| STOCKHOLDERS’ DEFICIENCY | 8. STOCKHOLDERS’ DEFICIENCY
(a) Authorized
and Issued Stock At October 31, 2023, the Company is authorized to issue 250,000,000 (April 30, 2023
– 250,000,000) shares of common stock ($0.01 par value). At October 31, 2023 and 2022, the Company is authorized to issue 5,000,000 (April
30, 2023 – 5,000,000) shares of Class A preferred stock ($0.001 par value). Class A preferred stock has a conversion rate of 1 to
1,000 common shares and such conversion can occur subject to various performance condition, service conditions and lock up period that
will vary for each of the issuances. When conversion is available it shall be at the discretion of the preferred shareholder. Sale of
the converted shares shall not occur until sixty (60) months after a NASDAQ listing. There shall be no dividend rights assigned to the
Class A preferred shares. There shall be no registration rights attached to the converted shares. Voting rights per preferred share are
1,000 common shares. On January 31, 2022, the board of directors of
the Company has discussed and approved the conversion of the classes A preferred stock to be done prior to filing an application to the
OTC Markets for trading on the OTC Markets ATS. The Conversion was completed on January 31, 2022 and Class A preferred stock were converted
into 24,371,000 of common shares of the Company. All service conditions and lock up period applied to each of the issuances remained unchanged. At
October 31, 2023, the Company is authorized to issue 5,000,000
(April 30, 2023– 5,000,000) shares of Class B preferred stock ($0.001 par value). Class B preferred stock has a conversion rate
of 1 to 1,000 common shares and such conversion can occur subject to various performance condition, service conditions and lock up period
that will vary for each of the issuances. There shall be no dividend rights assigned to the Class B preferred shares. There shall be no
registration rights attached to the converted shares. Vested common shares may become free trading when certain conditions are met. Each
consultant to be advised of their specific conditions that must be met. Voting rights per share are equal to 1,000 common votes for each
preferred share. On January 31, 2022, the board of directors of
the Company has discussed and approved the conversion of the classes B preferred stock to be done prior to filing an application to the
OTC Markets for trading on the OTC Markets ATS. Conversion was completed on January 31, 2022 and Class B preferred stock were converted
into 31,500,000 of common shares of the Company. All service conditions and lock up period applied to each of the issuances remained unchanged. At October 31, 2023, common shares issued and
outstanding totaled 56,349,183 (April 30, 2023 – 56,349,183) shares (Note 8 (b)). At October 31, 2023, there were Nil Nil At October 31, 2023, there were Nil Nil
(b) Share issuance Share issuance during the year ended April
30, 2021 During the year ended April 30, 2021, Sensa Bues
AB, via a private placement for proceeds of $99,643, issued 10,000 common shares to SensaSure. SensaSure’s common stock has been
adjusted retroactively to give effect for the exchange ratio upon the issuance and resulted in issuance of 499,935 shares of common stock
of SensaSure. The proceeds received was reflected as an increase in common stock in amount of $4,999 and additional paid-in capital in
amount of $94,644, respectively. On December 21, 2020, the Company completed a
reverse recapitalization via a share exchange agreement with Sensa Bues AB and the shareholders who owned 270,339 common shares that represented
72.82% of the total issued and outstanding common shares in Sensa Bues AB. Under the share exchange agreement, the shareholders of Sensa
Bues AB, agreed to exchange their shares of Sensa Bues AB for common shares of SensaSure at an exchange ratio of approximate 1:49.99.
Pursuant to the share exchange transactions (see share exchange agreement noted above), SensaSure issued a total of 13,515,183 common
shares and the then-shareholders of Sensa Bues AB hold their ownership of Sensa Bues AB through SensaSure. (Note 1). Shareholders agreed
that from the Effective Date of share exchange agreement the Shareholders shall have up to 243,402 shares to sell when a trading market
begins on the OTC Markets. Eighteen (18) months after the initial listing date of the shares on the NASDAQ Market, the Shareholder shall
have 1,914,704 shares available to sell. Twenty-four (24) months after the initial listing date of the shares on the NASDAQ Market, the
Shareholders shall have 5,744,109 shares available to sell. Any remaining shares held by the Shareholders may be sold subject to Rule
144 trading requirements and Officer/Director restrictions, if applicable. The Shareholders will not (1) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any of the Securities or any
securities convertible into, exercisable or exchangeable for or that represent the right to receive shares of Common Stock (including,
without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of
a stock option or warrant) whether now owned or hereafter acquired, or (2) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Securities, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise; Shareholders further agreed
that any sale of the Securities for twelve months following the end of the Lock Up Period shall be subject to the volume restrictions
of Rule 144. During the year ended April 30, 2021, Sensa Bues
AB, via several private placements for proceeds of $27,671, issued 93,032 common shares to noncontrolling interests (Note 8 (c)). The
proceeds were reflected as an increase of $27,671 in noncontrolling interests. During the year ended April 30, 2021, SensaSure
acquired an additional 267,296 common shares (Note 8 (c)) of Sensa Bues AB for cash consideration of $80,800. The additional investment
in Sensa Bues AB and the corresponding increase in Sensa Bues AB’ share capital was eliminated upon consolidation and had no cash
flow impact. During the year ended April 30, 2021, SensaSure,
via several private placements with proceeds of $793,000 for 12,200,000 restricted common shares, issued 11,780,000 common shares. The
proceeds received was reflected as an increase in common stock in amount of $117,800 and additional paid-in capital in amount of $647,900
respectively. The Company recognized a subscription receivable in amount of $27,300 as well as shares to be issued at April 30, 2021.
The number of shares to be issued was 420,000. The Company received the subscription proceeds subsequently to year end and issued 420,000
common shares accordingly (Note 4). The subscribers entered into lock up agreement pursuant to which (1) The Shareholders shall 1,715,800
of the shares subscribed to sell when a trading market begins on the OTC Markets; (ii) The Shareholders shall have 5,346,000 of their
remaining shares available to sell Six (6) months after the initial listing date of the shares on the NASDAQ Market; (iii) The Shareholders
shall have their remaining shares for trading Eighteen (18) months after the initial listing date of the shares on the NASDAQ Market;
and (iv) In the event the stock does not begin trading on the NASDAQ Market within a period of Thirty-Six (36) months after the execution
of the Share Exchange Agreement, the Shareholders shall have up to Thirty Percent (30%) of their remaining shares available to sell after
the initial listing date of the shares on the OTC Market. The balance of the Shareholder’s shares shall be available for trading
Sixty (60) months after the initial listing date of the shares on the OTC Market (the “Lock Up Period”). During year ended April 30, 2022, the Company
has revised the lock up periods of certain shareholders, resulting in a change of total number of shares to be released at different time.
This process was completed on April 4, 2022. After the revision, the shareholders shall have 10,898,736 shares available to sell upon
a trading market begins on OTC Market, 7,738,000 shares available to sell upon six months after a trading market begins on OTC Market,
4,750,000 shares available to sell upon initial listing date on the Nasdaq Market, 6,280,000 shares available to sell upon six months
after initial listing date on the Nasdaq Market, 800,000 shares available to sell upon twelve months after initial listing date on the
Nasdaq Market, 3,838,213 shares available to sell upon eighteen months after the initial listing date on Nasdaq Market, 6,620,863 shares
available to sell upon twenty four months after the initial listing date on Nasdaq Market and the balance of the shareholders’ shares
will be available to sell upon sixty months after the initial listing date on Nasdaq Market. Shareholders further agreed that any sale
of the Securities for twelve months following the end of the Lock Up Period shall be subject to the volume restrictions of Rule 144. During the year ended April 30, 2021, SensaSure
issued 22,000,000 common shares to directors of the Company for director services that starts from May 1, 2021 to April 30, 2026. If a
director fails to complete the term of his responsibility the unearned portion of the shares shall be returned to the treasury stock of
the Company. The fair value of the shares issued, in amount of $502,614, was determined by allocating the Enterprise Equity Value on a
fully-diluted basis. During the year ended April 30, 2022, three directors left the Company and the 7,931,000 unvested shares was cancelled
accordingly. The fair value of the vested portion of share based compensation expenses, in the amount of $88,210, was amortized and recorded
in general and administrative expenses as well as an increase in common stock in amount of $38,610 and additional paid in capital in amount
of $49,600 respectively during the year ended April 30, 2022. During December 2022, two directors left the Company and the 8,587,000
unvested shares was cancelled accordingly. The fair value of the vested portion of share based compensation expenses, in the amount of
$36,440, was amortized and recorded in general and administrative expenses as well as an increase in common stock in amount of $15,950
and additional paid in capital in amount of $20,490 respectively during the year ended April 30, 2023. During the year ended April 30, 2021, SensaSure
issued 24,371 Class A Preferred Stock to directors of the Company for services provided. The fair value of the shares issued, in amount
of $360,795, was determined based on the common stock fair value and factoring in the conversion rights which are subject to performance
condition. Estimates of the timing and successful completion of the performance conditions were made by management. The fair value of
the shares issued was recorded as share-based compensation and included in general and administrative expenses with a credit of $24 and
$360,771 in Class A Preferred Stock and additional paid-in capital, respectively. On January 31, 2022, the board of directors of
the Company has discussed and approved the conversion of the classes A preferred stock to be done prior to filing an application to the
OTC Markets for trading on the OTC Markets ATS. Conversion was completed on January 31, 2022 and Class A preferred stock were converted
into 24,371,000 of common shares of the Company. All service conditions and lock up period applied to each of the issuances
remained unchanged. During December 2022, upon a voluntarily surrender from a director of the Company, the Company cancelled 21,637,000 common
shares that were converted from Class A Preferred Stock during year ended April 30, 2022, and $216,370 was reduced from common stock
and transferred to additional paid-in capital. During the year ended April 30, 2021, SensaSure
issued 31,500 Class B Preferred Stock to directors and consultants of the Company for services to be provided. The fair value of the shares
issued, in amount of $502,952, was determined based on the common stock fair value and factoring in the conversion rights which are subject
to performance conditions. Estimates of the timing and successful completion of the performance conditions were made by management. The
fair value will be recorded as an expense as well as an increase in Class B Preferred Stock and additional paid-in capital upon satisfaction
of the vesting conditions. On January 31, 2022, the board of directors of
the Company has discussed and approved the conversion of the classes B preferred stock to be done prior to filing an application to the
OTC Markets for trading on the OTC Markets ATS. Conversion was completed on January 31, 2022 and Class B preferred stock were converted
into 31,500,000 of common shares of the Company. All service conditions and lock up period applied to each of the issuances remained unchanged. During December 2022, upon a voluntarily surrender
from a director of the Company, the Company cancelled 27,950,000 common shares that were converted from Class B Preferred Stock
during year ended April 30, 2022. During the year ended April 30, 2021, the Company,
Sensa Bues AB and a director of the Company reached an agreement to settle accounts payable in the amount of $326,337 by issuing options
to purchase common shares of Sensa Bues AB with a guarantee of subscription of the Company’s common shares upon exercise of the
option by the optionee (Note 2 (c) and Note 7 (a)). The fair value of the stock option was determined based on the fair value of the services
provided by the director. The difference between the carrying amount of the liability settled and the fair value of options issued is
$ nil Share issuance during the year ended April 30, 2022 The Company recognized a subscription receivable
in amount of $27,300 as well as shares to be issued at April 30, 2021. The number of shares to be issued was 420,000. The Company received
the subscription proceeds during the year ended April 30, 2022 and issued 420,000 common shares accordingly (Note 4). During the year ended April 30, 2022, SensaSure,
via several private placements, raised proceeds of $340,900 ($0.07 per share) and issued 4,870,000 common shares. The proceeds received
was reflected as an increase in common stock in amount of $48,700 and additional paid-in capital in amount of $292,200 respectively. The
subscribers entered into lock up agreement and the shareholders shall have 502,584 shares available to sell upon a trading market begins
on OTC Market, 356,484 shares available to sell upon six months after a trading market begins on OTC Market, 218,663 shares available
to sell upon initial listing date on the Nasdaq Market, 289,278 shares available to sell upon six months after initial listing date on
the Nasdaq Market, 37,012 shares available to sell upon twelve months after initial listing date on the Nasdaq Market, 176,781 shares
available to sell upon eighteen months after the initial listing date on Nasdaq Market, 304,862 shares available to sell upon twenty four
months after the initial listing date on Nasdaq Market and the balance of the shareholders’ shares will be available to sell upon
sixty months after the initial listing date on Nasdaq Market. During the year ended April 30, 2022, the Company
approved the issuance of 2,118,000 shares of the common stock to several consultants and directors. The fair value of the share-based
compensation was in the amount of $148,260 and was included in the general and admirative expenses as well as a credit made in common
stock in amount of 21,180 and additional paid-in capital in amount of 127,080 respectively. The fair value of the shares of common stock
issued was determined by using the most recent private placement price at $0.07 per share. One of the consultants is a related party individual
and the share awards was 2,100,000 common shares with an amount of 147,000. During the year ended April 30, 2022, SensaSure
issued 3,080,000 common stock to a consultant of the Company for services to be provided in future including completion of certain financing
projects and regulatory services. The fair value of the shares of common stock issued was determined by using the most recent private
placement price at $0.07 per share. At April 30, 2022 and 2023, none of these services were rendered. Accordingly, the Company has not
recognized any share based compensation expense during the year. Share issuance and shares to be issued during the year ended April
30, 2023 During the year ended April 30, 2023, included
into shares to be issued were 54,000 common stock for services provided by the directors. The fair value of the share-based
compensation was in the amount of $3,780 and was determined by using the most recent private placement price at $0.07 per share.
The fair value of the share-based compensation was included in the general and admirative expenses as well as a credit made in shares
to be issued. On January 31, 2022, the board of directors of
the Company has discussed and approved the conversion of the classes B preferred stock to be done prior to filing an application to the
OTC Markets for trading on the OTC Markets ATS. Conversion was completed on January 31, 2022 and Class B preferred stock were converted
into 31,500,000 of common shares of the Company. All service conditions and lock up period applied to each of the issuances remained unchanged.
As at April 30, 2023, 750,000 common shares related service conditions were met and the Company included 750,000 common shares into shares
to be issued. The fair value of the share-based compensation was in the amount of $11,975. The fair value of the share-based compensation
was included in the general and admirative expenses as well as a credit made in shares to be issued. During the three months ended July 31, 2022, SensaSure
acquired an additional 2,200,000 common shares of Sensa Bues AB for cash consideration of $225,641. The additional investment
in Sensa Bues AB and the corresponding increase in Sensa Bues AB’ share capital was eliminated upon consolidation and had no cash
flow impact. During the three months ended January 31, 2023,
the Company approved the issuance of 8,800,000 shares of the common stock to a director of the Company. The shares issued would
be vested in a 24-month term with a date of commencement at December 15, 2022. During year ended April 30, 2023, 1,650,000 common
shares vested and the fair value of the share-based compensation was in the amount of $115,500 and was included in the general and
admirative expenses as well as a credit made in common stock in amount of 16,500 and additional paid-in capital in amount of 99,000 respectively.
The fair value of the shares of common stock issued was determined by using the most recent private placement price at $0.07 per
share. For six months ended October 31, 2023, there were 2,200,000 number of shares vested and the Company recorded $22,000 and $132,000
into common stock and additional paid-in capital respectively. During the year ended April 30, 2021, the Company issued 22,000,000
common shares to the directors. Those common shares issued were subject to a 60 months service period. The detailed accounting treatment
for those issued but unvested shares are as below:
Common
shares vested Common
shares cancelled upon
resignation At
year At
year At
year At
year
Common
shares issued Common
shares Common
Stock Additional
Common
shares Common
Stock Additional
Common Common end Common Additional
Shares Shares $ $ Shares $ $ Shares Shares $ $
At
April 30, 2021 22,000,000 - - - - - - 22,000,000 - - -
Amortization
of vested shares - 3,861,000 38,610 49,600 - - - 3,861,000 38,610 49,600
Cancellation
of common shares - - - - (7,931,000 ) - - (7,931,000 ) - - -
At
April 30, 2022 22,000,000 3,861,000 38,610 49,600 (7,931,000 ) - - 14,069,000 3,861,000 38,610 49,600
Amortization
of vested shares - 1,621,000.00 15,950 20,490 - - - - 1,621,000 15,950 20,490
Cancellation
of common shares - 0.00 0.00 0.00 (8,587,000 ) - - (8,587,000 ) - - -
At
April 30, 2023 22,000,000 5,482,000 54,560 70,090 (16,518,000 ) - - 5,482,000 5,482,000 54,560 70,090 At April 30, 2023, there were 2,800,000 unvested
common shares that was converted from Class B shares of Preferred Stock during year ended April 30, 2022. At April 30, 2023, there were
750,000 vested and to be issued common shares that was converted from Class B shares of Preferred Stock during year ended April 30, 2022.
The dollar value associated with those shares in the amount of $35,500 was not included in the common stock. For six months ended October 31, 2022, there were
1,276,000 number of shares vested and the Company recorded $12,760 and $16,392 into common stock and additional paid-in capital respectively. At October 31, 2023 and April 30, 2023, there
were 4,950,000 and 7,150,000 unvested common shares that was issued to the director of the Company respectively. The dollar value associated
with those unvested shares in the amount of $49,500 (April 30, 2023 - $71,500) was not included in the common stock. At October 31, 2023 and April 30, 2023, there
were 3,080,000 unvested common shares that was issued to a consultant of the Company. The dollar value associated with those unvested
shares in the amount of $30,800 was not included in the common stock.
(c) Noncontrolling interest During the six months ended October 31, 2023 and
2022, pursuant to private placements completed by Sensa Bues AB, the Company’s ownership interests and noncontrolling interests’
ownership in Sensa Bues AB changed as below:
As At As At As At As At
October 31, April 30, October 31, April 30,
2023 2023 2022 2022
(%) (%) (%) (%)
Ownership percentage
Common shareholders of the Company 93.53 93.53 93.53 74.00
Noncontrolling interests 6.47 6.47 6.47 26.00
For the For the
ended ended
October 31, October 31,
2023 2022
$ $
Transfer from noncontrolling interests
Increase in the Company’s accumulated deficit for Sensa Bues AB issuance of common shares to the Company and noncontrolling interests (Note 8 (b)) - (883,768 )
Change from net loss attributable to the Company and transfer from noncontrolling interests - (883,768 )
(d) Development reserve In compliance with the
Swedish Annual. Accounts Act (the “Act”), SensaBues financial statements recognize a development reserve. This reserve is
considered restricted and is not distributable as dividends. SensaBues can transfer from the balance of development reserve to accumulated
deficit those amounts to the extent of those qualified expenses that occurred in the prior year. For the year ended April 30, 2023, SensaBues
transferred $59,804 from development reserve to accumulated deficits (2022 – $108,102). For the six months ended October 31, 2023,
SensaBues transferred $ Nil |
