 05/07/2021 05/07/2023 100,000 - 10.00% 0.10 Face Value 05/19/2021 05/19/2023 150,000 - 10.00% 0.10 Face Value 12/06/2021 03/06/2023 70,666 - 0.00% 0.10 Face Value 04/20/2022 07/21/2023 50,000 - 10.00% 0.05 Face value 795,666 275,000 Less unamortized discounts 21,114 250,000 Balance convertible notes payable $ 774,552 $ 25,000 The convertible notes payable are convertible into a fixed number of shares and with no down round protection features. The Company accounted for the beneficial conversion features based on the intrinsic value at the date of issuance. During the years ended April 30, 2022 and 2021, the Company recognized beneficial conversion features totaling $479,579 and $250,000, respectively. The discount from the beneficial conversion features are being amortized through charges to interest expense over the term of the convertible notes payable. The Company recorded interest expense related to the amortization of debt discounts on these notes of $708,464 and $0 for the years ended April 30, 2022 and 2021, respectively. New Convertible Notes Payable Issued During the Years Ended April 30, 2022 and 2021 Year Ended April 30, 2022 On May 5, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $150,000, including a $15,000 original issue discount, bears interest at 10.0% per annum and is due on May 5, 2023. The convertible note payable is convertible, at the holders option, into the Companys common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. On May 7, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $100,000, including a $10,000 original issue discount, bears interest at 10.0% per annum and is due on May 7, 2023. The convertible note payable is convertible, at the holders option, into the Companys common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. On May 19, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $150,000, including a $15,000 original issue discount, bears interest at 10.0% per annum and is due on May 19, 2023. The convertible note payable is convertible, at the holders option, into the Companys common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. On December 6, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $70,666, including a $17,666 original issue discount, bears interest at 0.0% per annum and is due on March 6, 2023. The default interest rate is 15% if the note is not repaid within ninety days of the issue date, retroactive to the date of issuance. There was also $3,000 for legal fees included in the note balance. After the occurrence of any event of default, the convertible note payable is convertible, at the holders option, into the Companys common shares at a fixed conversation rate of $0.10. The lender also received 282,667 warrants to purchase the Companys common stock at a purchase price of $0.25 for a period of five years from the date of the note. During the twelve months immediately following the Closing, with respect to each and any securities offering conducted by the Company, the Company agrees to, and hereby does, irrevocably grant to the Buyer the option to purchase up to $1,000,000 worth of the securities offered in such offering at the applicable offering prices thereunder. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. On April 20, 2022, the Company entered into a convertible note payable with an individual who is a member of the Companys Board of Directors. The note payable, with a face value of $50,000, bears interest at 10.0% per annum and is due on July 21, 2023. The convertible note payable is convertible upon default, at the note holders option, into the Companys common shares at a fixed conversation rate of $0.05. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. This convertible promissory note is currently in default due to non payment of principal and interest. Year Ended April 30, 2021 On April 22, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $250,000, including a $25,000 original issue discount, bears interest at 10.0% per annum and is due on April 26, 2022, the maturity date of the note was extended to April 26, 2023. The convertible note payable is convertible, at the holders option, into the Companys common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. On April 26, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $25,000, bears interest at 10.0% per annum and is due on April 26, 2023. The convertible note payable is convertible, at the holders option, into the Companys common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Apr. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | Note 7 – STOCKHOLDERS DEFICIT Common Stock Issuance During the year ended April 30, 2022, the Company issued the following shares of restricted common stock: - 950,000 212,175 - 350,000 - 192,000 28,800 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 - 250,000 - 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 a prior transaction that was unwound. All such shares are held in escrow for cancellation under the Companys Counsel and President. Series A Preferred Stock On May 1, 2020, the Companys Board authorized the creation of 100 At April 30, 2022 and 2021, the Company had 51 Warrants During the years ended April 30, 2022 and 2021, the Company issued 887,667 368,000 The following table shows the warrants outstanding at April 30, 2022: Schedule of Warrants Outstanding Number of Weighted Weighted Average Warrants Exercise Price Life (Years) Value Outstanding, April 30, 2020 - $ - - $ - Granted 368,000 0.25 5.5 0.11 Forfeited or expired - - - - Exercised - - - - Outstanding, April 30, 2021 368,000 0.25 5 0.11 Granted 887,667 0.25 5 0.11 Forfeited or expired - - - - Exercised - - - - Outstanding, April 30 2022 1,255,667 0.25 4.7 0.11 Exercisable, April, 2022 1,255,667 0.25 4.7 0.11 During the year ended April 30, 2022, the Company issued 887,667 common stock warrants to multiple lenders 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 in five years. The warrants granted were fair valued at $192,638 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%. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8 – COMMITMENTS AND CONTINGENCIES Partnering Agreement In April of 2021, TSR entered into an agreement with a limited liability company and an individual consultant who controls the limited liability company for both services and the rights to treasure that is successfully recovered in a known shipwreck area. The term of the agreement is for a minimum of one year. Under the terms of the agreement TSR and the consultant agreed: 1. That the consultant has rights as a third party to certain known treasure sites controlled through a third party. Such rights exist under such agreement between the consultant and the company owning such rights. The consultant has been working such site area for an extensive period, and has produced finds of artifacts, as well as other scanned, researched, and targeted areas for further search and recovery. 2. The consultant is agreeing to take capital in, as well as contributions of available and as available, boats, crew and equipment, which TSR may have in exchange for a percentage of recovery from such site, which the consultant is entitled to from recoveries made. TSR shall receive that portion set out below for such investment of funds. 3. The consultant, agreed to enter into a partnership for such shipwreck noted above where the consultant will work, in exchange for 25% of the net due to the consultant from finds made, during the time period of this agreement, in exchange for $50,000, payable in monthly amounts starting at the time of the first payment. Each payment of $10,000 shall entitle TSR to 5% of such net proceeds up to the 25% of the net due to the consultant. Such net, means that amount after the State of Florida proceeds, and the amount due to the owner of the shipwreck site. Such amount of investment shall entitle TSR to such share for a period to December 31, 2021. In addition, after a two month term of this agreement, TSR will award the consultant 100,000 common shares of restricted stock, and additional shares upon success at the discretion of TSR. During the year ended April 30, 2021 the Company has paid a total of $20,000. 4. TSR shall also contribute, on a project and availability basis, for such operations, supporting vessels through TSR, to include the RV Bellows, with appropriate crew, and use for project site use, for survey use, etc. to support operations directed by the consultant on site from number 1 above, as well as addressed below. TSR shall have the right to contribute crew, technical, divers or other persons to observe and participate on such ventures. 5. Additional sites which may be identified by the consultant for future joint ventures which have not been explored, within or outside the state of Florida waters, where TSR shall provide capital and other materials, crew and vessels, to be agreed upon by the Parties, but wherein TSR if funding such ventures, shall be entitled to 50% of such finds, sites and artifacts. Operations Managers Agreement In October of 2020, TSR entered into an agreement with an individual consultant to be the Companys operations manager for site selection and operational oversight. The term of the agreement is for a minimum of one year. The services to be rendered, on an as needed basis include selection for sites, and personnel for diving for recovery operations, assistance in the selection of personnel, contractors, and parties for wreck site scanning, search operations, and recovery operations of wreck sites, analysis and review of shipwreck sites, interaction with state and governmental authorities as necessary for wreck site approval and operations, and at the option of TSR participate in and have the right to appear in media productions involving the Company. There are additional terms in the agreement where the Company has agreed to pay to the consultant shares of its restricted common stock for successfully locating treasure. Treasure Game App Development and Ownership Memorandum of Understanding and Agreement On February 10, 2020, TSR Media entered into an agreement with a game app developer to develop a gaming app based on treasure search and salvage. The gaming developer agreed to provide programmers and developers to complete the game. Under the terms of the agreement TSR Media agreed to pay the gaming developer a total fee of $240,000. TSR Media also agreed that the developer would receive thirty percent of the profits from the game with profits being defined as revenues calculated after distribution platforms receive their portion of gross sales and costs paid for game hosting services. TSR Media and the app developer agreed that the game will be developed for a final product within four to six months, with a launch goal in the year 2020. TSR Media and the app developer agreed that they will pay a continuing development fee to expand, improve and upgrade the game. In September of 2020, TSR Media and the game app developer entered into a Mutual Release and Settlement Agreement and agreed to unwind the Treasure Game App Development and Ownership Memorandum of Understanding and Agreement. Under the terms of the Mutual Release and Settlement Agreement, the game app developer agreed to pay TSR Media $50,000. Additionally, the outstanding amount owed by TSR Media, $32,500, was cancelled. TSR Media does not owe any further payments or fees to the game app developer and the Settlement Agreement concludes all business between the parties. During the year ended April 30, 2021, $82,500 was recorded as other income on the consolidated statements of operations. Trademark and Usage Purchase Agreement Gaming and Media Rights Payments TSR entered into a Trademark and Usage Purchase Agreement on March 5, 2020, see Note 5 Purchase of Trademark, Graphics, Related Media and Product Materials. Under the terms of the agreement TSR is obligated to pay ten percent of the gaming rights and five percent of television media revenue, which shall be for rights of the gaming name rights, as used in all such app, online or other gaming as owned by TSR and any television related media. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 9 – INCOME TAXES The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position at April 30, 2022 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at April 30, 2022 The Companys utilization of any net operating loss carry forward may be unlikely as a result of its intended activities. The valuation allowance at April 30, 2022 and 2021 was $700,236 and $265,627, respectively. The net change in valuation allowance during the years ended April 30, 2022 and 2021 were $ 434,609 122,598 Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2022 and 2021: Schedule of Effective Income Tax Rate Reconciliation For the Year Ended For the Year Ended April 30, 2022 April 30, 2021 Income tax at federal statutory rate 21.00% 21.00% Valuation allowance (21.00% ) (21.00% ) Income tax expense - - The Company has a net operating loss carryforward for tax purposes totaling $1,227,558 at April 30, 2022, expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows: Schedule of Deferred Tax Assets and Liabilities As of April 30, 2022 As of April 30, 2021 Non-current deferred tax assets: Net operating loss carryforward $ 3,334,458 $ 1,264,891 Tax rate 21% 21% Deferred tax asset 700,236 265,627 Valuation allowance (700,236 ) (265,627 ) Net deferred tax assets $ - $ - The Company is currently in the process of gathering the information necessary for filing tax returns for past years, due to the Companys lack of revenue since inception management does not believe that there is any income tax liability for past years. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Apr. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 10 – RELATED PARTY TRANSACTIONS As of April 30, 2022, an officer of the Company has provided a loan to TSR under a convertible promissory note. This convertible promissory note is unsecured, non-interest bearing, and is convertible into common shares of the Company stock at $2.75 per share and due on demand. The balance due to the officer was $ 53,890 On April 20, 2022, the Company entered into a convertible note payable with an individual who is a member of the Companys Board of Directors. The note payable, with a face value of $50,000, bears interest at 10.0% per annum and is due on July 21, 2022. The convertible note payable is convertible upon default, at the note holders option, into the Companys common shares at a fixed conversation rate of $0.05. The conversion of the note into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Companys shares. This convertible promissory note is currently in default due to non payment of principal and interest. During the years ended April 30, 2022 and 2021, the Company paid its President $ 53,970 68,000 During the years ended April 30, 2022 and 2021, the Company paid its former Interim CEO $ 0 40,450 During the years ended April 30, 2022 and 2021, the Company paid an individual related to the Companys President $ 0 500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Apr. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 11 – SUBSEQUENT EVENTS Subsequent to April 30, 2022 the Company issued the following shares of restricted common stock: - 600,000 shares total financing fees for two convertible promissory notes with an approximate value of $165,000 based on the price of the Companys stock on the date of the issuance of the shares; and - 550,000 compensatory shares to three separate parties with an approximate value of $156,500 based on the price of the Companys stock on the date of the issuance of the shares. 2) Subsequent to April 30, 2022, the Company Filed and had approved a Regulation A Tier 2 Registration through the SEC, for sale of common shares, which the SEC approved in July 2022. - Pursuant to that Offering, the Company had received a subscription for the investment and purchase of $50,000.00, which resulted in the issuance of 1,666,667 shares at $0.03 per share. - Pursuant to that Offering, the Company had received a subscription for the investment and purchase of $40,000.00, which resulted in the issuance of 1,333,333 shares at $0.03 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies of TSR is presented to assist in understanding the Companys consolidated financial statements. The consolidated financial statements and notes are representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (GAAP) and have been consistently applied in the preparation of the consolidated financial statements. The Companys year-end is April 30. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of TSR Holdings, Inc. and TSR Media Group, Inc., which are wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The process of preparing consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Significant estimates for the years ended April 30, 2022 and 2021 include the useful life of property and equipment, valuation allowances against deferred tax assets and fair value of non cash equity transactions. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at April 30, 2022 and 2021. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 0 |
Research and Development Expenses | Research and Development Expenses Expenditures for research and development are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from contracts with customers. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. |
Basic Loss per Share | Basic Loss per Share The Company has adopted the Financial Accounting Standards Board (FASB) ASC 260-10, which provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The potentially dilutive common stock equivalents for the years ended April 30, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of April 30, 2022 and 2021, there were approximately 10,400,923 and 3,137,596 shares of common stock underlying our outstanding convertible notes payable and warrants, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial assets and liabilities, such as cash, accounts payable, short term loans, and the Companys related party convertible loan from a shareholder approximate their fair values because of the short maturity of these instruments. |
Fixed Assets | Fixed Assets Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Gains and losses upon disposition are reflected in the consolidated statements of operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred. Currently the Companys only assets are a diving vessel and a magnetometer. They are being depreciated over three twelve |
Impairment of Long-Lived and Intangible Assets | Impairment of Long-Lived and Intangible Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. At April 30, 2022 the Company recognized an impairment loss of $ 636,000 At April 30, 2021, the Company recognized an impairment loss of $ 62,333 |
Stock Based Compensation to Employees and Service Providers | Stock Based Compensation to Employees and Service Providers The Company recognizes all share-based payments to employees and service providers, including grants of employee stock options, as compensation expense in the consolidated financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately. |
Convertible Notes Payable | Convertible Notes Payable The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Customer Deposits | Customer Deposits Customer deposits discloses an amount paid by a customer prior to the Company providing it with goods or services. The Company has an obligation to provide the goods or services to the customer or to return the money. The Company had $ 8,700 |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Apr. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | F ixed assets at April 30, 2022 and 2021 are summarized below: Schedule of Fixed Assets |
FIXED ASSETS | Fixed Assets April 30, 2022 April 30, 2021 Diving Vessel $ 36,390 $ 36,390 Magnetometer 24,000 24,000 Accumulated Depreciation (38,746 ) (24,217 ) Fixed Assets, Net $ 21,644 $ 36,173 |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following table reflects the convertible notes payable as of April 30, 2022 and April 30, 2021: Schedule of Notes Payable |
NOTES PAYABLE | Maturity April 30, 2022 April 30, 2021 Conversion Issue Date Date Principal Balance Principal Balance Rate Price Convertible notes payable Face Value 04/26/2021 04/26/2023 $ 250,000 $ 250,000 10.00% 0.10 Face Value 04/26/2021 04/26/2023 25,000 25,000 10.00% 0.10 Face Value 05/05/2021 05/05/2023 150,000 - 10.00% 0.10 Face Value 05/07/2021 05/07/2023 100,000 - 10.00% 0.10 Face Value 05/19/2021 05/19/2023 150,000 - 10.00% 0.10 Face Value 12/06/2021 03/06/2023 70,666 - 0.00% 0.10 Face Value 04/20/2022 07/21/2023 50,000 - 10.00% 0.05 Face value 795,666 275,000 Less unamortized discounts 21,114 250,000 Balance convertible notes payable $ 774,552 $ 25,000 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Apr. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | The following table shows the warrants outstanding at April 30, 2022: Schedule of Warrants Outstanding |
STOCKHOLDERS' DEFICIT | Number of Weighted Weighted Average Warrants Exercise Price Life (Years) Value Outstanding, April 30, 2020 - $ - - $ - Granted 368,000 0.25 5.5 0.11 Forfeited or expired - - - - Exercised - - - - Outstanding, April 30, 2021 368,000 0.25 5 0.11 Granted 887,667 0.25 5 0.11 Forfeited or expired - - - - Exercised - - - - Outstanding, April 30 2022 1,255,667 0.25 4.7 0.11 Exercisable, April, 2022 1,255,667 0.25 4.7 0.11 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2022 and 2021: Schedule of Effective Income Tax Rate Reconciliation |
INCOME TAXES | For the Year Ended For the Year Ended April 30, 2022 April 30, 2021 Income tax at federal statutory rate 21.00% 21.00% Valuation allowance (21.00% ) (21.00% ) Income tax expense - - |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities |
INCOME TAXES (Details 2) | As of April 30, 2022 As of April 30, 2021 Non-current deferred tax assets: Net operating loss carryforward $ 3,334,458 $ 1,264,891 Tax rate 21% 21% Deferred tax asset 700,236 265,627 Valuation allowance (700,236 ) (265,627 ) Net deferred tax assets $ - $ - |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Apr. 30, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital Deficit | $ 903,584 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | 0 | |
Goodwill, Impairment Loss | 636,000 | $ 62,333 |
Deposits | $ 8,700 | $ 8,700 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 12 years |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Apr. 30, 2022 | Apr. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation | $ (38,746) | $ (24,217) |
Fixed Assets, Net | 21,644 | 36,173 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Magnetometer | 36,390 | 36,390 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Magnetometer | $ 24,000 | $ 24,000 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 14,530 | $ 48,530 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 795,666 | $ 275,000 | |
Debt Instrument, Unamortized Discount, Current | 21,114 | 250,000 | |
Convertible Notes Payable, Current | 774,552 | 25,000 | |
Convertible Notes Payable 04/26/2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 250,000 | 250,000 | |
Debt, Weighted Average Interest Rate | 10% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Issuance Date | Apr. 26, 2021 | ||
Debt Instrument, Maturity Date | Apr. 26, 2023 | ||
Convertible Notes Payable 04/26/2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 25,000 | $ 25,000 | |
Debt, Weighted Average Interest Rate | 10% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Issuance Date | Apr. 26, 2021 | ||
Debt Instrument, Maturity Date | Apr. 26, 2023 | ||
Convertible Notes Payable 05/05/2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 150,000 | ||
Debt, Weighted Average Interest Rate | 10% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Issuance Date | May 05, 2021 | ||
Debt Instrument, Maturity Date | May 05, 2023 | ||
Convertible Notes Payable 05/05/2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 100,000 | ||
Debt, Weighted Average Interest Rate | 10% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Issuance Date | May 07, 2021 | ||
Debt Instrument, Maturity Date | May 07, 2023 | ||
Convertible Notes Payable 05/19/2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 150,000 | ||
Debt, Weighted Average Interest Rate | 10% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Issuance Date | May 19, 2021 | ||
Debt Instrument, Maturity Date | May 19, 2023 | ||
Convertible Notes Payable 6 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 70,666 | ||
Debt, Weighted Average Interest Rate | 0% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Issuance Date | Dec. 06, 2021 | ||
Debt Instrument, Maturity Date | Mar. 06, 2023 | ||
Convertible Notes Payable 7 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 50,000 | ||
Debt, Weighted Average Interest Rate | 10% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | ||
Debt Instrument, Issuance Date | Apr. 20, 2022 | ||
Debt Instrument, Maturity Date | Jul. 21, 2023 |
NOTES PAYABLE AND CONVERTIBLE_3
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 30, 2022 | Apr. 30, 2021 |
Extinguishment of Debt [Line Items] | ||
Due to Related Parties, Current | $ 53,890 | $ 53,890 |
Short-Term Debt [Member] | ||
Extinguishment of Debt [Line Items] | ||
Loans Payable | 16,763 | 16,763 |
Short-term Loan - First Party [Member] | ||
Extinguishment of Debt [Line Items] | ||
Loans Payable | 14,063 | 14,063 |
Short-term Loan - Second Party [Member] | ||
Extinguishment of Debt [Line Items] | ||
Loans Payable | 2,700 | 2,700 |
Officer [Member] | ||
Extinguishment of Debt [Line Items] | ||
Due to Related Parties, Current | $ 53,890 | $ 53,890 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | 368,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 0.25 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 5 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instrument Other than Option, Nonvested, Intrinsic Value, Beginning Balance | $ 0.11 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 887,667 | 368,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.25 | $ 0.25 |
Weighted Average Remaining Life, Granted | 5 years | 5 years 6 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 0.11 | $ 0.11 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 1,255,667 | 368,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ 0.25 | $ 0.25 |
Weighted Average Remaining Life, Ending Balance | 4 years 8 months 12 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instrument Other than Option, Nonvested, Intrinsic Value, Ending Balance | $ 0.11 | $ 0.11 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 1,255,667 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.25 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 8 months 12 days | |
Average Intrinsic Value, Exercisable | $ 0.11 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | 24 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | May 02, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common Stock Issued for Financing Fees | $ 212,175 | |||
Stock Issued During Period, Value, Issued for Services | $ 28,800 | |||
Stock Issued During Period, Value, Other | $ 237,250 | |||
Preferred Stock, Shares Authorized | 100 | 100 | 100 | 100 |
Preferred Stock, Shares Outstanding | 51 | 51 | 51 | |
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common Stock Allocated for Financing Fees (in shares) | 950,000 | |||
Common Stock Issued for Financing Fees | $ 800 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 350,000 | 250,000 | 250,000 | |
Stock Issued During Period, Shares, Issued for Services | 192,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 192 | |||
Stock Issued During Period, Value, Other | $ 500 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 887,667 | 368,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | 21% | 21% |
Valuation allowance | (21.00%) | (21.00%) |
Income tax expense | (0.00%) | (0.00%) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 3,334,458 | $ 1,264,891 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Deferred tax asset | $ 700,236 | $ 265,627 |
Valuation allowance | (700,236) | (265,627) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 434,609 | $ 122,598 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 53,890 | $ 53,890 |
Professional Fees | 118,159 | 150,277 |
Other General and Administrative Expense | 119,157 | 286,808 |
President [Member] | ||
Related Party Transaction [Line Items] | ||
Professional Fees | 53,970 | 68,000 |
Former Interm Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Other General and Administrative Expense | 0 | 40,450 |
Individual Related To President [Member] | ||
Related Party Transaction [Line Items] | ||
Other General and Administrative Expense | $ 0 | $ 500 |