Treasure & Shipwreck Recovery (BLIS) 10-Q 21 Mar 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Jan. 31, 2023	Mar. 21, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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 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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		28,305,358

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jan. 31, 2023	Apr. 30, 2022
Current Assets
Cash		$ 47,003
Total current assets		47,003
Fixed Assets
Fixed assets, net of depreciation	15,800	21,644
Total fixed assets	15,800	21,644
Other Assets
Security deposit	1,000	11,000
Total other assets	1,000	11,000
Total Assets	16,800	79,647
Current liabilities
Accounts payable	29,804	30,350
Accrued expenses	126,121	66,332
Customer deposits	8,700	8,700
Convertible notes payable, net of discounts	770,666	774,552
Short term loans	2,700	16,763
Related party convertible loan	60,890	53,890
Total current liabilities	998,881	950,587
Total Liabilities	998,881	950,587
Stockholders’ Deficit
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, 18,019,025 and 9,488,502 shares issued and outstanding at January 31, 2023 and April 30, 2022, respectively	18,019	9,489
Common stock to be issued	118,500	118,500
Additional paid in capital	2,579,062	2,335,529
Accumulated deficit	(3,697,662)	(3,334,458)
Total Stockholders’ Deficit	(982,081)	(870,940)
Total Liabilities and Stockholders’ Deficit	$ 16,800	$ 79,647

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2023	Apr. 30, 2022
Statement of Financial Position [Abstract]
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	18,019,025	9,488,502
Common Stock, Shares, Outstanding	18,019,025	9,488,502

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2023	Jan. 31, 2022
Income Statement [Abstract]
REVENUES
Cost of revenues
Gross profit
OPERATING EXPENSES
Consulting and accounting	3,500	27,550	87,878	100,108
Labor		1,232	10,585	36,925
Legal Fees	398	8,825	19,513	33,575
Professional fees	2,000	5,448	51,088	80,614
Boat expenses	3,984	11,142	73,829	246,826
Research and Development				8,000
General and administrative expenses	4,303	36,335	33,565	99,891
Depreciation	600	3,632	5,843	10,897
TOTAL OPERATING EXPENSES	14,785	94,164	282,301	616,836
NET LOSS FROM OPERATIONS	(14,785)	(94,164)	(282,301)	(616,836)
OTHER EXPENSES
Interest expense	819	(222,525)	(80,903)	(574,905)
NET LOSS BEFORE INCOME TAXES	(13,966)	(316,689)	(363,204)	(1,191,741)
Provision for income tax
NET LOSS	$ (13,966)	$ (316,689)	$ (363,204)	$ (1,191,741)
NET LOSS PER SHARE: BASIC AND DILUTED	$ 0	$ (0.03)	$ (0.03)	$ (0.13)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	17,744,299	9,424,502	14,207,357	9,293,893

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (EQUITY) (Unaudited) - 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, 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
Common stock issued for services		$ 800		200,875		201,675
Common Stock Issued for Financing Fees in Shares		800,000
Stock compensation		$ 350	(204,500)	204,150
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture		350,000
Warrants issued with debt				158,325		158,325
Warrants				11,700		11,700
Net loss					(490,109)	(490,109)
Ending balance, value at Jul. 31, 2021		$ 9,297	108,000	2,284,308	(1,755,000)	646,605
Shares, Outstanding, Ending Balance at Jul. 31, 2021	51	9,296,502
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
Warrants issued with debt						180,938
Net loss						(1,191,741)
Shares issued for services						11,700
Ending balance, value at Jan. 31, 2022		$ 9,489	108,000	2,335,529	(2,456,632)	(3,614)
Shares, Outstanding, Ending Balance at Jan. 31, 2022	51	9,488,502
Beginning balance, value at Jul. 31, 2021		$ 9,297	108,000	2,284,308	(1,755,000)	646,605
Shares, Outstanding, Beginning Balance at Jul. 31, 2021	51	9,296,502
Net loss					(384,943)	(384,943)
Ending balance, value at Oct. 31, 2021		$ 9,297	108,000	2,284,308	(2,139,943)	261,662
Shares, Outstanding, Ending Balance at Oct. 31, 2021	51	9,296,502
Warrants issued with debt				22,613		22,613
Net loss					(316,689)	(316,689)
Shares issued for services		$ 192		28,608		28,800
Stock Issued During Period, Shares, Issued for Services		192,000
Ending balance, value at Jan. 31, 2022		$ 9,489	108,000	2,335,529	(2,456,632)	(3,614)
Shares, Outstanding, Ending Balance at Jan. 31, 2022	51	9,488,502
Beginning balance, value at Apr. 30, 2022		$ 9,489	118,500	2,335,529	(3,334,458)	(870,940)
Shares, Outstanding, Beginning Balance at Apr. 30, 2022	51	9,488,502
Net loss					(148,359)	(148,359)
Sale of common stock		$ 1,667		48,333		50,000
Stock Issued During Period, Shares, New Issues		1,666,667
Ending balance, value at Jul. 31, 2022		$ 11,156	118,500	2,383,862	(3,482,817)	(969,299)
Shares, Outstanding, Ending Balance at Jul. 31, 2022	51	11,155,169
Beginning balance, value at Apr. 30, 2022		$ 9,489	118,500	2,335,529	(3,334,458)	(870,940)
Shares, Outstanding, Beginning Balance at Apr. 30, 2022	51	9,488,502
Warrants issued with debt
Net loss						(363,204)
Shares issued for services
Ending balance, value at Jan. 31, 2023		$ 18,019	118,500	2,579,062	(3,697,662)	(982,081)
Shares, Outstanding, Ending Balance at Jan. 31, 2023	51	18,019,025
Beginning balance, value at Jul. 31, 2022		$ 11,156	118,500	2,383,862	(3,482,817)	(969,299)
Shares, Outstanding, Beginning Balance at Jul. 31, 2022	51	11,155,169
Warrants				20,710		20,710
Net loss					(200,879)	(200,879)
Shares issued for services		$ 100		2,900		3,000
Stock Issued During Period, Shares, Issued for Services		100,000
Sale of common stock		$ 4,500		109,790		114,290
Stock Issued During Period, Shares, New Issues		4,500,000
Conversion of debt to equity		$ 833		24,167		25,000
Debt Conversion, Converted Instrument, Shares Issued		833,333
Ending balance, value at Oct. 31, 2022		$ 16,589	118,500	2,541,429	(3,683,696)	(1,007,178)
Shares, Outstanding, Ending Balance at Oct. 31, 2022	51	16,588,502
Warrants				2,612		2,612
Net loss					(13,966)	(13,966)
Sale of common stock		$ 833		21,555		22,388
Stock Issued During Period, Shares, New Issues		833,333
Conversion of debt to equity		$ 597		13,466		14,063
Debt Conversion, Converted Instrument, Shares Issued		597,190
Ending balance, value at Jan. 31, 2023		$ 18,019	$ 118,500	$ 2,579,062	$ (3,697,662)	$ (982,081)
Shares, Outstanding, Ending Balance at Jan. 31, 2023	51	18,019,025

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (363,204)	$ (1,191,741)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	5,843	10,897
Warrants issued for services		11,700
Amortization of discount	21,114	525,448
Stock compensation	3,000
Changes in operating assets and liabilities:
Security deposits	10,000	(10,000)
Account payable	(545)
Accrued expenses	59,789	63,990
CASH FLOWS USED IN OPERATING ACTIVITIES	(264,003)	(589,706)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	210,000
Proceeds from sale of convertible notes		413,000
Proceeds from related party convertible loan	7,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	217,000	413,000
NET INCREASE (DECREASE) IN CASH	(47,003)	(176,706)
Cash, beginning of period	47,003	197,761
Cash, end of period		21,055
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest expense
Cash paid for income taxes
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Conversion of debt to equity	39,063
Warrants issued with debt		$ 180,938

ORGANIZATION AND NATURE OF BUSI

ORGANIZATION AND NATURE OF BUSINESS	9 Months Ended
	Jan. 31, 2023
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 Company’s 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.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Jan. 31, 2023
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 Company’s ability to continue as a going concern. The Company had no cash at January 31, 2023. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than three months from March 21, 2023. Management’s plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any significant revenues for the foreseeable future. At January 31, 2023, the Company had net working capital deficit of $998,881. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof. Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the 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 Company’s 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Jan. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying interim consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the interim period presented. These consolidated unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements included in the Company’s Form 10-K annual report for the year ended April 30, 2022. The results of the nine months ended January 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending April 30, 2023. Principles of Consolidation The consolidated financial statements of the Company include the accounts of TSR Holdings, Inc. and TSR Media, 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 nine month periods ended January 31, 2023 and 2022 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 The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at January 31, 2023 and April 30, 2022. 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 Financial Accounting Standard 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 periods ended January 31, 2023 and 2022 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of January 31, 2023 and 2022, there were approximately 10,349,827 8,074,096 Fair Value of Financial Instruments The carrying amounts of financial assets and liabilities, such as cash, accounts payable, short term loans, and the Company’s related party 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 Company’s only assets are a diving vessel and a magnetometer which were purchased in fiscal year 2020 and are being depreciated over three to twelve year useful lives. 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. 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 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. 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 Company’s present or future consolidated financial statements.

FIXED ASSETS

FIXED ASSETS	9 Months Ended
	Jan. 31, 2023
Property, Plant and Equipment [Abstract]
FIXED ASSETS	Note 4 – FIXED ASSETS Fixed assets at January 31, 2023 and April 30, 2022 are summarized below: Schedule of Fixed Assets Fixed Assets January 31, 2023 April 30, 2022 Diving Vessel $ 36,390 $ 36,390 Magnetometer 24,000 24,000 Accumulated Depreciation (44,590 ) (38,746 ) Fixed Assets, Net $ 15,800 $ 21,644 For the nine month periods ended January 31, 2023 and 2022, depreciation expenses were $ 5,843 10,897 For the three month periods ended January 31, 2023 and 2022, depreciation expenses were $ 600 3,632

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Jan. 31, 2023
Debt Disclosure [Abstract]
NOTES PAYABLE	Note 5 – 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 $ 60,890 53,890 Short Term Loans As of January 31, 2023 and April 30, 2022, the Company had two loans totaling $ 2,700 16,763 14,063 597,190 Convertible Notes Payable The following table reflects the convertible notes payable as of January 31, 2023 and April 30, 2022: Schedule of Notes Payable Issue Date Maturity Date January 31, April 30, 2022 Rate Conversion Convertible notes payable Face Value 4/26/2021 4/26/2023 $ 250,000 $ 250,000 10.00% 0.10 Face Value 4/26/2021 4/23/2023 - 25,000 10.00% 0.10 Face Value 5/5/2021 5/5/2023 150,000 150,000 10.00% 0.10 Face Value 5/7/2021 5/7/2023 100,000 100,000 10.00% 0.10 Face Value 5/19/2021 5/19/2023 150,000 150,000 10.00% 0.10 Face Value 12/06/2021 3/6/2023 70,666 70,666 10.00% 0.10 Face Value 4/20/2022 7/21/2023 50,000 50,000 10.00% 0.05 Face value $ 770,666 $ 795,666 Less unamortized discounts - 21,114 Balance convertible notes payable $ 770,666 $ 774,552 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 nine months ended January 31, 2023 and year ended April 30, 2022, the Company recognized beneficial conversion features totaling $0 and $479,579, 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 $0 and $206,818 for the three months ended January 31, 2023 and 2022, respectively. The Company recorded interest expense related to the amortization of debt discounts on these notes of $ 21,114 525,448 New Convertible Notes Payable Issued During the Nine Month Periods Ended January 31, 2023 and 2022 2023 The Company did not enter into any new convertible note payable agreements during the nine month period ended January 31, 2023. 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 holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Company’s 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 Company’s 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 holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Company’s 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 Company’s 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 holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. The conversion of the note into shares of the Company’s 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 Company’s 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 holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. The lender also received 282,667 warrants to purchase the Company’s 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 Company’s 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 Company’s shares. On April 20, 2022, the Company entered into a convertible note payable with an individual who is a member of the Company’s 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 holder’s option, into the Company’s common shares at a fixed conversation rate of $0.05. The conversion of the note into shares of the Company’s 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 Company’s shares. This convertible promissory note is currently in default due to non payment of principal and interest.

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Jan. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	Note 6 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock On May 1, 2020, the Company’s Board authorized the creation of 100 At January 31, 2023 and April 30, 2022 the Company had 51 Warrants At April 30, 2022 there were 1,255,667 0.25 4.7 years 0.11 887,500 0.06 2,143,167 0.17 2.25 years 0.11

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 7 – COMMITMENTS AND CONTINGENCIES Operations Manager’s Agreement In October of 2020, TSR entered into an agreement with an individual consultant to be the Company’s 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. Trademark and Usage Purchase Agreement Gaming and Media Rights Payments TSR entered into a Trademark and Usage Purchase Agreement on March 5, 2020, 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Jan. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 8 – RELATED PARTY TRANSACTIONS 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 $ 60,890 53,890

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Jan. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 – SUBSEQUENT EVENTS The Company has evaluated all subsequent events through March 21, 2023, the date the financial statements were available to be issued. Subsequent to January 31, 2023: On March 8, 2023, the Company purchased a vessel and a boat for its treasure recovery operations. The treasure recovery vessel, the M/V Bottomline, is a 36 foot Chris Craft Commander outfitted with two Caterpillar 370 HP engine and retrofitted with two blowers used in the treasure recovery process, The boat is a 17 foot Boston Whaler, to be utilized as an anchor and utility boat. The total purchase price for both the vessel and the smaller boat was $ 148,225 Subsequent to January 31, 2023, the Company issued or has agreed to issue shares of its common stock as follows: (i) 7,336,333 shares of common stock for proceeds of $220,100 under its Reg A filing; and (ii) 2,950,000 shares of common stock to settle the principal and accrued interest of$88,100 of two convertible notes.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Jan. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying interim consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the interim period presented. These consolidated unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements included in the Company’s Form 10-K annual report for the year ended April 30, 2022. The results of the nine months ended January 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending April 30, 2023.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements of the Company include the accounts of TSR Holdings, Inc. and TSR Media, 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 nine month periods ended January 31, 2023 and 2022 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 The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at January 31, 2023 and April 30, 2022. 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 Financial Accounting Standard 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 periods ended January 31, 2023 and 2022 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of January 31, 2023 and 2022, there were approximately 10,349,827 8,074,096
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 Company’s related party 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 Company’s only assets are a diving vessel and a magnetometer which were purchased in fiscal year 2020 and are being depreciated over three to twelve year useful lives.
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.
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 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.
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 Company’s present or future consolidated financial statements.

FIXED ASSETS (Tables)

FIXED ASSETS (Tables)	9 Months Ended
	Jan. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Fixed Assets	Fixed assets at January 31, 2023 and April 30, 2022 are summarized below: Schedule of Fixed Assets
FIXED ASSETS	Fixed Assets January 31, 2023 April 30, 2022 Diving Vessel $ 36,390 $ 36,390 Magnetometer 24,000 24,000 Accumulated Depreciation (44,590 ) (38,746 ) Fixed Assets, Net $ 15,800 $ 21,644

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Jan. 31, 2023
Debt Disclosure [Abstract]
Schedule of Notes Payable	The following table reflects the convertible notes payable as of January 31, 2023 and April 30, 2022: Schedule of Notes Payable
NOTES PAYABLE	Issue Date Maturity Date January 31, April 30, 2022 Rate Conversion Convertible notes payable Face Value 4/26/2021 4/26/2023 $ 250,000 $ 250,000 10.00% 0.10 Face Value 4/26/2021 4/23/2023 - 25,000 10.00% 0.10 Face Value 5/5/2021 5/5/2023 150,000 150,000 10.00% 0.10 Face Value 5/7/2021 5/7/2023 100,000 100,000 10.00% 0.10 Face Value 5/19/2021 5/19/2023 150,000 150,000 10.00% 0.10 Face Value 12/06/2021 3/6/2023 70,666 70,666 10.00% 0.10 Face Value 4/20/2022 7/21/2023 50,000 50,000 10.00% 0.05 Face value $ 770,666 $ 795,666 Less unamortized discounts - 21,114 Balance convertible notes payable $ 770,666 $ 774,552

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Accounting Policies [Abstract]
Cash, FDIC Insured Amount	$ 250,000
Cash, Uninsured Amount	$ 0
Weighted Average Number of Shares Outstanding, Diluted, Adjustment	10,349,827	8,074,096

FIXED ASSETS (Details)

FIXED ASSETS (Details) - USD ($)	Jan. 31, 2023	Apr. 30, 2022
Property, Plant and Equipment [Line Items]
Accumulated Depreciation	$ (44,590)	$ (38,746)
Fixed Assets, Net	15,800	21,644
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 ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2023	Jan. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 600	$ 3,632	$ 5,843	$ 10,897

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	2 Months Ended	9 Months Ended
	Jan. 31, 2023	Jan. 31, 2023	Apr. 30, 2022
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	$ 770,666	$ 770,666
Debt Instrument, Face Amount		795,666
Debt Instrument, Face Amount	770,666	770,666	$ 795,666
Debt Instrument, Unamortized Discount, Current			21,114
Convertible Notes Payable, Current	$ 770,666	770,666	774,552
Convertible Notes Payable 04/26/2021 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date	Apr. 26, 2021
Debt Instrument, Maturity Date	Apr. 26, 2023
Debt Instrument, Face Amount	$ 250,000	$ 250,000
Debt Instrument, Face Amount	$ 250,000
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.10	$ 0.10
Debt Instrument, Face Amount	$ 250,000	$ 250,000
Convertible Notes Payable 04/26/2021 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date		Apr. 26, 2021
Debt Instrument, Maturity Date		Apr. 23, 2023
Debt Instrument, Face Amount
Debt Instrument, Face Amount		$ 25,000
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.10	$ 0.10
Debt Instrument, Face Amount			25,000
Convertible Notes Payable 05/05/2021 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date		May 05, 2021
Debt Instrument, Maturity Date		May 05, 2023
Debt Instrument, Face Amount	$ 150,000	$ 150,000
Debt Instrument, Face Amount		$ 150,000
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.10	$ 0.10
Debt Instrument, Face Amount	$ 150,000	$ 150,000	150,000
Convertible Notes Payable 05/05/2021 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date		May 07, 2021
Debt Instrument, Maturity Date		May 07, 2023
Debt Instrument, Face Amount	$ 100,000	$ 100,000
Debt Instrument, Face Amount		$ 100,000
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.10	$ 0.10
Debt Instrument, Face Amount	$ 100,000	$ 100,000	100,000
Convertible Notes Payable 05/19/2021 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date		May 19, 2021
Debt Instrument, Maturity Date		May 19, 2023
Debt Instrument, Face Amount	$ 150,000	$ 150,000
Debt Instrument, Face Amount		$ 150,000
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.10	$ 0.10
Debt Instrument, Face Amount	$ 150,000	$ 150,000	150,000
Convertible Notes Payable 6 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date		Dec. 06, 2021
Debt Instrument, Maturity Date		Mar. 06, 2023
Debt Instrument, Face Amount	$ 70,666	$ 70,666
Debt Instrument, Face Amount		$ 70,666
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.10	$ 0.10
Debt Instrument, Face Amount	$ 70,666	$ 70,666	70,666
Convertible Notes Payable 7 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date		Apr. 20, 2022
Debt Instrument, Maturity Date		Jul. 21, 2023
Debt Instrument, Face Amount	$ 50,000	$ 50,000
Debt Instrument, Face Amount		$ 50,000
Debt, Weighted Average Interest Rate	10%	10%
Debt Instrument, Convertible, Conversion Price	$ 0.05	$ 0.05
Debt Instrument, Face Amount	$ 50,000	$ 50,000	$ 50,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2023	Oct. 31, 2022	Jan. 31, 2023	Jan. 31, 2022	Apr. 30, 2022
Extinguishment of Debt [Line Items]
Due to Related Parties, Current	$ 60,890		$ 60,890		$ 53,890
Debt Conversion, Converted Instrument, Amount	14,063	$ 25,000
Amortization of Debt Discount (Premium)			21,114	$ 525,448
Common Stock [Member]
Extinguishment of Debt [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 597	$ 833
Debt Conversion, Converted Instrument, Shares Issued	597,190	833,333
Short-Term Debt [Member]
Extinguishment of Debt [Line Items]
Loans Payable	$ 2,700		2,700		16,763
Officer [Member]
Extinguishment of Debt [Line Items]
Due to Related Parties, Current	$ 60,890		$ 60,890		$ 53,890

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended	12 Months Ended
	Jan. 31, 2023	Apr. 30, 2022	May 02, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized	100	100	100
Preferred Stock, Shares Outstanding	51	51
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number	2,143,167	1,255,667
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 0.17	$ 0.25
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	2 years 3 months	4 years 8 months 12 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instrument Other than Option, Nonvested, Intrinsic Value	$ 0.11	$ 0.11
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period	887,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.06

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jan. 31, 2023	Apr. 30, 2022
Related Party Transactions [Abstract]
Due to Related Parties, Current	$ 60,890	$ 53,890

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Mar. 08, 2023 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Payments to Acquire Productive Assets	$ 148,225