Our unaudited interim condensed financial statements for the nine-month period ended January 31, 2023, form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED JANUARY 31, 2023, AND 2022
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016.
On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.
On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc
Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 21%, and Mr. Chen no longer holds any equity interest in the Company.
On June 7, 2022, the Company entered into a Master Distribution Agreement with DEV Distribution LLC, which appoints GPOX as a master distributor for the best-efforts sale of Branded Products, Bulk Products and White Label Products within a specific Territory.
We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of January 31, 2023, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $33,120,867. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended January 31, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2022, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 14, 2022.
Use of Estimates
Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of January 31, 2023 and April 30, 2022, the Company had cash of $224,224 and $2,877, respectively.
Accounts Receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
As of January 31, 2023 and April 30, 2022, the Company had accounts receivable of $7,995 and $1,104, respectively.
Prepaid Expense.
Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of January 31, 2023 and April 30, 2022, prepaid expense was $146,296 and $445,633, respectively. As of January 31, 2023 and April 30, 2022, $144,296 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. As of April 30, 2022, $443,633 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise.
| | January 31, | | | April 30, | |
| | 2023 | | | 2022 | |
Security Deposit | | $ | 2,000 | | | $ | 2,000 | |
Prepayment for shares issued to consultants | | | 144,296 | | | | 443,633 | |
Total | | $ | 146,296 | | | $ | 445,633 | |
Inventory
Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.
No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.
As of January 31, 2023 and April 30, 2022, the Company had inventory of $23,071 and $0, respectively. (Note 4)
Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)
Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Property, Plant and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Furniture and Equipment | 3-5 years |
Computer Equipment | 2 years |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended January 31, 2023, and 2022, no impairment losses have been identified.
Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.
Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.
Step 3: Determine the transaction price - The transaction price has been identified in the invoice.
Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.
Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.
The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments, and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
The Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry, DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements. In addition, GPOPlus offers professional services through GPOPRO Services.
During the nine months ended January 31, 2023, and 2022, the Company recognized $186,425 and $990,753 of revenues related to merchandise and product sales, and $516 and $5,060 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $186,941 and $995,813, respectively. The Company incurred cost of revenue of $122,473 and $752,812 and generated gross profit of $64,468 and $243,001 during the nine months ended January 31, 2023, and 2022, respectively. In regard to the sales that occurred during the nine months ended January 31, 2023, and 2022, there are no unfulfilled obligations related to the merchandise and product sales.
Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.
Financial Instruments
The carrying values of our financial instruments comprised of our current assets and liabilities approximate their fair value due to the short maturities of these financial instruments.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (Note 7)
Convertible Financial Instruments
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.
When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
During the nine months ended January 31, 2023 and 2022, the Company recorded $1,603,287 stock-based compensation expense and $28,230,643 stock-based compensation expense, which includes stock payable of $0 and $6,336,505, respectively, and amortization of stock issued for prepaid services of $299,337 and $0 respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation.
| | Nine months ended | |
| | January 31, | |
| | 2022 | | | 2022 | |
Common stock award to consultants | | $ | 917,089 | | | $ | 7,230,055 | |
Common stock award to management and executives - related parties | | | 686,198 | | | | 21,000,588 | |
| | $ | 1,603,287 | | | $ | 28,230,643 | |
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.
For the nine months ended January 31, 2023 and 2022, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
| | January 31, | | | January 31, | |
| | 2023 | | | 2022 | |
| | (Shares) | | | (Shares) | |
Series A Preferred Shares | | | 1,000,000 | | | | 1,000,000 | |
Convertible Notes | | | 263,000 | | | | 348,731 | |
Warrants | | | 168,000 | | | | 448,000 | |
Common Stock Payable | | | - | | | | 381,500 | |
| | | 1,431,000 | | | | 2,178,231 | |
The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding at January 31, 2023 and January 31, 2022, that are convertible into shares of common stock at a one-for-one rate. (Note 6)
During the year ended April 30, 2022, the Company issued convertible notes totaling $448,000 to a non-affiliate that are convertible at a fixed rate of $1. During the nine months ended January 31, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000. During the year ended April 30, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000. As of January 31, 2023, and January 31, 2022, the convertible notes were $263,000 and $348,731 net of note discount of $0 and $84,269, respectively. As of January 31, 2023, and January 31, 2022, the convertible shares from the convertible notes were 263,000 shares and 348,731 shares, respectively. (Note 8)
During the year ended April 30, 2022, the Company issued 448,000 three-year attached warrants from the convertible notes of $448,000 to purchase the Company’s common stock at an exercise price of $1.25 per share. During the nine months ended January 31, 2023, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share. As of January 31, 2023, and January 31, 2022, the outstanding warrants were 168,000 and 448,000, respectively. (Note 6)
As of January 31, 2023, and January 31, 2022, the Company had stock payable of $0 and $376,925 for outstanding 0 shares and 381,500 shares of common stock, respectively.
Net loss per share for each class of common stock is as follows:
| | Three Months Ended | | | Nine Months Ended | |
| | January 31, | | | January 31, | |
| | 2023 | | | 2022 | | | 2022 | | | 2021 | |
Net loss per share, basic diluted | | $ | (0.03 | ) | | $ | (0.30 | ) | | $ | (0.08 | ) | | $ | (1.48 | ) |
Net loss per common shares outstanding: | | | | | | | | | | | | | | | | |
Founders Class A Common stock | | $ | (7.58 | ) | | $ | (58.86 | ) | | $ | (23.08 | ) | | $ | (252.06 | ) |
Ordinary Common stock | | $ | (0.03 | ) | | $ | (0.30 | ) | | $ | (0.08 | ) | | $ | (1.49 | ) |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Founders Class A Common stock | | | 115,000 | | | | 115,000 | | | | 115,000 | | | | 115,000 | |
Ordinary Common stock | | | 33,692,556 | | | | 22,648,198 | | | | 32,680,117 | | | | 19,469,324 | |
Total weighted average shares outstanding | | | 33,807,556 | | | | 22,763,198 | | | | 32,795,117 | | | | 19,584,324 | |
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company chose to early adopt this standard on May 1, 2021, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – ASSETS PURCHASE
On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $50,000 cash and 200,000 shares at $0.30 per share of the Company’s common stock for total consideration of $109,000. The Company acquired inventory of $23,447 and intangible assets valued at $85,553.
The inventory acquired are Nutriumph Products for resale purpose. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. As of January 31, 2023, and April 30, 2022, the Company had inventory of $23,071 and $0, respectively.
The intangible assets comprised of proprietary formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company recognized amortization expense of $16,134 for the nine months ended January 31, 2023, recorded as general and administrative expense. As of January 31, 2023, the intangible asset was $69,419, net of accumulated amortization of $16,134. Based on the carrying value of definite-lived intangible assets as of January 31, 2023, the amortization expense for the next three years will be as follows:
| | Amortization | |
Year Ended April 30, | | Expense | |
2023 | | $ | 7,130 | |
2024 | | | 28,518 | |
2025 | | | 28,518 | |
Thereafter | | | 5,253 | |
| | $ | 69,419 | |
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment as of January 31, 2023, and April 30, 2022 are summarized as follows:
Cost | | Furniture and Equipment | | | Computer Equipment | | | Total | |
April 30, 2022 | | $ | 5,719 | | | $ | - | | | $ | 5,719 | |
Additions | | | 66,785 | | | | 9,215 | | | | 76,000 | |
January 31, 2023 | | $ | 72,504 | | | $ | 9,215 | | | $ | 81,719 | |
Accumulated Depreciation | | Furniture and Equipment | | | Computer Equipment | | | Total | |
April 30, 2022 | | $ | 1,621 | | | $ | - | | | $ | 1,621 | |
Additions | | | 858 | | | | - | | | | 858 | |
January 31, 2023 | | $ | 2,479 | | | $ | - | | | $ | 2,479 | |
Net book value | | Furniture and Equipment | | | Computer Equipment | | | Total | |
April 30, 2022 | | $ | 4,098 | | | $ | - | | | $ | 4,098 | |
January 31, 2023 | | $ | 70,025 | | | $ | 9,215 | | | $ | 79,240 | |
On December 14, 2022, the Company entered into an Assets Purchase Agreement to acquire furniture and equipment from Betterment Retail Solutions, Inc. The purchase price was 400,000 shares at $0.19 per share of the Company’s common stock for consideration of $76,000. On January 31, 2023, the Company issued 400,000 shares of common stock to acquire furniture and warehouse equipment of $66,785 and computer equipment of $9,215.
As of January 31, 2023, and April 30, 2022, Property and Equipment was $79,240 and $4,098, respectively. Depreciation expense of $858 and $858 was incurred during the nine months ended January 31, 2023 and 2022, respectively.
NOTE 6 - CAPITAL STOCK
Share Capital
On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following:
| · | 90,000,000 shares of ordinary common stock |
| · | 10,000,000 shares of founders’ class A common stock |
| · | 50,000,000 shares of blank check common stock |
| · | 500,000 shares of founders’ series A non-voting redeemable preferred stock |
| · | 49,500,000 shares of blank check preferred stock |
On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating 1,000,000 shares of blank check preferred stock as Series A Preferred Stock.
Ordinary Common Stock
Nine months ended January 31, 2023
On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share.
On June 7, 2022, the Company issued 75,000 shares of common stock valued at $15,750 to a noteholder as an inducement for a convertible note of $75,000 issued on the same date.
On June 30, 2022, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of accrued salary.
On July 7, 2022, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totaling $59,000.
On July 28, 2022, the Company issued 217,500 shares of common stock to employees and executives at $0.21 per share totaling $45,675 for services.
On July 28, 2022, the Company issued 61,000 shares of common stock to consultants at $0.21 per share totaling $12,810 for services.
On July 28, 2022, the Company issued 6,500 shares of common stock to a consultant $1.50 per share for cash proceeds of $9,750.
On July 28, 2022, the Company issued 23,810 shares of common stock at $0.21 per share totaling $5,000 to the Company’s landlord for partial payment of rent.
On September 28, 2022, the Company issued 300,000 shares of common stock to a consulting firm at $0.53 per share for prepaid expense of $159,000 for services with a six-month term.
On October 17, 2022, the Company issued 247,500 shares of common stock to employees and executives at $1.86 per share totaling $460,350 for services.
On October 17, 2022, the Company issued 215,000 shares of common stock to consultants at $1.86 per share totaling $399,900 for services which includes $8 cash proceed.
On October 17, 2022, the Company issued 5,000 shares of common stock to a consultant at $1.86 per share for prepaid expenses of $9,300 for services.
On October 17, 2022, the Company issued 7,500 shares of common stock at $1.86 per share of $13,950 to the Company’s landlord for partial payment of rent.
On October 17, 2022, the Company issued 10,000 shares of common stock to a consultant $1.50 per share for cash proceeds of $15,000.
On October 17, 2022, and October 28, 2022, the Company issued 750,000 shares and 250,000 shares of common stock respectively at total value of $305,152 to noteholders as inducement for promissory notes of $550,000 issued during the six months ended October 31, 2022.
On October 28, 2022, the Company issued 60,960 shares of common stock to the CFO at $0.852 per share of $51,938 for services.
On October 28, 2022, the Company issued 133,333 shares of common stock for the conversion of convertible note principal of $20,000 at a fixed conversion rate of $0.15 per share. (Note 8)
On November 2, 2022, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share. (Note 8)
On November 8, 2022, pursuant to an agreement entered with the COO of the Company for his resignation on October 18, 2022, the COO returned 1,369,333 shares of common stock to the Company. The returned shares were immediately cancelled.
On November 16, 2022, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share. (Note 8)
On January 20, 2023, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share. (Note 8)
On January 31, 2023, the Company issued 400,000 shares of common stock for the acquisition of property and equipment from an unaffiliated firm at $0.19 per share in pursuant to asset purchase agreement entered on December 14, 2022.
On January 31, 2023, the Company issued 175,000 shares of common stock to consultants at $0.21 per share totaling $36,750 for services.
On January 31, 2023, the Company issued 62,500 shares of common stock to the CEO at $0.21 per share of $13,125.
On January 31, 2023, the Company issued 339,808 shares of common stock to CFO at $0.21 per share of $71,360 for services.
On January 31, 2023, the Company issued 208,333 shares of common stock to VP Sales at $0.21 per share of $43,750 for services.
On January 31, 2023, the Company issued 32,808 shares of common stock at $0.21 per share of $6,890 to the Company’s landlord for partial payment of rent.
On January 31, 2023, the Company issued 100,000 shares of common stock valued at $2,383 to a noteholder as an inducement for a convertible note of $60,500 issued on November 3, 2022.
On January 31, 2023, the Company issued 100,000 shares of common stock valued at $8,816 to a noteholder as an inducement for a convertible note of $55000 issued on January 11, 2023
On January 31, 2023, the Company issued 100,000 shares of common stock valued at $8,816 to a noteholder as an inducement for a convertible note of $55,000 issued on January 12, 2023
On January 31, 2023, the Company issued 400,000 shares of common stock valued at $35,263 to a noteholder as an inducement for a convertible note of $220,000 issued on January 27, 2023.
Nine months ended January 31, 2022
On May 21, 2021, the Company issued restricted stock units for 1,959,642 shares of ordinary common stock to consultants and executives for services and landlord for lease under the 2020 Incentive Plan valued at $2,939,463, of which 418,000 shares were issued to an executive of the Company. Restricted stock awards were issued to certain consultants and executives as consideration for services rendered. The restricted stock units were vested immediately on the date of grant. (Note 5)
On May 21, 2021, the Company issued 7,200,000 shares of common stock to consultants and executives for services valued at $10,800,000, of which 1,400,000 shares were issued to an executive of the Company. (Note 5)
On September 28, 2021, the Company issued 75,000 shares of common stock to consultants at $112,500 for services.
On October 6, 2021, the Company issued 125,000 shares of common stock to a consultant at $187,500 for services.
On October 6, 2021, the Company issued 125,000 shares of common stock to the president of the Company at $187,500 for services.
On December 31, 2021, the Company issued 9,995,336 shares of common stock to consultants, employees and executives at $11,862,837, of which 3,735,000 shares were related to stock payable of $5,602,500 as of January 31, 2022.
On December 31, 2021, the Company issued 55,857 shares of the Company’s S-8 stock at $77,857 pursuant to the Company’s 2020 incentive plan dated May 21, 2021.
On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000. (Note 8)
As of January 31, 2023 and April 30, 2022, the issued and outstanding ordinary common stock was 35,883,790 and 31,361,572, respectively.
Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock
During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.
The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595.
As of January 31, 2023 and April 30, 2022, the Company had 115,000 shares of founders’ class A common stock and 28,750 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.
Series A Convertible Preferred Stock
The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.
On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50.
On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per shares for consideration of $50.
As of January 31, 2023 and April 30, 2022, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.
Series A Non-Voting Redeemable Preferred Stock
On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7)
The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value.
As of January 31, 2023 and April 30, 2022, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively.
Warrants
On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8)
On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. (Note 8)
The below table summarizes the activity of warrants exercisable for shares of common stock during the nine months ended January 31, 2023, and year ended April 30, 2022:
| | Number of Shares | | | Weighted- Average Exercise Price | |
Balances as of April 30, 2021 | | | - | | | $ | - | |
Granted | | | 448,000 | | | | 1.25 | |
Redeemed | | | - | | | | - | |
Exercised | | | - | | | | - | |
Forfeited | | | - | | | | - | |
Balances as of April 30, 2022 | | | 448,000 | | | $ | 1.25 | |
Granted | | | - | | | | - | |
Redeemed | | | - | | | | - | |
Exercised | | | (280,000 | ) | | | 0.15 | |
Forfeited | | | - | | | | - | |
Balances as of January 31, 2023 | | | 168,000 | | | $ | 1.25 | |
The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022:
| | Year Ended | |
| | April 30, | |
| | 2022 | |
Exercise price | | $ | 1.25 | |
Expected term | | 5 years | |
Expected average volatility | | 555% - 591 | % |
Expected dividend yield | | | - | |
Risk-free interest rate | | 0.41% - 0.43 | % |
The following table summarizes information relating to outstanding and exercisable warrants as of January 31, 2023:
Warrants Outstanding | | Warrants Exercisable |
| | Weighted Average | | | | | | |
Number | | Remaining Contractual | | Weighted Average | | Number | | Weighted Average |
of Shares | | life (in years) | | Exercise Price | | of Shares | | Exercise Price |
168,000 | | 1.61 | $ | 1.25 | | 168,000 | $ | 1.25 |
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at January 31, 2023, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of January 31, 2023, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.21 on January 31, 2023.
NOTE 7 - RELATED PARTY TRANSACTIONS
Related party compensation for the nine months ended January 31, 2023 and 2022, and shareholding and salary payable as of January 31, 2023 and April 30, 2022, are summarized as below:
| | Nine months ended January 31, 2023 | |
Title | | Wages Expense | | | Management/ Consulting Fees | | | Stock Compensation | |
CEO | | $ | 49,335 | | | $ | - | | | $ | 142,500 | |
Advisor - Affiliate | | | - | | | | 45,000 | | | | - | |
President | | | 15,000 | | | | - | | | | 13,125 | |
COO | | | 15,000 | | | | - | | | | 13,125 | |
CFO | | | 23,762 | | | | 118,188 | | | | 473,698 | |
VP Sales | | | 56,816 | | | | - | | | | 43,750 | |
President - Distro Plus | | | 51,631 | | | | 10,000 | | | | - | |
| | $ | 211,544 | | | $ | 173,188 | | | $ | 686,198 | |
| | | | | | | | | | | | |
| | Nine months ended January 31, 2022 |
Title | | Wages Expense | | | Management/ Consulting Fees | | | Stock Compensation | |
CEO | | $ | - | | | $ | 47,530 | | | $ | 2,100,000 | |
Advisor - Affiliate | | | - | | | | 75,000 | | | | 11,429,272 | |
President | | | 10,000 | | | | - | | | | 2,534,500 | |
COO | | | 5,000 | | | | - | | | | 3,377,040 | |
CFO | | | 5,000 | | | | - | | | | 28,440 | |
VP Sales | | | 40,000 | | | | - | | | | 1,531,336 | |
| | $ | 60,000 | | | $ | 122,530 | | | $ | 21,000,588 | |
| | As of January 31, 2023 | |
| | Common Stock | | | Convertible Series A Preferred | | | Series A non-voting redeemable preferred | | | Salary/ Consulting | |
Title | | (Shares) | | | (Shares) | | | (Shares) | | | Fees Payable | |
CEO | | | 7,350,000 | | | | 500,000 | | | | - | | | $ | 462 | |
Advisor - Affiliate | | | 6,453,000 | | | | 500,000 | | | | 175,000 | | | | 135,000 | |
President | | | 2,574,167 | | | | - | | | | - | | | | - | |
COO | | | 1,056,000 | | | | - | | | | - | | | | - | |
CFO | | | 990,768 | | | | - | | | | - | | | | - | |
VP Sales | | | 1,377,169 | | | | - | | | | - | | | | 14,432 | |
President - Distro Plus | | | - | | | | - | | | | - | | | | 738 | |
| | | 19,801,104 | | | | 1,000,000 | | | | 175,000 | | | $ | 150,632 | |
| | | | | | | | | | | | | | | | |
| | As of April 30, 2022 |
| | Common Stock | | | Convertible Series A Preferred | | | Series A non-voting redeemable preferred | | | Salary/ Consulting | |
Title | | (Shares) | | | (Shares) | | | (Shares) | | | Fees Payable | |
CEO | | | 7,162,500 | | | | 500,000 | | | | - | | | $ | 8,077 | |
Advisor - Affiliate | | | 6,453,000 | | | | 500,000 | | | | 175,000 | | | | 90,000 | |
President | | | 2,511,667 | | | | - | | | | - | | | | 20,000 | |
COO | | | 2,363,333 | | | | - | | | | - | | | | 11,077 | |
CFO | | | 375,000 | | | | - | | | | - | | | | 8,077 | |
VP Sales | | | 1,288,836 | | | | - | | | | - | | | | 40,701 | |
| | | 20,154,336 | | | | 1,000,000 | | | | 175,000 | | | $ | 177,932 | |
CEO
During the nine months ended January 31, 2022, the Company issued 2,100,000 shares of common stock to the CEO valued at $2,100,000.
During the nine months ended January 31, 2023, the Company issued 187,500 shares of common stock to the CEO valued at $142,500.
During the nine months ended January 31, 2023, and 2022, the Company incurred management fees of $0 and $47,530 to the CEO, respectively.
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary expense of $49,335 and $0 to the CEO, respectively. As of January 31, 2023 and April 30, 2022, salary payable was $462 and $8,077, respectively.
Advisor - Affiliate
During the nine months ended January 31, 2022, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $18. The remaining portion of $1,749,982 was recorded as stock-based compensation expense in Professional fees - related party.
During the nine months ended January 31, 2022, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000 for services rendered.
During the nine months ended January 31, 2022, the Company received $210 cash consideration for the issuance of 1,635,000 shares of ordinary common stock to the executive in pursuant to an agreement signed on August 27, 2021. The Company recorded stock payable for services valued at $2,452,500, with $2,452,290 recorded as stock-based compensation expense in Professional fees – related party.
During the nine months ended January 31, 2023 and January 31, 2022, the Company incurred consulting fees of $45,000 and $75,000 which includes sign on bonus if $50,000 to the affiliated advisor, respectively. As of January 31, 2023 and April 30, 2022, the total amount due to the affiliated advisor was $135,000 and $90,000, respectively.
President
On October 18, 2022, the Company accepted the voluntary resignation of the President of the Company who will remain an independent member of the Board. On October 21, 2022, the Company entered into a share recapture agreement for the future recapture of 750,000 shares of common stock out of 2,574,167 common shares that he currently holds as of January 31, 2023. During the nine months ended January 31, 2023, the Company recorded forgiveness of debt from Pure Nutrition, which is owned by the President at $84,660, to additional paid in capital.
During the nine months ended January 31, 2022, the Company issued 2,280,000 shares of common stock to the President valued at $2,370,000. During the nine months ended January 31, 2022, the Company accrued stock payable of $164,500 for stock awarded to the President for outstanding shares of 166,667 common stock.
During the nine months ended January 31, 2023, the Company issued 62,500 shares of common stock to the President valued at $13,125 for services rendered.
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $15,000 and $10,000 to the President, respectively. During the nine months ended January 31, 2023, the Company forgave management salary payable of $35,000 and recorded it to additional paid in capital. As of January 31, 2023 and April 30, 2022, salary payable was $0 and $20,000, respectively.
COO
On October 18, 2022, the Company accepted the voluntary resignation of the COO of the Company, a member of the Board, and all other positions with the Company. On October 18, 2022, the Company has entered into a share recapture agreement for the recapture 1,369,333 shares of common stock. On November 8, 2022, the COO returned 1,369,333 shares of common stock to the Company.
During the nine months ended January 31, 2022, the Company issued 55,000 shares of common stock to the COO valued at $82,500.
During the nine months ended January 31, 2022, the Company awarded 2,100,000 shares of common stock to the COO value at $3,149,790, net of cash proceeds of $210. These stock awards were issued on December 31, 2021 and were recorded stock payable as of January 31, 2022.
During the nine months ended January 31, 2022, the Company recorded stock payable to the COO for quarterly vested 145,833 common shares at $144,750.
During the nine months ended January 31, 2023, the Company issued 62,500 shares of common stock to the COO valued at $13,125 for services rendered.
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $15,000 and $5,000 to the COO, respectively. During the nine months ended January 31, 2023, the Company forgave management salary payable of $26,077 and recorded it to additional paid in capital. As of January 31, 2023 and April 30, 2022, salary payable was $0 and $11,077, respectively.
CFO
On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO.
During the nine months ended January 31, 2022, the Company accrued stock payable of $28,440 for stock awarded to the CFO for outstanding shares of 30,000 common stock.
During the nine months ended January 31, 2023, the Company issued 615,768 shares of common stock to the CFO valued at $473,698.
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $23,762 and $5,000 and incurred consulting fees of $118,188 and $0 to the CFO, respectively. As of January 31, 2023 and April 30, 2022, salary payable was $0 and $8,077, respectively.
VP Sales and Marketing
During the nine months ended January 31, 2023, the Company issued 208,333 shares of common stock to the VP Sales and Marketing valued at $43,750 for services rendered.
During the nine months ended January 31, 2022, the Company issued 1,366,336 shares of common stock to the VP Sales and Marketing valued at $1,531,336 for services rendered.
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $56,816 and $40,000 to the VP Sales and Marketing, respectively. As of January 31, 2023 and April 30, 2022, salary payable was $14,432 and $40,701, respectively.
President – Distro Plus
On August 29, 2022, the Company entered into an employment agreement for the hiring of President of DISTRO Plus, a division of the Company.
During the nine months ended January 31, 2023, and 2022, the Company incurred management salary of $51,631 and $0 to the President, respectively. As of January 31, 2023, and April 30, 2022, salary payable was $738 and $0, respectively.
During the nine months ended January 31, 2023 and 2022, the Company incurred consulting fees of $10,000 and $0 to the President, respectively.
As of January 31, 2023 and April 30, 2022, the amount due to the related parties was $150,632 and $177,932, respectively.
NOTE 8 - COVERTIBLE NOTE PAYABLE
Convertible note payable at January 31, 2023 and April 30, 2022, consists of the following:
| | January 31, 2023 | | | April 30, 2022 | |
Dated June 16, 2021 | | $ | 95,000 | | | $ | 265,000 | |
Dated September 8, 2021 | | | 168,000 | | | | 168,000 | |
Total convertible notes payable, gross | | | 263,000 | | | | 433,000 | |
Less: Unamortized debt discount | | | - | | | | (15,480 | ) |
Total convertible notes | | $ | 263,000 | | | $ | 417,520 | |
On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note has a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the nine months ended January 31, 2022, the Company recorded amortization of debt discount of $166,580 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the nine months ended January 31, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. As of January 31, 2023 and April 30, 2022, the convertible note principal balance was $95,000 and $265,000, respectively.
On September 8, 2021, the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note has a payment term of nine months for expiry date of June 8, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 168,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On September 8, 2021, the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022 and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the nine months ended January 31, 2023 and 2022, the Company recorded amortization of debt discount of $15,480 and $63,212 reporting under interest expense in the statements of operations, respectively. As of January 31, 2023, the debt discount was fully amortized. As of January 31, 2023 and April 30, 2022, the convertible note was $168,000 and $152,519, net of note discount of $0 and $15,480 respectively.
During the nine months ended January 31, 2023 and 2022, the Company recorded interest expense of $26,768 and $21,802, respectively. As of January 31, 2023 and April 30, 2022, the accrued interest payable was $58,072 and 31,304, respectively.
As of January 31, 2023 and April 30, 2022, the convertible note payable was $263,000 and $417,520, net of debt discount of $0 and $15,480, respectively.
NOTE 9 - PROMISSORY NOTE PAYABLE
Promissory note payable at January 31, 2023, and April 30, 2022, consists of the following:
| | January 31, 2023 | | | April 30, 2022 | |
June 2022 | | $ | 75,000 | | | $ | - | |
August 2022 | | | 137,500 | | | | - | |
September 2022 | | | 110,000 | | | | - | |
October 2022 | | | 302,500 | | | | - | |
November 2022 | | | 60,500 | | | | - | |
January 2023 | | | 330,000 | | | | - | |
Total promissory notes payable, gross | | | 1,015,500 | | | | - | |
Less: Unamortized debt discount | | | (311,661 | ) | | | - | |
Total promissory notes | | $ | 703,839 | | | $ | - | |
On June 7, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $75,000 Promissory Note for a purchase price of $74,000, convertible at 75% of the average closing price thirty (30) trading days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of the note in the event of default. The Company received $75,000 proceed with $1,000 overpayment which will be returned to the noteholder. The Company has also issued 75,000 Restricted Common Shares to the investor as an inducement. The note matures 10 months from the issuance date and accrues interest at 10%. On June 7, 2022, the Company recorded total debt discount of $16,750 comprising original issue discount of $1,000 and discount from note inducement of $15,750. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $13,113 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $3,637. As of January 31, 2023, the promissory note was $71,363.
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $18,954 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $19,635. As of January 31, 2023, the promissory note was $35,365.
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17, 2023 and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $28,431 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $29,453. As of January 31, 2023, the promissory note was $53,047.
On September 9, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 09, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $16,637 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $21,952. As of January 31, 2023, the promissory note was $33,048.
On September 27, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 27, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $14,558 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $24,032. As of January 31, 2023, the promissory note was $30,968.
On October 10, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 10, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $19,467 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $38,417. As of January 31, 2023, the promissory note was $44,083.
On October 14, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 14, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $18,834 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $39,050. As of January 31, 2023, the promissory note was $43,450.
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,293 comprising original issue discount of $5,000 and discount from note inducement of $21,293. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $8,241 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $18,052. As of January 31, 2023, the promissory note was $36,948.
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $39,440 comprising original issue discount of $7,500 and discount from note inducement of $31,940. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $12,362 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $27,078. As of January 31, 2023, the promissory note was $55,422.
On November 3, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $60,500 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on October 3, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $12,883 comprising original issue discount of $10,500 and discount from note inducement of $2,383. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $3,150 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $9,733. As of January 31, 2023, the promissory note was $50,767.
On January 11, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 11, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $827 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $12,988. As of January 31, 2023, the promissory note was $42,012.
On January 12, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 12, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $784 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $13,032. As of January 31, 2023, the promissory note was $41,968.
On January 27, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $220,000 Promissory Note for a purchase price of $, 200,000 at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 27, 2023, and accrues interest at 10%. The Company has also issued 400,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $55,263 comprising original issue discount of $20,000 and discount from note inducement of $35,263. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $662 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $54,601. As of January 31, 2023, the promissory note was $165,399.
During the nine months ended January 31, 2023 and 2022, the Company recorded interest expense of $27,895 and $0, respectively. As of January 31, 2023 and April 30, 2022, the accrued interest payable was $27,895 and 0, respectively.
As of January 31, 2023 and April 30, 2022, the promissory note payable was $703,839 and $0, net of debt discount of $311,661 and $0, respectively.
NOTE 10 - COMMITTMENTS AND CONTINGENCIES
The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.
On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company and $2,000 payable in cash.
The leases are exempt from the provisions of ASC 842, Leases, due to the short terms of their durations.
NOTE 11 - RISKS AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at January 31, 2023. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained.
NOTE 12 - SUBSEQUENT EVENTS
Subsequent to January 31, 2023, and through the date that these financials were issued, the Company had the following subsequent events:
On February 3, 2023, the Company entered in a Brand Ambassador Agreement with William Ray Norwood Jr. aka “Ray J” f/s/o 17, INC. and Byron Booker f/s/o LOOKHU, INC. The term of the Agreement is two years with automatic one year renewal periods unless terminated by either party.
On February 10, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on October 30, 2023, and accrues interest at 10%
On February 22, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $165,000 Promissory Note for a purchase price of $150,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures January 22, 2024, and accrues interest at 10%
