Cover
Cover - shares | 3 Months Ended | |
Jul. 31, 2023 | Sep. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,803,777 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Current Assets | ||
Cash | $ 206,722 | |
Total current assets | 206,722 | |
Fixed Assets | ||
Fixed assets, net of depreciation | 156,649 | 161,095 |
Total fixed assets | 156,649 | 161,095 |
Other Assets | ||
Security deposit | 1,000 | 1,000 |
Total other assets | 1,000 | 1,000 |
Total Assets | 157,649 | 368,817 |
Current liabilities | ||
Accounts payable | 16,499 | 12,942 |
Accrued expenses | 318,995 | 399,065 |
Customer deposits | 8,700 | 8,700 |
Convertible notes payable, in default | 563,641 | 583,641 |
Short term loans | 2,700 | 2,700 |
Related party convertible loans | 60,890 | 110,890 |
Contingent liabilities | 50,000 | 50,000 |
Total current liabilities | 1,021,425 | 1,167,938 |
Total Liabilities | 1,021,425 | 1,167,938 |
Stockholders Deficit | ||
Preferred stock, $0.001 par value; 100 shares authorized, 51 shares issued and outstanding | ||
Common stock, par value $0.001; 200,000,000 shares authorized, 54,803,777 and 43,815,090 shares issued at July 31 and April 30, 2023, respectively | 54,804 | 43,816 |
Common stock to be issued | 118,500 | 118,500 |
Additional paid in capital | 3,652,619 | 3,314,146 |
Unearned compensation | (155,637) | |
Accumulated deficit | (4,534,062) | (4,275,583) |
Total Stockholders Deficit | (863,776) | (799,121) |
Total Liabilities and Stockholders Deficit | $ 157,649 | $ 368,817 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2023 | Apr. 30, 2023 |
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 | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 54,803,777 | 43,815,090 |
Common Stock, Shares, Outstanding | 54,803,777 | 43,815,090 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUES | ||
Cost of revenues | ||
Gross profit | ||
OPERATING EXPENSES | ||
Consulting and accounting | 56,708 | 23,486 |
Labor | 73,992 | |
Boat expenses | 63,315 | 34,465 |
General and administrative expenses | 25,967 | 13,581 |
Legal Fees | 10,000 | 12,000 |
Rent expense | 9,600 | |
Depreciation | 4,306 | 3,633 |
Professional fees | 20,088 | |
TOTAL OPERATING EXPENSES | 243,888 | 107,253 |
NET LOSS FROM OPERATIONS | (243,888) | (107,253) |
OTHER INCOME (LOSS) | ||
Interest expense | 14,591 | 41,106 |
OTHER LOSS | (14,591) | (41,106) |
NET LOSS BEFORE INCOME TAXES | (258,479) | (148,359) |
Provision for income tax | ||
NET LOSS | $ (258,479) | $ (148,359) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.01) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 49,943,537 | 9,673,687 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS' DEFICIT (EQUITY) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock to be Issued [Member] | Additional Paid-in Capital [Member] | Unearned Compensation [Member] | Retained Earnings [Member] | Total |
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 | |||||
Sale of common stock | $ 1,667 | 48,333 | 50,000 | ||||
Stock Issued During Period, Shares, New Issues | 1,666,667 | ||||||
Net loss | (148,359) | (148,359) | |||||
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, 2023 | $ 43,816 | 118,500 | 3,314,146 | (4,275,583) | (799,121) | ||
Shares, Outstanding, Beginning Balance at Apr. 30, 2023 | 51 | 43,815,090 | |||||
Net loss | (258,479) | (258,479) | |||||
Shares issued for services | $ 5,500 | 179,300 | (155,637) | 29,163 | |||
Stock Issued During Period, Shares, Issued for Services | 5,500,000 | ||||||
Conversion of debt and accrued expenses to equity | $ 5,488 | 159,173 | 164,661 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 5,488,687 | ||||||
Ending balance, value at Jul. 31, 2023 | $ 54,804 | $ 118,500 | $ 3,652,619 | $ (155,637) | $ (4,534,062) | $ (863,776) | |
Shares, Outstanding, Ending Balance at Jul. 31, 2023 | 51 | 54,803,777 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (258,479) | $ (148,359) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,306 | 3,633 |
Amortization of discount | 21,114 | |
Stock Compensation | 29,163 | |
Changes in operating assets and liabilities: | ||
Security deposits | 10,000 | |
Account payable | 3,557 | 1,132 |
Accrued expenses | 14,731 | 19,992 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (206,722) | (92,488) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 50,000 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 50,000 | |
NET CHANGE IN CASH | (206,722) | (42,488) |
Cash, beginning of period | 206,722 | 47,003 |
Cash, end of period | 4,515 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of debt and accrued expenses to equity | $ 164,661 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Jul. 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 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | Note 2 – GOING CONCERN These condensed 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 three months from September 18, 2023. Managements 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 July 31, 2023, the Company had net working capital deficit of $ 1,021,425 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 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 Companys ability to continue as a going concern; however, the accompanying condensed 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 condensed 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 | 3 Months Ended |
Jul. 31, 2023 | |
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 condensed consolidated financial statements. The condensed 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 condensed consolidated financial statements. The Companys year-end is April 30. Principles of Consolidation The condensed 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 condensed 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 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 condensed 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 July 31, 2023 and April 30, 2023. 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. Licensing Revenue The Company recognizes licensing revenue under ASC 606-10-55-59 . In order to determine whether the Companys promise to provide a right to access or to use its intellectual property, the Company should consider the nature of the intellectual property to which the customer will have rights. Intellectual property is either: a. Functional intellectual property. Intellectual property that has significant standalone functionality (for example, the ability to process a transaction, perform a function or task, or be played or aired). Functional intellectual property derives a substantial portion of its utility (that is, its ability to provide benefit or value) from its significant standalone functionality. b. Symbolic intellectual property. Intellectual property that is not functional intellectual property (that is, intellectual property that does not have significant standalone functionality). Because symbolic intellectual property does not have significant standalone functionality, substantially all of the utility of symbolic intellectual property is derived from its association with the entitys past or ongoing activities, including its ordinary business activities. Intellectual property that has significant standalone functionality is functional IP. Functional IP is a right to use IP because the IP has standalone functionality and the customer can use the IP as it exists at a point in time. 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 quarters ended July 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 July 31, 2023 and 2022, there were 16,322,590 9,812,327 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 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 condensed consolidated statements of operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred. Currently the Companys only assets consist of three diving vessels and a magnetometer. They 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 condensed 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 Debentures The Company adopted the guidance in Accounting Standards Update (ASU) 2020-06, Accounting for Convertible Instruments and Contracts in an Entitys Own Equity 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 condensed consolidated financial statements. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | Note 4 – FIXED ASSETS Fixed assets at July 31 and April 30, 2023 are summarized below: Schedule of Fixed Assets Fixed Assets July 31, 2023 April 30, 2023 Diving Vessel $ 36,390 $ 36,390 Magnetometer 24,000 24,000 Diving Vessel (Boston Whaler) 10,800 10,800 Diving Vessel (Commander) 137,425 137,425 Accumulated Depreciation (51,966 ) (47,520 ) Fixed Assets, Net $ 156,649 $ 161,095 Depreciation expense was $ 4,306 3,633 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jul. 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 as of July 31 and April 30, 2023. 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 convertible note payable, with a face value of $50,000, bears interest at 10.0% per annum and was 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 was converted to common stock during the quarter ended July 31, 2023. Short Term Loans As of July 31 and April 30, 2023, the Company had a loan totaling $ 2,700 Convertible Notes Payable The following table reflects the convertible notes payable as of July 31 and April 30, 2023: Schedule of Notes Payable Issue Date Maturity July 31, 2023 April 30, 2023 Rate Conversion Convertible notes payable Face Value 4/26/2021 4/26/2023 $ 112,975 $ 112,975 10.00% 0.10 Face Value 5/5/2021 5/5/2022 150,000 150,000 10.00% 0.10 Face Value 5/7/2021 2/1/2023 80,000 100,000 10.00% 0.10 Face Value 5/19/2021 2/19/2023 150,000 150,000 10.00% 0.10 Face Value 12/06/2021 2/6/2023 70,666 70,666 10.00% 0.10 Balance convertible notes payable $ 563,641 $ 583,641 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | Note 6 – STOCKHOLDERS DEFICIT Common Stock In June of 2023, the Company’s Board of Directors voted to increase the authorized shares to 200,000,000 Series A Preferred Stock On May 1, 2020, the Companys Board authorized the creation of 100 At July 31 and April 30, 2023, the Company had 51 Warrants At April 30, 2023 there were 7,177,333 0.17 2.25 years 0.11 282,667 6,894,666 0.17 2.00 years 0.11 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 7 – COMMITMENTS AND CONTINGENCIES Litigation During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. Media Use and License Agreement On February 5, 2023, TSR entered into a Media Use and License Agreement with a corporation. Under the terms of the Media use and License Agreement, TSR granted the user entity (the Licensee) an exclusive license to use photographic and video rights of TSRs treasure recovery activities for use to publicize non-fungible token sales as well as appearances by TSR persons for such publication and sales. The authority to use the works includes the right to visit and photograph or video activities of TSR treasure recovery operations, interviews of TSR persons, crew or captains, as well as posts about the treasure industry by TSR on media channels provided by the Licensee and other media sources. TSR also agreed to allow the Licensee rights to purchase recovered objects or treasure as give aways or sales by the corporation to be negotiated upon recoveries being available by TSR after the 2023 treasure season. The Licensee agreed to pay to TSR an initial net rights fee of $85,000. TSR shall be owed a royalty from any net revenue to the Licensee for such amounts of sales over the initial rights payment in the amount of 30% for such net sales for any which shall be calculated within thirty days of annual year end 2023. TSR shall have the right to review all revenues and expenditures by the Licensee related to the Media Use and License Agreement. Vessel Loan and Treasure Recovery Agreement On March 5, 2023, the Company entered into a loan agreement with an individual. Under the terms of the loan agreement, the lender provided a loan to TSR toward the purchase price of a vessel at auction in the amount of $50,000 at a 0% per annum rate of interest. In exchange for the loan, TSR agreed to grant to the lender an amount of treasure recovered from the vessel for the 2023, 2024, and 2025 treasure recovery seasons, at a percentage of recovery from the gross amount, being 1% for each $10,000 loaned to TSR for such purchase up to a maximum of 5% for $50,000, or if less than an even $10,000 increment, then that fraction of such amount as a percentage. In addition, TSR shall allow the lender up to 3% of such treasure recovered for a fourth year, if such amount is lent up to such amount of $30,000 or more for such purchase. The lender was also given a lien on the vessel. This amount is recorded as a contingent liability on the condensed consolidated balance sheets. 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. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 8 – RELATED PARTY TRANSACTIONS As of July 31 and April 30, 2023, 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 In June 2023, the Company issued to a related party director, the amount of 2,525,618 shares for debt conversion and satisfaction of a note for $50,000, including $25,769 in accrued interest, at the rate of $0.03 per share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 9 – SUBSEQUENT EVENTS Subsequent to July 31, 2023 the Company entered into the following transaction: On August 11, 2023, the Company executed a modification of the terms of a convertible promissory note originally dated April 26, 2021 with a principal balance of $ 112,975 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jul. 31, 2023 | |
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 condensed consolidated financial statements. The condensed 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 condensed consolidated financial statements. The Companys year-end is April 30. |
Principles of Consolidation | Principles of Consolidation The condensed 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 condensed 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 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 condensed 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 July 31, 2023 and April 30, 2023. 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. Licensing Revenue The Company recognizes licensing revenue under ASC 606-10-55-59 . In order to determine whether the Companys promise to provide a right to access or to use its intellectual property, the Company should consider the nature of the intellectual property to which the customer will have rights. Intellectual property is either: a. Functional intellectual property. Intellectual property that has significant standalone functionality (for example, the ability to process a transaction, perform a function or task, or be played or aired). Functional intellectual property derives a substantial portion of its utility (that is, its ability to provide benefit or value) from its significant standalone functionality. b. Symbolic intellectual property. Intellectual property that is not functional intellectual property (that is, intellectual property that does not have significant standalone functionality). Because symbolic intellectual property does not have significant standalone functionality, substantially all of the utility of symbolic intellectual property is derived from its association with the entitys past or ongoing activities, including its ordinary business activities. Intellectual property that has significant standalone functionality is functional IP. Functional IP is a right to use IP because the IP has standalone functionality and the customer can use the IP as it exists at a point in time. |
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 quarters ended July 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 July 31, 2023 and 2022, there were 16,322,590 9,812,327 |
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 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 condensed consolidated statements of operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred. Currently the Companys only assets consist of three diving vessels and a magnetometer. They 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 condensed 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 Debentures | Convertible Debentures The Company adopted the guidance in Accounting Standards Update (ASU) 2020-06, Accounting for Convertible Instruments and Contracts in an Entitys Own Equity |
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 condensed consolidated financial statements. |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets at July 31 and April 30, 2023 are summarized below: Schedule of Fixed Assets Fixed Assets July 31, 2023 April 30, 2023 Diving Vessel $ 36,390 $ 36,390 Magnetometer 24,000 24,000 Diving Vessel (Boston Whaler) 10,800 10,800 Diving Vessel (Commander) 137,425 137,425 Accumulated Depreciation (51,966 ) (47,520 ) Fixed Assets, Net $ 156,649 $ 161,095 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following table reflects the convertible notes payable as of July 31 and April 30, 2023: Schedule of Notes Payable Issue Date Maturity July 31, 2023 April 30, 2023 Rate Conversion Convertible notes payable Face Value 4/26/2021 4/26/2023 $ 112,975 $ 112,975 10.00% 0.10 Face Value 5/5/2021 5/5/2022 150,000 150,000 10.00% 0.10 Face Value 5/7/2021 2/1/2023 80,000 100,000 10.00% 0.10 Face Value 5/19/2021 2/19/2023 150,000 150,000 10.00% 0.10 Face Value 12/06/2021 2/6/2023 70,666 70,666 10.00% 0.10 Balance convertible notes payable $ 563,641 $ 583,641 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Jul. 31, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working Capital Deficit | $ 1,021,425 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Apr. 30, 2023 | |
Accounting Policies [Abstract] | |||
Cash, FDIC Insured Amount | $ 250,000 | ||
Cash, Uninsured Amount | $ 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,322,590 | 9,812,327 | |
Deposits | $ 8,700 | $ 8,700 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation | $ (51,966) | $ (47,520) |
Fixed Assets, Net | 156,649 | 161,095 |
Diving Vessel [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Diving Vessel (Commander) | 36,390 | 36,390 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Diving Vessel (Commander) | 24,000 | 24,000 |
Diving Vessel Boston Whaler [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Diving Vessel (Commander) | 10,800 | 10,800 |
Diving Vessel Commander [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Diving Vessel (Commander) | $ 137,425 | $ 137,425 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 4,306 | $ 3,633 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Apr. 30, 2023 | |
Short-Term Debt [Line Items] | ||
Convertible Notes Payable, Current | $ 563,641 | $ 583,641 |
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 | $ 112,975 | |
Debt Instrument, Face Amount | $ 112,975 | |
Debt, Weighted Average Interest Rate | 10% | |
Debt Instrument, Convertible, Conversion Price | $ 0.10 | |
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, 2022 | |
Debt Instrument, Face Amount | $ 150,000 | |
Debt Instrument, Face Amount | $ 150,000 | |
Debt, Weighted Average Interest Rate | 10% | |
Debt Instrument, Convertible, Conversion Price | $ 0.10 | |
Convertible Notes Payable 05/05/2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Issuance Date | May 07, 2021 | |
Debt Instrument, Maturity Date | Feb. 01, 2023 | |
Debt Instrument, Face Amount | $ 80,000 | |
Debt Instrument, Face Amount | $ 100,000 | |
Debt, Weighted Average Interest Rate | 10% | |
Debt Instrument, Convertible, Conversion Price | $ 0.10 | |
Convertible Notes Payable 05/19/2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Issuance Date | May 19, 2021 | |
Debt Instrument, Maturity Date | Feb. 19, 2023 | |
Debt Instrument, Face Amount | $ 150,000 | |
Debt Instrument, Face Amount | $ 150,000 | |
Debt, Weighted Average Interest Rate | 10% | |
Debt Instrument, Convertible, Conversion Price | $ 0.10 | |
Convertible Notes Payable 6 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Issuance Date | Dec. 06, 2021 | |
Debt Instrument, Maturity Date | Feb. 06, 2023 | |
Debt Instrument, Face Amount | $ 70,666 | |
Debt Instrument, Face Amount | $ 70,666 | |
Debt, Weighted Average Interest Rate | 10% | |
Debt Instrument, Convertible, Conversion Price | $ 0.10 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Extinguishment of Debt [Line Items] | ||
Due to Related Parties, Current | $ 60,890 | $ 110,890 |
Short-Term Debt [Member] | ||
Extinguishment of Debt [Line Items] | ||
Loans Payable | 2,700 | 2,700 |
Officer [Member] | ||
Extinguishment of Debt [Line Items] | ||
Due to Related Parties, Current | $ 60,890 | $ 60,890 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | May 01, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Preferred Stock, Shares Authorized | 100 | 100 | 100 | |
Preferred Stock, Shares Issued | 51 | 51 | ||
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 | 6,894,666 | 7,177,333 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0.17 | $ 0.17 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years | 2 years 3 months | ||
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, Non-Option Equity Instruments, Expirations | 282,667 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | |
Related Party Transaction [Line Items] | |||
Due to Related Parties, Current | $ 60,890 | $ 110,890 | |
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 5,488,687 | ||
Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Related Parties, Current | $ 60,890 | $ 60,890 | |
Director [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,525,618 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jul. 31, 2023 USD ($) |
Subsequent Event [Member] | Convertible Notes Payable [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 112,975 |