UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended

 

October 31, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to

 

SENSASURE TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   001-41209   87-2406468

(State or other jurisdiction
of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.) 

 

4730 S. Fort Apache Rd., Suite 300

Las Vegas, NV

  89147
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (347) 325-4677

 

N/A

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   SSTC   OTC QB

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐  Accelerated filer
Non-accelerated filer Smaller reporting company  
Emerging growth company      

 

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No 

 

As of December 15, 2023, 56,349,183 shares of common stock, $0.01 par value per share, were issued and outstanding.  

 

 

 

 

 

 

SENSASURE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE AND SIX MONTHS PERIOD

OCTOBER 31, 2023 AND 2022

 

INDEX TO FINANCIAL STATEMENTS

 

Condensed Interim Consolidated Financial Statements for the three and six months ended October 31, 2023 and 2022:  
Condensed Interim Consolidated Balance Sheets at October 31, 2023 (unaudited) and April 30, 2023 (audited) F-2
Condensed Interim Consolidated Statements of Loss for the three and six months ended October 31, 2023 and 2022 (unaudited) F-3
Condensed Interim Consolidated Statements of Comprehensive Loss for the three and six months ended October 31, 2023 and 2022 (unaudited) F-4
Condensed Interim Consolidated Statements of Stockholders’ Deficiency for the three and six months ended October 31, 2023 and 2022 (unaudited) F-5
Condensed Interim Consolidated Statements of Cash Flows for the six months ended October 31, 2023 and 2022 (unaudited) F-6
Notes to Condensed Interim Consolidated Financial Statements F-7

 

F-1

 

  

SENSASURE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

as of October 31, 2023 and April 30, 2023

 

   Note  As at
October 31,
2023
(unaudited)
   As at
April 30,
2023
(audited)
 
      $   $ 
ASSETS           
Current assets:           
Cash  3(b)   3,135    26,786 
Restricted cash held in trust  3(b)   
-
    172 
Accounts receivable      788    
-
 
Subscription receivable  4,8(b)   
-
    
-
 
Prepayments and other receivables      11,435    12,688 
Total current assets      15,358    39,646 
Total assets      15,358    39,646 
              
LIABILITIES AND STOCKHOLDERS’ DEFIECIENCY             
Current liabilities:             
Accounts payable and accrued liabilities  5   109,579    105,868 
Accounts payable and accrued liabilities to a related party  7(c)   470,445    486,826 
Demand Loans  6   137,694    113,375 
Loans from related parties  7(b)   76,074    82,823 
Amount due to related parties  7(a)   371,736    312,347 
Total current liabilities      1,165,528    1,101,239 
              
Total liabilities      1,165,528    1,101,239 
              
STOCKHOLDERS’ DEFICIECY             
Class A Preferred stock, $0.001 par value, 5,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding shares: Nil and Nil as at October 31, 2023 and April 30, 2023, respectively.  8   
-
    
-
 
Class B Preferred stock, $0.001 par value, 5,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding shares: Nil and Nil as at October 31, 2023 and April 30, 2023, respectively.  8   
-
    
-
 
Common stock, $0.01 par value, 250,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding common shares: and 56,349,183 as at October 31, 2023 and 56,349,183 at April 30, 2023, respectively.  8   447,431    425,431 
Shares to be issued (804,000 and 804,000 common shares at October, 2023 and April 30, 2023 respectively)  8   15,755    15,755 
Additional paid-in capital      4,665,073    4,533,073 
Foreign currency translation reserve      (170,131)   (231,505)
Accumulated deficit      (6,334,768)   (6,027,209)
Total deficit attributable to equity holders of the Company      (1,376,640)   (1,284,455)
Total equity attributable to non-controlling interests      45,669    42,061 
Development reserve  8(d)   180,801    180,801 
Total deficit      (1,150,170)   (1,061,593)
Total liabilities and stockholders’ deficiency      15,358    39,646 

 

Reverse Recapitalization (Note 1)

Contingencies (Note 9)

Subsequent events (Note 10)

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-2

 

 

SENSASURE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022

(In U.S. Dollars, except share data or otherwise stated)

 

   Note  Three Months
Ended
October 31,
2023
(unaudited)
   Three Months
Ended
October 31,
2022
(unaudited)
  

Six Months
Ended
October 31,
2023
(unaudited)

  

Six Months
Ended
October 31,
2022
(unaudited)

 
      $   $   $   $ 
                    
Revenue  3(a)   811    680    1,146    4,414 
                        
Expenses                       
General and administrative expense  8(b)   (154,467)   (132,641)   (296,352)   (313,909)
Research and development expense  3(f),7   (3,231)   (19,421)   (10,145)   (19,421)
TOTAL OPERATING EXPENSES      (157,698)   (152,062)   (306,497)   (333,330)
                        
Interest expenses, net  6,7   (1,968)   (1,995)   (4,009)   (4,132)
Other income (expenses), net                       
NET LOSS BEFORE INCOME TAXES      (158,855)   (153,377)   (309,360)   (333,048)
Income taxes      
 
    
 
           
NET LOSS      (158,855)   (153,377)   (309,360)   (333,048)
Less: net loss attributable to non-controlling interests      164    4,277    1,801    5,797 
Net loss attributable to the Company      (158,691)   (149,100)   (307,559)   (327,251)
                        
Basic and diluted loss per share
      (0.003)   (0.001)   (0.005)   (0.003)
                        
Weighted average number of common shares outstanding      56,349,183    105,723,183    56,349,183    105,723,183 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

See effect of reverse recapitalization (Note 1)

 

F-3

 

 

SENSASURE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022

(In U.S. Dollars, except share data or otherwise stated)

 

   Three Months
Ended
October 31,
2023
(unaudited)
   Three Months
Ended
October 31,
2022
(unaudited)
  

Six Months
Ended
October 31,
2023 (unaudited)

  

Six Months
Ended
October 31,
2022
(unaudited)

 
   $   $   $   $ 
                 
Net loss for the period   (158,855)   (153,377)   (309,360)   (333,048)
Foreign currency translation adjustments   48,585    61,005    66,783    73,357 
Total comprehensive loss for the period   (110,270)   (92,372)   (242,577)   (259,691)
                     
Attributable to:                    
Net loss attributable to the Company   (158,691)   (149,100)   (307,559)   (327,251)
Foreign currency translation adjustments attributable to the Company   44,353    57,058    61,374    68,612 
Net loss attributable to non-controlling interests   (164)   (4,277)   (1,801)   (5,797)
Foreign currency translation adjustments attributable to non-controlling interests   4,232    3,947    5,409    4,745 
    (110,270)   (92,372)   (242,577)   (259,691)

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

See effect of reverse recapitalization (Note 1)

 

F-4

 

 

SENSASURE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022 

 

      Common Stock   Class A
Preferred Stock
   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Foreign
Currency
Translation
Reserve
   Accumulated deficit   (Deficit)   Non-
controlling interests
   Development
Reserve
   Total 
   Note   Shares   $   Shares   $   Shares   $   Shares   $   $   $   $   $   $   $   $ 
Balance at July 31, 2023 (unaudited)        56,349,183    436,431        -    
     -
      -    
    -
    804,000    15,755    4,599,073    (214,484)   (6,176,077)   (1,339,302)   41,601    180,801    (1,116,900)
Amortization of vested shares   8    -    11,000    -    -    -    -    -    -    66,000    -    -    77,000    -    -    77,000 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (158,691)   (158,691)   (164)   -    (158,855)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    44,353    -    44,353    4,232    -    48,585 
Balance at October 31, 2023 (unaudited)        56,349,183    447,431    -    -    -    -    804,000    15,755    4,665,073    (170,131)   (6,334,768)   (1,376,640)   45,669    180,801    (1,150,170)

 

      Common Stock   Class A Preferred Stock   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Accumulated Other Comprehensive Loss   Accumulated deficit   (Deficit)   Non-
controlling interests
   Development
Reserve
   Total 
   Note   Shares   US$   Shares   US$   Shares   US$   Shares   US$   US$   US$   US$   US$   US$   US$   US$ 
Balance at July 31, 2022 (unaudited)        105,723,183    615,731      -      -      -      -     -    -    4,205,409    (235,688)   (5,495,271)   (909,819)   53,275    240,641    (615,903)
Amortization of vested shares   8    -    6,380    -    -    -    -    -    -    8,196    -    -    14,576    -    -    14,576 
Issuance of common shares for service   8    -    -    -    -    -    -    36,000    2,520    -    -    -    2,520    -    -    2,520 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (149,100)   (149,100)   (4,277)   -    (153,377)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    57,058    -    57,058    3,947    -    61,005 
Balance at October 31, 2022 (unaudited)        105,723,183    622,111    -    -    -    -    36,000    2,520    4,213,605    (178,630)   (5,644,371)   (984,765)   52,945    240,641    (691,179)

 

      Common Stock   Class A Preferred Stock   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Foreign
Currency
Translation
Reserve
   Accumulated deficit   (Deficit)   Non-
controlling interests
   Development
Reserve
   Total 
    Note   Shares   $   Shares   $   Shares   $   Shares   $   $   $   $   $   $   $   $ 
Balance at April 30, 2023 (audited)        56,349,183    425,431      -        -        -          -    804,000    15,755    4,533,073    (231,505)   (6,027,209)   (1,284,455)   42,061    180,801    (1,061,593)
Amortization of vested shares   8    -    22,000    -    -    -    -    -    -    132,000    -    -    154,000    -    -    154,000 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (307,559)   (307,559)   (1,801)   -    (309,360)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    61,374    -    61,374    5,409    -    66,783 
Balance at October 31, 2023 (unaudited)        56,349,183    447,431    -    -    -    -    804,000    15,755    4,665,073    (170,131)   (6,334,768)   (1,376,640)   45,669    180,801    (1,150,170)

 

      Common Stock   Class A Preferred Stock   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Accumulated Other Comprehensive Loss   Accumulated deficit   Equity
(Deficit)
   Non-
controlling interests
   Development
Reserve
   Total 
   Note   Shares   US$   Shares   US$   Shares   US$   Shares   US$   US$   US$   US$   US$   US$   US$   US$ 
Balance at April 30, 2022 (audited)        105,723,183    609,351       -      -      -      -      -      -    4,197,213    (195,610)   (4,433,352)   177,602    (881,448)   240,641    (463,205)
Subsidiary issuance of shares pursuant to private placement   8    -    -    -    -    -    -    -    -    -    -    -    -    45    -    45 
Amortization of vested shares   8    -    12,760    -    -    -    -    -    -    16,392    -    -    29,152    -    -    29,152 
Issuance of common shares for service   8    -    -    -    -    -    -    36,000    2,520    -    -    -    2,520.00    -    -    2,520 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (327,251)   (327,251)   (5,797)   -    (333,048)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    68,612    -    68,612    4,745    -    73,357 
Effect of dilution of ownership in subsidiary pursuant to issuance of shares   8    -    -    -    -    -    -    -    -    -    (51,632)   (883,768)   (935,400)   935,400    -    - 
Balance at October 31, 2022 (unaudited)        105,723,183    622,111    -    -    -    -    36,000    2,520    4,213,605    (178,630)   (5,644,371)   (984,765)   52,945    240,641    (691,179)

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

See effect of reverse recapitalization (Note 1)

 

F-5

 

 

SENSASURE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022

(In U.S. Dollars, except share data or otherwise stated)

 

      Six Months   Six Months 
      Ended   Ended 
      October 31,   October 31, 
      2023   2022 
   Note  (unaudited)   (unaudited) 
      $   $ 
CASH FLOWS FROM OPERATING ACTIVITIES           
Net loss     (309,360)   (333,048) 
Adjustments for:             
Amortization of vested shares  8(b)   154,000    29,152 
Issuance of shares for services  8(b)   
-
    2,520 
Changes in:             
Accounts receivable      (788)   (2,089)
Prepayments and other receivables      1,253    (1,750)
Accounts payable and accrued liabilities to third parties and a related party      (12,670)   (43,363)
Amounts due to related parties      59,389    51,544 
Long term payable to a related party      
-
    (17,935)
Net cash used in operating activities      (108,176)   (314,969)
              
CASH FLOWS FROM FINANCING ACTIVITIES             
Proceeds from subsidiary issuance of shares to noncontrolling interests      
-
    45 
Proceeds from related party loans      70,279    
-
 
Net cash provided by financing activities      70,279    45 
              
Effect of exchange rate changes on cash and restricted cash held in trust      14,074    26,387 
Net decrease in cash and restricted cash held in trust      (23,823)   (288,537)
Cash and restricted cash held in trust at the beginning of period      26,958    437,177 
Cash and restricted cash held in trust at the end of period      3,135    148,640 
              
Supplemental cash flows information             
Income tax paid      
-
    
-
 
Interest paid      
-
    
-
 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

See effect of reverse recapitalization (Note 1)

 

F-6

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022 

 

1.DESCRIPTION OF BUSINESS

 

SensaSure Technologies, Inc. (“SensaSure” or “Company”) was incorporated on September 8, 2020 under the laws of the State of Nevada with an authorized share capital of 250,000,000 common shares, 5,000,000 of Class A and 5,000,000 Class B preferred shares. The Company did not issue any number of common shares, Class A and Class B preferred shares before December 21, 2020.

 

Sensa Bues AB (“Sensa Bues”) was incorporated in the Kingdom of Sweden in November 2009. Sensa Bues AB owns the core intellectual properties for the design of sample collection devices and the methodologies to collect, extract and detect the non-volatile substances presented within aerosols in exhaled breath. These aerosols, which originate from the lungs and blood, are captured using electret-based filter technologies.  This non-invasive breath-based biological sample collection and testing methodology is called ExaBreath (“EB”) technology.

 

Sensa Bues AB performs medical device design and research focusing on developing and commercializing EB for disease detection, exposure monitoring, and drug metabolism.

 

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 8 (b)). Upon completion of the share exchange transaction, SensaSure became the controlling shareholder that owned 74.82% the total issued and outstanding common shares in Sensa Bues AB and parent company of Sensa Bues AB (“Subsidiary”). No goodwill or other intangible assets were recorded during the reverse capitalization. As noted earlier, this transaction has been accounted for as a reversed recapitalization, the operating results included in this discussion reflect the historical operating results of Sensa Bues AB prior to the reverse capitalization transaction.

 

During April 2021, the Company increased its ownership interest in Sensa Bues AB pursuant to private placements completed by Sensa Bues AB where 277,296 common shares and 93,032 common shares were issued to the Company and noncontrolling interests respectively. (Note 8 (b)).

 

During the six months ended October 31, 2022, the Company increased its ownership interest in Sensa Bues AB pursuant to private placements completed by Sensa Bues where 2,200,000 common shares and 440 common shares were issued to the Company and noncontrolling interests respectively. (Note 8 (b)).

 

On October 31, 2023, the Company owned 93.53% (93.53% - April 30, 2023) of the total issued and outstanding common shares in Sensa Bues. On October 31, 2022, the Company owned 93.53% (74% - April 30, 2022) of the total issued and outstanding common shares in Sensa Bues AB (Note 8 (c)).

 

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

 

(a) Basis of Presentation

 

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended April 30, 2023 and 2022 and their accompanying notes.

 

The accompanying unaudited condensed interim consolidated financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending April 30, 2024. The Company’s fiscal year-end is April 30.

 

The unaudited condensed interim consolidated financial statements include the accounts of the Company and its less than wholly owned subsidiary, Sensa Bues AB. Intercompany accounts and transactions have been eliminated.

 

Certain prior quarter amounts have been reclassified for consistency with the current period presentation. These reclassifications has no effect on the reported results of the operations or cash flows.

 

F-7

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

(b) Basis of Consolidation

 

Sensa Bues AB and SensaSure were deemed to be under common control. Accordingly, the combination of the two entities has been accounted for as a reorganization of entities under common control in accordance with ASC 805 guidelines, whereby the resulting controlling entity, namely, SensaSure recognized the assets and liabilities of the Sensa Bues AB transferred at their carrying amounts with a carry-over basis. The reorganization of entities under common control was retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the share exchange transaction occurred. 

 

Equity interests in Sensa Bues AB held by parties other than SensaSure are presented as non-controlling interests in equity.

 

(c) Liquidity and going concern

 

The Company is in the early stages of commercializing its product and in the process of its initial public offering. It is concurrently in development mode, operating research and development programs in order to develop an ecosystem of technologies and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at October 31, 2023 and April 30, 2023, had an accumulated deficit of $6,334,768 and $6,027,209 respectively, a working capital deficiency of $1,150,170 and $1,061,593 respectively. The Company, during year ended April 30, 2022 and April 30, 2021, through several private placements, raised $368,200 and $893,014 respectively (Note 8 (b)). The Company, during year ended April 30, 2023, obtained working capital loans from related parties in the amount of $39,979. On March 30, 2021, Sensa Bues AB, through an agreement with a vendor that is controlled by a then-director of Sensa Bues AB, modified the payment term of payable balance in the amount of $333,744 to settle the payable balance in seven installments, the payable balance became current on April 30, 2023 (Note 7 (c)).

 

The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the absence of additional appropriate financing, the Company may have to modify its operating plan or slow down the pace of development and commercialization of its proposed products. 

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated.

 

These unaudited condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company expects to finance their future operations primarily through cash flow from capital contributions from the shareholders of the Company. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholders of the Company indicated the intent and ability to provide additional equity financing.

 

In December 2019, a novel strain of coronavirus (COVID-19) emerged. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it had spread to several other countries and infections have been reported globally.

 

During the past several years, as a result of COVID-19 infections having been reported throughout both the United States and Sweden, certain national, provincial, state and local governmental issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Due to the disruption of the COVID-19 crisis, the Company’s business activities might be subject to certain level of adverse impact. At the date of approval of these unaudited condensed interim consolidated financial statements, it is still not possible to reliably estimate the effect of these developments as well as the impact on the financial results and condition of the Company in future periods. Management is monitoring these developments on the Company’s operations and is taking all steps to ensure that employees are following all public health and safety protocols.

 

F-8

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Revenue recognition

 

The Company sells devices with collection mechanism for biological samples based upon exhaled breath. Revenue comprises devices delivered to the Company’s customers.

 

In accordance with ASC 606 - Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods to a customer at an amount that reflects the expected consideration to be received in exchange for those goods. The Company accounts for a customer contract when the rights of the parties, including the payment terms, are identified, the contract has commercial substance, collection of consideration is probable, and the contract has been signed and agreed to by both parties. Revenue is recognized when performance obligations are satisfied by transferring control or economic benefit of the goods to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for its goods.

 

The principles in ASC 606 are applied using the following five steps:

 

1.Identify the contract with a customer;

 

2.Identify the performance obligation(s) in the contract;

 

3.Determine the transaction price;

 

4.Allocate the transaction price to the performance obligation(s) in the contract; and

 

5.Recognize revenue when (or as) the performance obligation(s) are satisfied.

 

(b) Cash and restricted cash held in trust

 

Cash includes cash on hand and balances with banks. Restricted cash includes proceeds from private placements and shareholder loans financing completed by the Company during years ended April 30, 2021, 2022, 2023 and quarter ended October 31, 2023 that are held in an escrow account. As per the share subscription agreements from January to April 2021, and the Escrow Agreement dated January 26, 2021, restricted cash can only be used for expenses related to listing process and for professional expenses of the first eighteen months’ statutory filings from the date the Company successfully completes the listing process.

 

(c) Non-controlling interests

 

The non-controlling interests represent the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets, statements of loss, statements of comprehensive loss and statements of stockholders’ deficiency attributed to controlling and non-controlling interests.

 

(d) Critical management judgment and use of estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals, stock options, principles of consolidation and reverse recapitalization and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

 

(e) Accounts receivable

 

Accounts receivable consists of amounts due to the Company from research institutions. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

(f) Research and development

 

Research and development and all patent maintenance and related filing costs are charged to operations as incurred as the Company is uncertain as to any future economic benefit.

 

F-9

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

(g) Stock based compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire and compensate for goods or services received, including grants of employee shares, be recognized in the statement of loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executive, management, operations, corporate communication, finance and administrative consulting services.

 

(h) Foreign Currency Translation

 

The functional currency of the Company’s Swedish-based subsidiary is the Swedish Krona (“SEK”) and the US-based parent is the U.S. dollar (“USD”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the reporting period. In translating the financial statements of the Company’s Swedish subsidiary from their functional currency into the Company’s reporting currency of USD, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in equity. The Company has not, to the date of These unaudited condensed interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

(i) Fair Value of financial instruments

 

The Company’s financial instruments consist primarily of cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments. The carrying value of long term payable to a related party approximates its fair values due to current market rate on such debt.

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

  Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

  Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

F-10

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties and long term payable to a related party. The Company’s cash and restricted cash held in trust, which are carried at fair values, are classified as Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

(j) Income Taxes

 

Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the consolidated financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carry forwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

 

ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgement is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the consolidated financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more likely- than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

(k) Loss per share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at October 31, 2023, April 30, 2023 and October 31, 2022.

 

(l) Operating Segments

 

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. All revenues are currently earned in Sweden and significantly all of the assets of the Company are used for the Company’s medical device design and research and distribution activities that is carried out in Sweden. The Company has one reportable segment and operating segment: Medical device design and research and distribution.  

 

F-11

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

(m) Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

 

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

 

The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. 

 

4.SUBSCRIPTION RECEIVABLE

 

During the year ended April 30, 2021, SensaSure, via several private placements with proceeds of $793,000 for 12,200,000 common shares subscribed, 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 and shares to be issued in amount of $27,300 at April 30, 2021. The number of shares to be issued was 420,000. During the year ended April 30, 2022, the Company received the subscription proceeds and issued 420,000 common shares accordingly (Note 8 (b)).

 

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES TO THIRD PARTIES

 

   As of 
   October 31,
2023
   April 30,
2023
 
Accounts payable  $46,079   $53,868 
Accrued liabilities   63,500    52,000 
   $109,579   $105,868 

 

6. DEMAND LOANS

 

At October 31, 2023 and April 30, 2023, the Company had balances in unsecured demand loans from several noncontrolling interests in Sensa Bues AB and a shareholder totaling $26,223 (SEK 293,000) and $28,550 (SEK 293,000), respectively. The loans had an interest rate of 20% per annum. For the six months ended October 31, 2023 and 2022, interest expense was $2,719 and $2,802, respectively.

 

At October 31, 2023 and April 30, 2023, the Company had balances in unsecured demand loans from a party who has a noncontrolling interests in Sensa Bues AB of $41,192 (SEK 460,247) and $44,846 (SEK 460,247), respectively. The loans had an interest rate of 2% per annum. For the six months ended October 31, 2023 and 2022 , interest expense was $427 and $440, respectively.

 

At October 31, 2023, the Company had balance in demand loan in the amount of $70,279 from several shareholders (April 30, 2023 - $39,979). Those loans are unsecured, non-interest bearing and due on demand.

 

F-12

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

7. RELATED PARTIES TRANSACTIONS

 

The Company had the following balances and transaction with related parties except disclosed in other notes.:

 

(a)Amounts due to related parties

 

At October 31, 2023 and April 30, 2023, salary payable to the former CEO of the Company who is also a director of Sensa Bues AB included in amounts due to related parties was $371,736 and $312,347, respectively.

 

On March 31, 2021, the Company, Sensa Bues AB and the former CEO of the Company who is also a director of Sensa Bues AB reached an agreement to settle account 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 8 (b)). The agreement allows the director to subscribe aggregated 3,400 common shares of Sensa Bues AB. The term of the Agreement is for thirty-six months from March 31, 2021. The Company guaranteed that it shall purchase shares of the optionee during the term of the agreement based on the formula of 50 common shares of the Company for each one shares the optionee subscribed of Sensa Bues AB.

 

At October 31, 2023 and April 30, 2023, expenses paid on behalf of the Company by two former directors of Sensa Bues AB included in amounts due to related parties was $nil and $ nil, respectively.

 

At October 31, 2023 and April 30, 2023, amounts payable to a former director of Sensa Bues AB included in amounts due to related parties was $nil and $ nil, respectively.

 

(b)Loans from related parties

 

At October 31, 2023 and April 30, 2023, balances of loan from a former director of SensaSure were $49,224 (SEK550,000) and $53,591 (SEK550,000), respectively. The loan is unsecured, bearing interest at 2% per annum and due on demand. The interest expense was $510 and $568 for six months ended October 31, 2023 and 2022, respectively.

 

At October 31, 2023 and April 30, 2023, balances of loan from a former director of SensaSure were $26,850 (SEK300,000) and $29,232 (SEK300,000), respectively. The loan is unsecured, bearing interest at 2% per annum and due on demand. The interest expense was $278 and $319 for six months ended October 31, 2023 and 2022, respectively.

 

(c)Payables and interest accrual to a related party

 

The accounts payable balance related to professional services provided by a vendor that is controlled by a then-director of Sensa Bues AB.

 

As at October 31, 2023 and 2022, the interest accrual balance related to overdue invoices from the related party vendor was $138,483 and was included in accounts payable and accrued liabilities to a related party.

 

As at October 31, 2023, the total accounts payable and accrued liabilities to the related party was $470,445 (April 30, 2023 - $486,826).

 

For the six months ended October 31, 2023, the total purchase from the related party representing the research and development and patent expenses was in amount of $10,145 (October 31, 2022 - $19,421).

 

On March 30, 2021, Sensa Bues AB, through a settlement agreement with the vendor, modified the payment term of accounts payable balance related to professional services provided in the amount of $333,744 (SEK2,798,280), and the parties agreed to settle the accounts payable balance in seven installments (Note 2 (c)) and the payable balance became current on April 30, 2023. Management has evaluated the terms of the agreement in accordance with the guidance provided by ASC 470 and concluded that there was no extinguishment accounting applicable to the modification. The payment modification did not include overdue invoices related interest accruals. At October 31, 2023, the accounts payable balance related to professional services provided by the related party vendor that was not included in the above settlement was $6,701 (April 30, 2023 - $6,701).

 

At October 31, 2023, the current portion of the modified payable balance was $232,458 (April 30, 2023 - $240,012) and the long term portion was $nil (Aril 30, 2023 - $Nil).

 

F-13

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

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 Class A shares of Preferred Stock that were issued and outstanding (April 30, 2023 – Nil) (Note 8 (b)).

 

At October 31, 2023, there were Nil Class B shares of Preferred Stock that were issued and outstanding (April 30, 2023 – Nil) (Note 8 (b)).

 

(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.

 

F-14

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

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.

 

F-15

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

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. The term of the Agreement is for thirty-six months from March 31, 2021. The Company guaranteed that it shall purchase shares of the optionee during the term of the agreement based on the formula of 50 common shares of the Company for each one shares the optionee subscribed of Sensa Bues AB. 

 

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.

 

F-16

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

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
end
   At year
end
   At year   At year
end
 
   Common shares issued   Common shares   Common Stock   Additional
paid-in
Capital
   Common shares   Common Stock   Additional
paid-in
Capital
   Common
shares
outstanding
   Common
shares
vested
  

end

Common
Stock

   Additional
paid-in
Capital
 
   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.

 

F-17

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

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
quarter
   For the
quarter
 
   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 from development reserve to accumulated deficits

 

F-18

 

 

SENSASURE TECHNOLOGIES, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022  

(continued)

 

9. CONTINGENCY

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at October 31, 2023 and April 30, 2023 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

 

10. SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to December 15, 2023, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events that are needed to be disclosed:

 

Subsequent to the six months ended October 31, 2023, due to the difficulties in raising adequate capital, the significant cost of maintaining the patents, and delays in engaging appropriate commercialization partners, the management of the Company believe that the current business of commercializing the exhale breath technology patents is no longer feasible. The management of the Company is in the process of establishing a new business segment to develop energy and energy related businesses and proceed to wind up its Swedish subsidiary, Sensabues AB.

 

On December 11, 2023, the Company and Formation Minerals Inc., a Nevada corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Verde Bio Holdings, Inc., a Nevada corporation (the “Verde”).

 

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Verde will merge with and into the Merger Sub (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Merger Sub continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of the Company. In the Merger, all of the issued and outstanding capital stock of Verde immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist in exchange for the right for Verde’s stockholders to receive the Merger Consideration Shares. In consideration for the Merger, Verde’s stockholders shall be entitled to receive from the Company, shares of capital stock of the Company based upon the exchange ratios set forth in the Merger Agreement (collectively, the “Merger Consideration Shares”). 

 

F-19

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

References to the “Company,” “Sensasure,” “our,” “us” or “we” refer to Sensasure Technologies Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

 

Overview

 

SensaSure is a medical technology or “MedTech”, company supplying a simple device and method to collect a breath sample for lab-based analysis. Exhaled breath contains aerosols which originate from the lungs and blood. These aerosols contain revealing information for analytics, diagnostics, and therapeutics. SensaSure’s patented method is called ExaBreath (EB) and it can collect, extract, detect and identify non-volatile compounds present in every exhaled breath by utilizing existing lab-based testing infrastructure and procedures. EB is applicable in toxicology, pharmacology, and clinical biochemistry. We have not applied for, nor has our EB device received approval from any government agency in the European Union or from the U.S. Food and Drug Administration (“FDA”). We can provide no assurance that any government regulatory body will clear our EB device for commercial use.

 

We believe EB may enhance the overall user experience in a wide range of applications and markets such as workplace drug testing, anti-doping in sport, law enforcement, e-health, and telemedicine. In the case of anti-doping, EB may reduce the time, cost, and overall burden that drug programs place on athletes, other participants, and the wider stakeholders such as leagues and associations. EB may improve the user experience for both donors and collectors during sample collection process.

 

Drug control programs represent significant market segments due to the necessity of testing in most sports, industries, law enforcement agencies, ministries, police forces, criminal justice systems and by many employers for the insurance industry.

 

We believe that our business model will follow a methodology to try to reduce risks, including transferring the manufacturing costs to third parties to reduce capital investment which we hope will provide relatively higher margin business based upon our EB collection device to improve user acceptability and analytical credibility in areas such as anti-doping in sport. We expect that this will increase the credibility and perceived value of doping control programs resulting in a stronger deterrence factor and better protection for the integrity of sport.

 

The global device market in drug testing is estimated to be nearly $4.5 billion in 2020 and is estimated to reach $10 billion by 2025 (According to BCC Research, Drug Testing Market Report 2019). The estimates provided here are based on varying estimates from research companies and actual numbers may vary significantly. While there are several basic types of drug tests, the most common method is urine testing.

 

Current Challenges

 

Due to the difficulties in raising adequate capital, the significant cost of maintaining the patents, and delays in engaging appropriate commercialization partners, we believe that the current business of commercializing the exhale breath technology patents is no longer feasible. We intend to establish a new business segment to develop energy and energy related businesses and proceed to wind up its Swedish subsidiary, Sensabues AB.

 

Our New Business Segment and Ongoing Development

 

We intend to establish a new business segment to develop energy and energy related businesses. On October 30, 2023, we entered into a contractor agreement with Verde Bio Holdings, Inc., a Nevada corporation (“Verde”) to conduct feasibility studies and establish commercial relationships to enter into energy and energy related businesses. The initial term of the agreement is three (3) months, and we shall pay Verde $100,000 in cash or its equivalent in restricted shares of common stock of the Company.  

 

1

 

 

Critical accounting policies

 

The unaudited condensed consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States Dollars. Significant accounting policies are summarized below:

 

(a) Revenue recognition

 

The Company sells devices with collection mechanism for biological samples based upon exhaled breath. Revenue comprises devices delivered to the Company’s customers.

 

In accordance with ASC 606 - Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods to a customer at an amount that reflects the expected consideration to be received in exchange for those goods. The Company accounts for a customer contract when the rights of the parties, including the payment terms, are identified, the contract has commercial substance, collection of consideration is probable, and the contract has been signed and agreed to by both parties. Revenue is recognized when performance obligations are satisfied by transferring control or economic benefit of the goods to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for its goods.

 

The principles in ASC 606 are applied using the following five steps:

 

1.Identify the contract with a customer;

 

2.Identify the performance obligation(s) in the contract;

 

3.Determine the transaction price;

 

4.Allocate the transaction price to the performance obligation(s) in the contract; and

 

5.Recognize revenue when (or as) the performance obligation(s) are satisfied.

 

(b) Cash and restricted cash held in trust

 

Cash includes cash on hand and balances with banks. Restricted cash includes proceeds from private placements and shareholder loans financing completed by the Company during years ended April 30, 2021, 2022, 2023 and quarter ended October 31, 2023 that are held in an escrow account. As per the share subscription agreements from January to April 2021, and the Escrow Agreement dated January 26, 2021, restricted cash can only be used for expenses related to listing process and for professional expenses of the first eighteen months’ statutory filings from the date the Company successfully completes the listing process.

 

(c) Non-controlling interests

 

The non-controlling interests represent the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets, statements of loss, statements of comprehensive loss and statements of stockholders’ deficiency attributed to controlling and non-controlling interests.

 

(d) Critical management judgment and use of estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals, stock options, principles of consolidation and reverse recapitalization and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

 

(e) Accounts receivable

 

Accounts receivable consists of amounts due to the Company from research institutions. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

2

 

 

(f) Research and development

 

Research and development and all patent maintenance and related filing costs are charged to operations as incurred as the Company is uncertain as to any future economic benefit.

 

(g) Stock based compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire and compensate for goods or services received, including grants of employee shares, be recognized in the statement of loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executive, management, operations, corporate communication, finance and administrative consulting services.

 

(h) Foreign Currency Translation

 

The functional currency of the Company’s Swedish-based subsidiary is the Swedish Krona (“SEK”) and the US-based parent is the U.S. dollar (“USD”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the reporting period. In translating the financial statements of the Company’s Swedish subsidiary from their functional currency into the Company’s reporting currency of USD, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in equity. The Company has not, to the date of These unaudited condensed interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

(i) Fair Value of financial instruments

 

The Company’s financial instruments consist primarily of cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments. The carrying value of long term payable to a related party approximates its fair values due to current market rate on such debt.

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

  Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

  Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

3

 

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties and long term payable to a related party. The Company’s cash and restricted cash held in trust, which are carried at fair values, are classified as Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

(j) Income Taxes

 

Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the consolidated financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carry forwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

 

ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgement is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the consolidated financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more likely- than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

(k) Loss per share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at October 31, 2023, April 30, 2023 and October 31, 2022.

 

(l) Operating Segments

 

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. All revenues are currently earned in Sweden and significantly all of the assets of the Company are used for the Company’s medical device design and research and distribution activities that is carried out in Sweden. The Company has one reportable segment and operating segment: Medical device design and research and distribution.

 

 

4

 

 

(m) Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

 

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

 

The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. 

 

Results of Operations

 

Consolidated Financial Position

 

As of October 31, 2023 we have Total Assets of $15,358 compared to $39,646 at April 30, 2023. The decrease of $24,288 during the six month period is due primarily to the decrease in our cash and restricted cash held in trust. Our Total Assets consist of Current Assets only.

 

Our Current Liabilities as of October 31, 2023 are $1,165,528 compared to $1,101,239 at April 30, 2023. The increase in our current liabilities of $64,289 is mainly attributed to an increase in amount due to related parties (see note 7 of unaudited interim condensed consolidated financial statements). We have no long term liabilities at October 31, 2023 and April 30, 2023.

 

5

 

 

Due to the difficulties in raising adequate capital, the significant cost of maintaining the patents, and delays in engaging appropriate commercialization partners, we believe that the current business of commercializing the exhale breath technology patents is no longer feasible. We intend to establish a new business segment to develop energy and energy related businesses and proceed to wind up its Swedish subsidiary, Sensabues AB.  

 

The following table is from our unaudited condensed interim balance sheet as of October 31, 2023.

 

   At Octobe 31,
2023
(unaudited)
  

At April 30,
2023
(audited)

 
   $   $ 
ASSETS        
Current assets:        
Cash   3,135    26,786 
Restricted cash held in trust   -    172 
Accounts receivable   788    - 
Subscription receivable   -    - 
Prepayments and other receivables   11,435    12,688 
Total current assets   15,358    39,646 
Total assets   15,358    39,646 
           
LIABILITIES AND STOCKHOLDERS’ DEFIECIENCY          
Current liabilities:          
Accounts payable and accrued liabilities   109,579    105,868 
Accounts payable and accrued liabilities to a related party   470,445    486,826 
Demand Loans   137,694    113,375 
Loans from related parties   76,074    82,823 
Amount due to related parties   371,736    312,347 
Total current liabilities   1,165,528    1,101,239 
           
Total liabilities   1,165,528    1,101,239 
           
STOCKHOLDERS’ DEFICIECY          
Class A Preferred stock, $0.001 par value, 5,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding shares: Nil and Nil as at October 31, 2023 and April 30, 2023, respectively.   -    - 
Class B Preferred stock, $0.001 par value, 5,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding shares: Nil and Nil as at October 31, 2023 and April 30, 2023, respectively.   -    - 
Common stock, $0.01 par value, 250,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding common shares: and 56,349,183 as at October 31, 2023 and 56,349,183 at April 30, 2023, respectively.   447,431    425,431 
Shares to be issued (804,000 and 804,000 common shares at October, 2023 and April 30, 2023 respectively)   15,755    15,755 
Additional paid-in capital   4,665,073    4,533,073 
Foreign currency translation reserve   (170,131)   (231,505)
Accumulated deficit   (6,334,768)   (6,027,209)
Total deficit attributable to equity holders of the Company   (1,376,640)   (1,284,455)
Total equity attributable to non-controlling interests   45,669    42,061 
Development reserve   180,801    180,801 
Total deficit   (1,150,170)   (1,061,593)
Total liabilities and stockholders’ deficiency   15,358    39,646 

 

6

 

 

Consolidated Results of Operations

 

Comparative Results for the three months ended October 31, 2023 and 2022

 

The Company had revenue from sales for the three months period ended October 31, 2023 of $811. The loss per share, both basic and diluted, was $0.003 (October 31, 2022 – $0.001). This was anticipated by the Company since the efforts of the Company have been focused on commercialization of the technologies and maintaining operations. 

 

For the three months period ended October 31, 2023 we had a revenue of $811 which is an increase in revenue from the same period ended October 31, 2022 which had a revenue in the amount of $680.

 

Our total general administrative expenses and research and development expenses have decreased and were in the amount of $157,698 (October 31, 2022 - $152,062).

 

Comparative Results for the six months ended October 31, 2023 and 2022

 

The Company had revenue from sales for the six months period ended October 31, 2023 of $1,146. The loss per share, both basic and diluted, was $0.005 (October 31, 2022 – $0.003). This was anticipated by the Company since the efforts of the Company have been focused on commercialization of the technologies and maintaining operations. 

 

For the six months period ended October 31, 2023 we had a revenue of $1,146 which is an decrease in revenue from the same period ended October 31, 2022 which had a revenue in the amount of $4,414. This was due to the delays in engaging appropriate commercialization partners to develop exhale breath technology.

 

Our total general administrative expenses and research and development expenses have decreased and were in the amount of $306,497 (October 31, 2022 - $333,330). The reduction in costs is largely due to savings in legal and other overhead expenses.

 

The following provides the details for the results of our operations for the periods ended October 31, 2023 and 2022.

 

   Three Months
Ended
October 31,
2023
(unaudited)
   Three Months
Ended
October 31,
2022
(unaudited)
   Six Months
Ended
October 31,
2023
(unaudited)
   Six Months
Ended
October 31,
2022
(unaudited)
 
   $   $   $   $ 
                 
Revenue   811    680    1,146    4,414 
                     
Expenses                    
General and administrative expense   (154,467)   (132,641)   (296,352)   (313,909)
Research and development expense   (3,231)   (19,421)   (10,145)   (19,421)
TOTAL OPERATING EXPENSES   (157,698)   (152,062)   (306,497)   (333,330)
                     
Interest expenses, net   (1,968)   (1,995)   (4,009)   (4,132)
Other income (expenses), net                    
NET LOSS BEFORE INCOME TAXES   (158,855)   (153,377)   (309,360)   (333,048)
Income taxes                    
NET LOSS   (158,855)   (153,377)   (309,360)   (333,048)
Less: net loss attributable to non-controlling interests   164    4,277    1,801    5,797 
Net loss attributable to the Company   (158,691)   (149,100)   (307,559)   (327,251)
                     
Basic and diluted loss per share   (0.003)   (0.001)   (0.005)   (0.003)
                     
Weighted average number of common shares outstanding   56,349,183    105,723,183    56,349,183    105,723,183 

 

7

 

 

The condensed interim consolidated statements of comprehensive loss for the three months ended October 31, 2023 over 2022 in the table below reflect the total comprehensive loss for the period and the amount attributable to common shareholders and non- controlling interests.

 

   Three Months
Ended
October 31,
2023
(unaudited)
   Three Months
Ended
October 31,
2022
(unaudited)
  

Six Months
Ended
October 31,
2023
(unaudited)

  

Six Months
Ended
October 31,
2022
(unaudited)

 
   $   $   $   $ 
                 
Net loss for the period   (158,855)   (153,377)   (309,360)   (333,048)
Foreign currency translation adjustments   48,585    61,005    66,783    73,357 
Total comprehensive loss for the period   (110,270)   (92,372)   (242,577)   (259,691)
                     
Attributable to:                    
Net loss attributable to the Company   (158,691)   (149,100)   (307,559)   (327,251)
Foreign currency translation adjustments attributable to the Company   44,353    57,058    61,374    68,612 
Net loss attributable to non-controlling interests   (164)   (4,277)   (1,801)   (5,797)
Foreign currency translation adjustments attributable to non-controlling interests   4,232    3,947    5,409    4,745 
    (110,270)   (92,372)   (242,577)   (259,691)

 

At October 31, 2023 we have a total of 56,349,183 shares of common stock outstanding.

 

8

 

 

      Common Stock   Class A
Preferred Stock
   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Foreign
Currency
Translation
Reserve
   Accumulated deficit   (Deficit)   Non-
controlling interests
   Development
Reserve
   Total 
   Note   Shares   $   Shares   $   Shares   $   Shares   $   $   $   $   $   $   $   $ 
Balance at July 31, 2023 (unaudited)        56,349,183    436,431        -         -      -        -    804,000    15,755    4,599,073    (214,484)   (6,176,077)   (1,339,302)   41,601    180,801    (1,116,900)
Amortization of vested shares   8    -    11,000    -    -    -    -    -    -    66,000    -    -    77,000    -    -    77,000 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (158,691)   (158,691)   (164)   -    (158,855)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    44,353    -    44,353    4,232    -    48,585 
Balance at October 31, 2023 (unaudited)        56,349,183    447,431    -    -    -    -    804,000    15,755    4,665,073    (170,131)   (6,334,768)   (1,376,640)   45,669    180,801    (1,150,170)

 

      Common Stock   Class A Preferred Stock   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Accumulated Other Comprehensive Loss   Accumulated deficit   (Deficit)   Non-
controlling interests
   Development
Reserve
   Total 
   Note   Shares   US$   Shares   US$   Shares   US$   Shares   US$   US$   US$   US$   US$   US$   US$   US$ 
Balance at July 31, 2022 (unaudited)        105,723,183    615,731      -      -      -      -     -    -    4,205,409    (235,688)   (5,495,271)   (909,819)   53,275    240,641    (615,903)
Amortization of vested shares   8    -    6,380    -    -    -    -    -    -    8,196    -    -    14,576    -    -    14,576 
Issuance of common shares for service   8    -    -    -    -    -    -    36,000    2,520    -    -    -    2,520    -    -    2,520 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (149,100)   (149,100)   (4,277)   -    (153,377)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    57,058    -    57,058    3,947    -    61,005 
Balance at October 31, 2022 (unaudited)        105,723,183    622,111    -    -    -    -    36,000    2,520    4,213,605    (178,630)   (5,644,371)   (984,765)   52,945    240,641    (691,179)

 

      Common Stock   Class A Preferred Stock   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Foreign
Currency
Translation
Reserve
   Accumulated deficit   (Deficit)   Non-
controlling interests
   Development
Reserve
   Total 
    Note   Shares   $   Shares   $   Shares   $   Shares   $   $   $   $   $   $   $   $ 
Balance at April 30, 2023 (audited)        56,349,183    425,431      -        -        -          -    804,000    15,755    4,533,073    (231,505)   (6,027,209)   (1,284,455)   42,061    180,801    (1,061,593)
Amortization of vested shares   8    -    22,000    -    -    -    -    -    -    132,000    -    -    154,000    -    -    154,000 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (307,559)   (307,559)   (1,801)   -    (309,360)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    61,374    -    61,374    5,409    -    66,783 
Balance at October 31, 2023 (unaudited)        56,349,183    447,431    -    -    -    -    804,000    15,755    4,665,073    (170,131)   (6,334,768)   (1,376,640)   45,669    180,801    (1,150,170)

 

      Common Stock   Class A Preferred Stock   Class B Preferred Stock   Shares to be issued   Additional
paid-in Capital
   Accumulated Other Comprehensive Loss   Accumulated deficit   Equity
(Deficit)
   Non-
controlling interests
   Development
Reserve
   Total 
   Note   Shares   US$   Shares   US$   Shares   US$   Shares   US$   US$   US$   US$   US$   US$   US$   US$ 
Balance at April 30, 2022 (audited)        105,723,183    609,351       -      -      -      -      -      -    4,197,213    (195,610)   (4,433,352)   177,602    (881,448)   240,641    (463,205)
Subsidiary issuance of shares pursuant to private placement   8    -    -    -    -    -    -    -    -    -    -    -    -    45    -    45 
Amortization of vested shares   8    -    12,760    -    -    -    -    -    -    16,392    -    -    29,152    -    -    29,152 
Issuance of common shares for service   8    -    -    -    -    -    -    36,000    2,520    -    -    -    2,520.00    -    -    2,520 
Loss for the period        -    -    -    -    -    -    -    -    -    -    (327,251)   (327,251)   (5,797)   -    (333,048)
Foreign translation adjustment        -    -    -    -    -    -    -    -    -    68,612    -    68,612    4,745    -    73,357 
Effect of dilution of ownership in subsidiary pursuant to issuance of shares   8    -    -    -    -    -    -    -    -    -    (51,632)   (883,768)   (935,400)   935,400    -    - 
Balance at October 31, 2022 (unaudited)        105,723,183    622,111    -    -    -    -    36,000    2,520    4,213,605    (178,630)   (5,644,371)   (984,765)   52,945    240,641    (691,179)

 

9

 

 

Due to the difficulties in raising adequate capital, the significant cost of maintaining the patents, and delays in engaging appropriate commercialization partners, we believe that the current business of commercializing the exhale breath technology patents is no longer feasible. We intend to establish a new business segment to develop energy and energy related businesses and proceed to wind up its Swedish subsidiary, Sensabues AB. We believe that it will be necessary to sell additional shares to have the funds necessary to continue to pay the legal and accounting fees as the Company continues the process to have its shares trading in a public market. In addition, we may use additional shares to pursue the development of the new business segment.

 

Liquidity and Capital Resources

 

Our cash flows used in operating activities for the six month period ended October 31, 2023 compared to the same period in 2022 reflects a decrease of $206,793 net cash used in operating activities. Our net cash provided by financing activities reflects an increase of $70,234 for the six month period ended October 31, 2023 compared to the same period in 2022. Cash and restricted cash held in trust at the beginning of the period ended October 31, 2023 was $26,958 compared to $437,177 Cash and restricted cash held in trust at the beginning of the same period in 2022. Cash and restricted cash held in trust at the end of the period ended October 31, 2023 was $3,135 compared to $148,640 Cash and restricted cash held in trust at the end of the same period in 2022.

 

We believe that it will be necessary to raise additional cash to continue to pay the legal and accounting fees as the Company continues the process to have its shares trading in a public market. In addition, Company may use additional shares to pursue the development of the new business segment.

 

The table below provides the unaudited condensed interim consolidated statements of cash flows for the six months ended October 31, 2023 and 2022.

 

   Six Months   Six Months 
   Ended   Ended 
   October 31,   October 31, 
   2023   2022 
   (unaudited)   (unaudited) 
   $   $ 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss   (309,360)   (333,048)
Adjustments for:          
Amortization of vested shares   154,000    29,152 
Issuance of shares for services   -    2,520 
Changes in:          
Accounts receivable   (788)   (2,089)
Prepayments and other receivables   1,253    (1,750 
Accounts payable and accrued liabilities to third parties and a related party   (12,670)   (43,363)
Amounts due to related parties   59,389    51,544 
Long term payable to a related party   -    (17,935)
Net cash used in operating activities   (108,176)   (314,969)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from subsidiary issuance of shares to noncontrolling interests   -    45 
Proceeds from related party loans   70,279    - 
Net cash provided by financing activities   70,279    45 
           
Effect of exchange rate changes on cash and restricted cash held in trust   14,074    26,387 
Net decrease in cash and restricted cash held in trust   (23,823)   (288,537)
Cash and restricted cash held in trust at the beginning of period   26,958    437,177 
Cash and restricted cash held in trust at the end of period   3,135    148,640 
           
Supplemental cash flows information          
Income tax paid   -    - 
Interest paid   -    - 

 

10

 

 

Critical Accounting Policies and Estimates

 

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. During the six month period ended October 31, 2023, we have made no material changes or additions with regard to such estimates and judgments.

 

Off-Balance Sheet Arrangements

 

As of October 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations, save and except for the $100,000 in cash or its equivalent in restricted shares of common stock of the Company payable to Verde Bio Holdings, Inc.

 

JOBS Act

 

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

 

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

 

11

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective  to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, as well as recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting that occurred during the six month period ended October 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

12

 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our 10-K report filed with the SEC on August 14, 2023. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

There have been no sales of the Securities of the Company for the financial reporting that occurred during the fiscal quarter ended October 31, 2023, covered by this Quarterly Report on Form 10-Q.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

The following exhibits are filed as part of this 10-Q:

 

Exhibit
Number
  Description
     
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2   Certification of Chief Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS   XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

13

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SENSASURE TECHNOLOGIES, INC.    
(Registrant)    
     
By: /S/ JAMES HIZA   By: /S/ JAMES HIZA
  James Hiza     James Hiza
  Chief Executive Officer     Acting Chief Financial Officer
  (Principal Executive Officer)     (Principal Financial and Accounting Officer)
         
Date: December 18, 2023   Date:  December 18, 2023

 

 

14

 

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Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302

 

I, James Hiza, certify that:

 

1.I have reviewed this Form 10-Q of SensaSure Technologies Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the unaudited condensed consolidated interim financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 

d)Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: December 18, 2023 /s/ JAMES HIZA
 

James Hiza

Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SECTION 302

 

I, James Hiza, certify that:

 

1.I have reviewed this Form 10-Q of SensaSure Technologies Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the unaudited condensed consolidated interim financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 

d)Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: December 18, 2023 /s/ JAMES HIZA
 

James Hiza

Acting Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SensaSure Technologies Inc. (the “Company”) on Form 10-Q for the quarter ended October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I James Hiza, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: December 18, 2023   /s/ JAMES HIZA
  Name:  James Hiza
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SensaSure Technologies Inc. (the “Company”) on Form 10-Q for the quarter ended October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I James Hiza, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: December 18, 2023   /s/ JAMES HIZA
  Name:  James Hiza
  Title: Acting Chief Financial Officer
    (Principal Financial and Accounting Officer)

v3.23.4
Document And Entity Information - shares
6 Months Ended
Oct. 31, 2023
Dec. 15, 2023
Document Information Line Items    
Entity Registrant Name SENSASURE TECHNOLOGIES INC.  
Trading Symbol SSTC  
Document Type 10-Q  
Current Fiscal Year End Date --04-30  
Entity Common Stock, Shares Outstanding   56,349,183
Amendment Flag false  
Entity Central Index Key 0001885336  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Oct. 31, 2023  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company false  
Entity Ex Transition Period true  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code NV  
Entity File Number 001-41209  
Entity Tax Identification Number 87-2406468  
Entity Address, Address Line One 4730 S. Fort Apache Rd.  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89147  
City Area Code (347)  
Local Phone Number 325-4677  
Title of 12(b) Security Common Stock, $0.01 par value  
Security Exchange Name NONE  
Entity Interactive Data Current Yes  
v3.23.4
Condensed Interim Consolidated Balance Sheets - USD ($)
Oct. 31, 2023
Apr. 30, 2023
Current assets:    
Cash $ 3,135 $ 26,786
Restricted cash held in trust 172
Accounts receivable 788
Subscription receivable
Prepayments and other receivables 11,435 12,688
Total current assets 15,358 39,646
Total assets 15,358 39,646
Current liabilities:    
Accounts payable and accrued liabilities 109,579 105,868
Accounts payable and accrued liabilities to a related party 470,445 486,826
Demand Loans 137,694 113,375
Loans from related parties 76,074 82,823
Amount due to related parties 371,736 312,347
Total current liabilities 1,165,528 1,101,239
Total liabilities 1,165,528 1,101,239
STOCKHOLDERS’ DEFICIECY    
Common stock, $0.01 par value, 250,000,000 authorized as at October 31, 2023 and April 30, 2023, respectively. Issued and outstanding common shares: and 56,349,183 as at October 31, 2023 and 56,349,183 at April 30, 2023, respectively. 447,431 425,431
Shares to be issued (804,000 and 804,000 common shares at October, 2023 and April 30, 2023 respectively) 15,755 15,755
Additional paid-in capital 4,665,073 4,533,073
Foreign currency translation reserve (170,131) (231,505)
Accumulated deficit (6,334,768) (6,027,209)
Total deficit attributable to equity holders of the Company (1,376,640) (1,284,455)
Total equity attributable to non-controlling interests 45,669 42,061
Development reserve 180,801 180,801
Total deficit (1,150,170) (1,061,593)
Total liabilities and stockholders’ deficiency 15,358 39,646
Class A Preferred Stock    
STOCKHOLDERS’ DEFICIECY    
Preferred stock, value
Class B Preferred Stock    
STOCKHOLDERS’ DEFICIECY    
Preferred stock, value
v3.23.4
Condensed Interim Consolidated Balance Sheets (Parentheticals) - $ / shares
Oct. 31, 2023
Apr. 30, 2023
Common stock, par value (in Dollars per share) $ 0.01 $ 0.01
Common stock, share authorized 250,000,000 250,000,000
Common stock, share issued 56,349,183 56,349,183
Common stock, share outstanding 56,349,183 56,349,183
Common shares, issued 804,000 804,000
Class A Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, share authorized 5,000,000 5,000,000
Preferred stock, share Issued
Preferred stock, share outstanding
Class B Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, share authorized 5,000,000 5,000,000
Preferred stock, share Issued
Preferred stock, share outstanding
v3.23.4
Condensed Interim Consolidated Statements of Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Income Statement [Abstract]        
Revenue $ 811 $ 680 $ 1,146 $ 4,414
Expenses        
General and administrative expense (154,467) (132,641) (296,352) (313,909)
Research and development expense (3,231) (19,421) (10,145) (19,421)
TOTAL OPERATING EXPENSES (157,698) (152,062) (306,497) (333,330)
Interest expenses, net (1,968) (1,995) (4,009) (4,132)
Other income (expenses), net        
NET LOSS BEFORE INCOME TAXES (158,855) (153,377) (309,360) (333,048)
Income taxes    
NET LOSS (158,855) (153,377) (309,360) (333,048)
Less: net loss attributable to non-controlling interests 164 4,277 1,801 5,797
Net loss attributable to the Company $ (158,691) $ (149,100) $ (307,559) $ (327,251)
Basic loss per share (in Dollars per share) $ (0.003) $ (0.001) $ (0.005) $ (0.003)
Weighted average number of common shares outstanding (in Shares) 56,349,183 105,723,183 56,349,183 105,723,183
v3.23.4
Condensed Interim Consolidated Statements of Loss (Unaudited) (Parentheticals) - $ / shares
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Income Statement [Abstract]        
Diluted loss per share $ (0.003) $ (0.001) $ (0.005) $ (0.003)
v3.23.4
Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Statement of Comprehensive Income [Abstract]        
Net loss for the period $ (158,855) $ (153,377) $ (309,360) $ (333,048)
Foreign currency translation adjustments 48,585 61,005 66,783 73,357
Total comprehensive loss for the period (110,270) (92,372) (242,577) (259,691)
Attributable to:        
Net loss attributable to the Company (158,691) (149,100) (307,559) (327,251)
Foreign currency translation adjustments attributable to the Company 44,353 57,058 61,374 68,612
Net loss attributable to non-controlling interests (164) (4,277) (1,801) (5,797)
Foreign currency translation adjustments attributable to non-controlling interests 4,232 3,947 5,409 4,745
Total comprehensive loss $ (110,270) $ (92,372) $ (242,577) $ (259,691)
v3.23.4
Condensed Interim Consolidated Statements of Stockholders’ Deficiency Equity - USD ($)
Class A
Preferred Stock
Class B
Preferred Stock
Common Stock
Shares to be issued
Additional paid-in Capital
Foreign Currency Translation Reserve
Accumulated deficit
(Deficit)
Non- controlling interests
Development Reserve
Total
Balance at Apr. 30, 2022 $ 609,351 $ 4,197,213 $ (195,610) $ (4,433,352) $ 177,602 $ (881,448) $ 240,641 $ (463,205)
Balance (in Shares) at Apr. 30, 2022 105,723,183              
Subsidiary issuance of shares pursuant to private placement 45 45
Amortization of vested shares 12,760 16,392 29,152 29,152
Issuance of common shares for service $ 2,520 2,520 2,520
Issuance of common shares for service (in Shares)       36,000              
Loss for the period (327,251) (327,251) (5,797) (333,048)
Foreign translation adjustment 68,612 68,612 4,745 73,357
Effect of dilution of ownership in subsidiary pursuant to issuance of shares (51,632) (883,768) (935,400) 935,400
Balance at Oct. 31, 2022 $ 622,111 $ 2,520 4,213,605 (178,630) (5,644,371) (984,765) 52,945 240,641 (691,179)
Balance (in Shares) at Oct. 31, 2022 105,723,183 36,000              
Balance at Jul. 31, 2022 $ 615,731 4,205,409 (235,688) (5,495,271) (909,819) 53,275 240,641 (615,903)
Balance (in Shares) at Jul. 31, 2022 105,723,183              
Amortization of vested shares $ 6,380 8,196 14,576 14,576
Issuance of common shares for service $ 2,520 2,520 2,520
Issuance of common shares for service (in Shares)       36,000              
Loss for the period (149,100) (149,100) (4,277) (153,377)
Foreign translation adjustment 57,058 57,058 3,947 61,005
Balance at Oct. 31, 2022 $ 622,111 $ 2,520 4,213,605 (178,630) (5,644,371) (984,765) 52,945 240,641 (691,179)
Balance (in Shares) at Oct. 31, 2022 105,723,183 36,000              
Balance at Apr. 30, 2023 $ 425,431 $ 15,755 4,533,073 (231,505) (6,027,209) (1,284,455) 42,061 180,801 (1,061,593)
Balance (in Shares) at Apr. 30, 2023 56,349,183 804,000              
Amortization of vested shares $ 22,000 132,000 154,000 154,000
Loss for the period (307,559) (307,559) (1,801) (309,360)
Foreign translation adjustment 61,374 61,374 5,409 66,783
Balance at Oct. 31, 2023 $ 447,431 $ 15,755 4,665,073 (170,131) (6,334,768) (1,376,640) 45,669 180,801 (1,150,170)
Balance (in Shares) at Oct. 31, 2023 56,349,183 804,000              
Balance at Jul. 30, 2023 $ 436,431 $ 15,755 4,599,073 (214,484) (6,176,077) (1,339,302) 41,601 180,801 (1,116,900)
Balance (in Shares) at Jul. 30, 2023 56,349,183 804,000              
Amortization of vested shares $ 11,000 66,000 77,000 77,000
Loss for the period (158,691) (158,691) (164) (158,855)
Foreign translation adjustment 44,353 44,353 4,232 48,585
Balance at Oct. 30, 2023 $ 447,431 $ 15,755 $ 4,665,073 $ (170,131) $ (6,334,768) $ (1,376,640) $ 45,669 $ 180,801 $ (1,150,170)
Balance (in Shares) at Oct. 30, 2023 56,349,183 804,000              
v3.23.4
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (309,360) $ (333,048)
Adjustments for:    
Amortization of vested shares 154,000 29,152
Issuance of shares for services 2,520
Changes in:    
Accounts receivable (788) (2,089)
Prepayments and other receivables 1,253 (1,750)
Accounts payable and accrued liabilities to third parties and a related party (12,670) (43,363)
Amounts due to related parties 59,389 51,544
Long term payable to a related party (17,935)
Net cash used in operating activities (108,176) (314,969)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from subsidiary issuance of shares to noncontrolling interests 45
Proceeds from related party loans 70,279
Net cash provided by financing activities 70,279 45
Effect of exchange rate changes on cash and restricted cash held in trust 14,074 26,387
Net decrease in cash and restricted cash held in trust (23,823) (288,537)
Cash and restricted cash held in trust at the beginning of period 26,958 437,177
Cash and restricted cash held in trust at the end of period 3,135 148,640
Supplemental cash flows information    
Income tax paid
Interest paid
v3.23.4
Description of Business
6 Months Ended
Oct. 31, 2023
Description of Business [Abstract]  
DESCRIPTION OF BUSINESS
1.DESCRIPTION OF BUSINESS

 

SensaSure Technologies, Inc. (“SensaSure” or “Company”) was incorporated on September 8, 2020 under the laws of the State of Nevada with an authorized share capital of 250,000,000 common shares, 5,000,000 of Class A and 5,000,000 Class B preferred shares. The Company did not issue any number of common shares, Class A and Class B preferred shares before December 21, 2020.

 

Sensa Bues AB (“Sensa Bues”) was incorporated in the Kingdom of Sweden in November 2009. Sensa Bues AB owns the core intellectual properties for the design of sample collection devices and the methodologies to collect, extract and detect the non-volatile substances presented within aerosols in exhaled breath. These aerosols, which originate from the lungs and blood, are captured using electret-based filter technologies.  This non-invasive breath-based biological sample collection and testing methodology is called ExaBreath (“EB”) technology.

 

Sensa Bues AB performs medical device design and research focusing on developing and commercializing EB for disease detection, exposure monitoring, and drug metabolism.

 

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 8 (b)). Upon completion of the share exchange transaction, SensaSure became the controlling shareholder that owned 74.82% the total issued and outstanding common shares in Sensa Bues AB and parent company of Sensa Bues AB (“Subsidiary”). No goodwill or other intangible assets were recorded during the reverse capitalization. As noted earlier, this transaction has been accounted for as a reversed recapitalization, the operating results included in this discussion reflect the historical operating results of Sensa Bues AB prior to the reverse capitalization transaction.

 

During April 2021, the Company increased its ownership interest in Sensa Bues AB pursuant to private placements completed by Sensa Bues AB where 277,296 common shares and 93,032 common shares were issued to the Company and noncontrolling interests respectively. (Note 8 (b)).

 

During the six months ended October 31, 2022, the Company increased its ownership interest in Sensa Bues AB pursuant to private placements completed by Sensa Bues where 2,200,000 common shares and 440 common shares were issued to the Company and noncontrolling interests respectively. (Note 8 (b)).

 

On October 31, 2023, the Company owned 93.53% (93.53% - April 30, 2023) of the total issued and outstanding common shares in Sensa Bues. On October 31, 2022, the Company owned 93.53% (74% - April 30, 2022) of the total issued and outstanding common shares in Sensa Bues AB (Note 8 (c)).

v3.23.4
Basis of Presentation, Measurement and Consolidation
6 Months Ended
Oct. 31, 2023
Basis of Presentation, Measurement and Consolidation [Abstract]  
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION
2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

 

(a) Basis of Presentation

 

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended April 30, 2023 and 2022 and their accompanying notes.

 

The accompanying unaudited condensed interim consolidated financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending April 30, 2024. The Company’s fiscal year-end is April 30.

 

The unaudited condensed interim consolidated financial statements include the accounts of the Company and its less than wholly owned subsidiary, Sensa Bues AB. Intercompany accounts and transactions have been eliminated.

 

Certain prior quarter amounts have been reclassified for consistency with the current period presentation. These reclassifications has no effect on the reported results of the operations or cash flows.

(b) Basis of Consolidation

 

Sensa Bues AB and SensaSure were deemed to be under common control. Accordingly, the combination of the two entities has been accounted for as a reorganization of entities under common control in accordance with ASC 805 guidelines, whereby the resulting controlling entity, namely, SensaSure recognized the assets and liabilities of the Sensa Bues AB transferred at their carrying amounts with a carry-over basis. The reorganization of entities under common control was retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the share exchange transaction occurred. 

 

Equity interests in Sensa Bues AB held by parties other than SensaSure are presented as non-controlling interests in equity.

 

(c) Liquidity and going concern

 

The Company is in the early stages of commercializing its product and in the process of its initial public offering. It is concurrently in development mode, operating research and development programs in order to develop an ecosystem of technologies and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at October 31, 2023 and April 30, 2023, had an accumulated deficit of $6,334,768 and $6,027,209 respectively, a working capital deficiency of $1,150,170 and $1,061,593 respectively. The Company, during year ended April 30, 2022 and April 30, 2021, through several private placements, raised $368,200 and $893,014 respectively (Note 8 (b)). The Company, during year ended April 30, 2023, obtained working capital loans from related parties in the amount of $39,979. On March 30, 2021, Sensa Bues AB, through an agreement with a vendor that is controlled by a then-director of Sensa Bues AB, modified the payment term of payable balance in the amount of $333,744 to settle the payable balance in seven installments, the payable balance became current on April 30, 2023 (Note 7 (c)).

 

The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the absence of additional appropriate financing, the Company may have to modify its operating plan or slow down the pace of development and commercialization of its proposed products. 

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated.

 

These unaudited condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company expects to finance their future operations primarily through cash flow from capital contributions from the shareholders of the Company. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholders of the Company indicated the intent and ability to provide additional equity financing.

 

In December 2019, a novel strain of coronavirus (COVID-19) emerged. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it had spread to several other countries and infections have been reported globally.

 

During the past several years, as a result of COVID-19 infections having been reported throughout both the United States and Sweden, certain national, provincial, state and local governmental issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Due to the disruption of the COVID-19 crisis, the Company’s business activities might be subject to certain level of adverse impact. At the date of approval of these unaudited condensed interim consolidated financial statements, it is still not possible to reliably estimate the effect of these developments as well as the impact on the financial results and condition of the Company in future periods. Management is monitoring these developments on the Company’s operations and is taking all steps to ensure that employees are following all public health and safety protocols.

v3.23.4
Summary of Significant Accounting Policies
6 Months Ended
Oct. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Revenue recognition

 

The Company sells devices with collection mechanism for biological samples based upon exhaled breath. Revenue comprises devices delivered to the Company’s customers.

 

In accordance with ASC 606 - Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods to a customer at an amount that reflects the expected consideration to be received in exchange for those goods. The Company accounts for a customer contract when the rights of the parties, including the payment terms, are identified, the contract has commercial substance, collection of consideration is probable, and the contract has been signed and agreed to by both parties. Revenue is recognized when performance obligations are satisfied by transferring control or economic benefit of the goods to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for its goods.

 

The principles in ASC 606 are applied using the following five steps:

 

1.Identify the contract with a customer;

 

2.Identify the performance obligation(s) in the contract;

 

3.Determine the transaction price;

 

4.Allocate the transaction price to the performance obligation(s) in the contract; and

 

5.Recognize revenue when (or as) the performance obligation(s) are satisfied.

 

(b) Cash and restricted cash held in trust

 

Cash includes cash on hand and balances with banks. Restricted cash includes proceeds from private placements and shareholder loans financing completed by the Company during years ended April 30, 2021, 2022, 2023 and quarter ended October 31, 2023 that are held in an escrow account. As per the share subscription agreements from January to April 2021, and the Escrow Agreement dated January 26, 2021, restricted cash can only be used for expenses related to listing process and for professional expenses of the first eighteen months’ statutory filings from the date the Company successfully completes the listing process.

 

(c) Non-controlling interests

 

The non-controlling interests represent the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets, statements of loss, statements of comprehensive loss and statements of stockholders’ deficiency attributed to controlling and non-controlling interests.

 

(d) Critical management judgment and use of estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals, stock options, principles of consolidation and reverse recapitalization and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

 

(e) Accounts receivable

 

Accounts receivable consists of amounts due to the Company from research institutions. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

(f) Research and development

 

Research and development and all patent maintenance and related filing costs are charged to operations as incurred as the Company is uncertain as to any future economic benefit.

 

(g) Stock based compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire and compensate for goods or services received, including grants of employee shares, be recognized in the statement of loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executive, management, operations, corporate communication, finance and administrative consulting services.

 

(h) Foreign Currency Translation

 

The functional currency of the Company’s Swedish-based subsidiary is the Swedish Krona (“SEK”) and the US-based parent is the U.S. dollar (“USD”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the reporting period. In translating the financial statements of the Company’s Swedish subsidiary from their functional currency into the Company’s reporting currency of USD, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in equity. The Company has not, to the date of These unaudited condensed interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

(i) Fair Value of financial instruments

 

The Company’s financial instruments consist primarily of cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments. The carrying value of long term payable to a related party approximates its fair values due to current market rate on such debt.

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

  Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

  Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties and long term payable to a related party. The Company’s cash and restricted cash held in trust, which are carried at fair values, are classified as Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

(j) Income Taxes

 

Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the consolidated financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carry forwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

 

ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgement is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the consolidated financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more likely- than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

(k) Loss per share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at October 31, 2023, April 30, 2023 and October 31, 2022.

 

(l) Operating Segments

 

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. All revenues are currently earned in Sweden and significantly all of the assets of the Company are used for the Company’s medical device design and research and distribution activities that is carried out in Sweden. The Company has one reportable segment and operating segment: Medical device design and research and distribution.  

 

(m) Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

 

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

 

The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. 

v3.23.4
Subscription Receivable
6 Months Ended
Oct. 31, 2023
Subscription Receivable [Abstract]  
SUBSCRIPTION RECEIVABLE
4.SUBSCRIPTION RECEIVABLE

 

During the year ended April 30, 2021, SensaSure, via several private placements with proceeds of $793,000 for 12,200,000 common shares subscribed, 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 and shares to be issued in amount of $27,300 at April 30, 2021. The number of shares to be issued was 420,000. During the year ended April 30, 2022, the Company received the subscription proceeds and issued 420,000 common shares accordingly (Note 8 (b)).

v3.23.4
Accounts Payable and Accrued Liabilities to Third Parties
6 Months Ended
Oct. 31, 2023
Accounts Payable and Accrued Liabilities to Third Parties [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES TO THIRD PARTIES
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES TO THIRD PARTIES

 

   As of 
   October 31,
2023
   April 30,
2023
 
Accounts payable  $46,079   $53,868 
Accrued liabilities   63,500    52,000 
   $109,579   $105,868 
v3.23.4
Demand Loans
6 Months Ended
Oct. 31, 2023
Demand Loans [Abstract]  
DEMAND LOANS
6. DEMAND LOANS

 

At October 31, 2023 and April 30, 2023, the Company had balances in unsecured demand loans from several noncontrolling interests in Sensa Bues AB and a shareholder totaling $26,223 (SEK 293,000) and $28,550 (SEK 293,000), respectively. The loans had an interest rate of 20% per annum. For the six months ended October 31, 2023 and 2022, interest expense was $2,719 and $2,802, respectively.

 

At October 31, 2023 and April 30, 2023, the Company had balances in unsecured demand loans from a party who has a noncontrolling interests in Sensa Bues AB of $41,192 (SEK 460,247) and $44,846 (SEK 460,247), respectively. The loans had an interest rate of 2% per annum. For the six months ended October 31, 2023 and 2022 , interest expense was $427 and $440, respectively.

 

At October 31, 2023, the Company had balance in demand loan in the amount of $70,279 from several shareholders (April 30, 2023 - $39,979). Those loans are unsecured, non-interest bearing and due on demand.

v3.23.4
Related Parties Transactions
6 Months Ended
Oct. 31, 2023
Related Parties Transactions [Abstract]  
RELATED PARTIES TRANSACTIONS
7. RELATED PARTIES TRANSACTIONS

 

The Company had the following balances and transaction with related parties except disclosed in other notes.:

 

(a)Amounts due to related parties

 

At October 31, 2023 and April 30, 2023, salary payable to the former CEO of the Company who is also a director of Sensa Bues AB included in amounts due to related parties was $371,736 and $312,347, respectively.

 

On March 31, 2021, the Company, Sensa Bues AB and the former CEO of the Company who is also a director of Sensa Bues AB reached an agreement to settle account 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 8 (b)). The agreement allows the director to subscribe aggregated 3,400 common shares of Sensa Bues AB. The term of the Agreement is for thirty-six months from March 31, 2021. The Company guaranteed that it shall purchase shares of the optionee during the term of the agreement based on the formula of 50 common shares of the Company for each one shares the optionee subscribed of Sensa Bues AB.

 

At October 31, 2023 and April 30, 2023, expenses paid on behalf of the Company by two former directors of Sensa Bues AB included in amounts due to related parties was $nil and $ nil, respectively.

 

At October 31, 2023 and April 30, 2023, amounts payable to a former director of Sensa Bues AB included in amounts due to related parties was $nil and $ nil, respectively.

 

(b)Loans from related parties

 

At October 31, 2023 and April 30, 2023, balances of loan from a former director of SensaSure were $49,224 (SEK550,000) and $53,591 (SEK550,000), respectively. The loan is unsecured, bearing interest at 2% per annum and due on demand. The interest expense was $510 and $568 for six months ended October 31, 2023 and 2022, respectively.

 

At October 31, 2023 and April 30, 2023, balances of loan from a former director of SensaSure were $26,850 (SEK300,000) and $29,232 (SEK300,000), respectively. The loan is unsecured, bearing interest at 2% per annum and due on demand. The interest expense was $278 and $319 for six months ended October 31, 2023 and 2022, respectively.

 

(c)Payables and interest accrual to a related party

 

The accounts payable balance related to professional services provided by a vendor that is controlled by a then-director of Sensa Bues AB.

 

As at October 31, 2023 and 2022, the interest accrual balance related to overdue invoices from the related party vendor was $138,483 and was included in accounts payable and accrued liabilities to a related party.

 

As at October 31, 2023, the total accounts payable and accrued liabilities to the related party was $470,445 (April 30, 2023 - $486,826).

 

For the six months ended October 31, 2023, the total purchase from the related party representing the research and development and patent expenses was in amount of $10,145 (October 31, 2022 - $19,421).

 

On March 30, 2021, Sensa Bues AB, through a settlement agreement with the vendor, modified the payment term of accounts payable balance related to professional services provided in the amount of $333,744 (SEK2,798,280), and the parties agreed to settle the accounts payable balance in seven installments (Note 2 (c)) and the payable balance became current on April 30, 2023. Management has evaluated the terms of the agreement in accordance with the guidance provided by ASC 470 and concluded that there was no extinguishment accounting applicable to the modification. The payment modification did not include overdue invoices related interest accruals. At October 31, 2023, the accounts payable balance related to professional services provided by the related party vendor that was not included in the above settlement was $6,701 (April 30, 2023 - $6,701).

 

At October 31, 2023, the current portion of the modified payable balance was $232,458 (April 30, 2023 - $240,012) and the long term portion was $nil (Aril 30, 2023 - $Nil).

v3.23.4
Stockholders' Deficiency
6 Months Ended
Oct. 31, 2023
Stockholders' Deficiency [Abstract]  
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 Class A shares of Preferred Stock that were issued and outstanding (April 30, 2023 – Nil) (Note 8 (b)).

 

At October 31, 2023, there were Nil Class B shares of Preferred Stock that were issued and outstanding (April 30, 2023 – Nil) (Note 8 (b)).

 

(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. The term of the Agreement is for thirty-six months from March 31, 2021. The Company guaranteed that it shall purchase shares of the optionee during the term of the agreement based on the formula of 50 common shares of the Company for each one shares the optionee subscribed of Sensa Bues AB. 

 

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
end
   At year
end
   At year   At year
end
 
   Common shares issued   Common shares   Common Stock   Additional
paid-in
Capital
   Common shares   Common Stock   Additional
paid-in
Capital
   Common
shares
outstanding
   Common
shares
vested
  

end

Common
Stock

   Additional
paid-in
Capital
 
   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
quarter
   For the
quarter
 
   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 from development reserve to accumulated deficits

v3.23.4
Contingency
6 Months Ended
Oct. 31, 2023
Contingency [Abstract]  
CONTINGENCY
9. CONTINGENCY

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at October 31, 2023 and April 30, 2023 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

v3.23.4
Subsequent Events
6 Months Ended
Oct. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
10. SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to December 15, 2023, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events that are needed to be disclosed:

 

Subsequent to the six months ended October 31, 2023, due to the difficulties in raising adequate capital, the significant cost of maintaining the patents, and delays in engaging appropriate commercialization partners, the management of the Company believe that the current business of commercializing the exhale breath technology patents is no longer feasible. The management of the Company is in the process of establishing a new business segment to develop energy and energy related businesses and proceed to wind up its Swedish subsidiary, Sensabues AB.

 

On December 11, 2023, the Company and Formation Minerals Inc., a Nevada corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Verde Bio Holdings, Inc., a Nevada corporation (the “Verde”).

 

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Verde will merge with and into the Merger Sub (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Merger Sub continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of the Company. In the Merger, all of the issued and outstanding capital stock of Verde immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist in exchange for the right for Verde’s stockholders to receive the Merger Consideration Shares. In consideration for the Merger, Verde’s stockholders shall be entitled to receive from the Company, shares of capital stock of the Company based upon the exchange ratios set forth in the Merger Agreement (collectively, the “Merger Consideration Shares”). 

v3.23.4
Accounting Policies, by Policy (Policies)
6 Months Ended
Oct. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Revenue Recognition
(a) Revenue recognition

The Company sells devices with collection mechanism for biological samples based upon exhaled breath. Revenue comprises devices delivered to the Company’s customers.

In accordance with ASC 606 - Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods to a customer at an amount that reflects the expected consideration to be received in exchange for those goods. The Company accounts for a customer contract when the rights of the parties, including the payment terms, are identified, the contract has commercial substance, collection of consideration is probable, and the contract has been signed and agreed to by both parties. Revenue is recognized when performance obligations are satisfied by transferring control or economic benefit of the goods to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for its goods.

The principles in ASC 606 are applied using the following five steps:

1.Identify the contract with a customer;
2.Identify the performance obligation(s) in the contract;
3.Determine the transaction price;
4.Allocate the transaction price to the performance obligation(s) in the contract; and
5.Recognize revenue when (or as) the performance obligation(s) are satisfied.
Cash and restricted cash held in trust
(b) Cash and restricted cash held in trust

Cash includes cash on hand and balances with banks. Restricted cash includes proceeds from private placements and shareholder loans financing completed by the Company during years ended April 30, 2021, 2022, 2023 and quarter ended October 31, 2023 that are held in an escrow account. As per the share subscription agreements from January to April 2021, and the Escrow Agreement dated January 26, 2021, restricted cash can only be used for expenses related to listing process and for professional expenses of the first eighteen months’ statutory filings from the date the Company successfully completes the listing process.

Non-controlling interests
(c) Non-controlling interests

The non-controlling interests represent the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets, statements of loss, statements of comprehensive loss and statements of stockholders’ deficiency attributed to controlling and non-controlling interests.

Critical management judgment and use of estimates
(d) Critical management judgment and use of estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals, stock options, principles of consolidation and reverse recapitalization and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Accounts receivable
(e) Accounts receivable

Accounts receivable consists of amounts due to the Company from research institutions. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

Research and development
(f) Research and development

Research and development and all patent maintenance and related filing costs are charged to operations as incurred as the Company is uncertain as to any future economic benefit.

 

Stock based compensation
(g) Stock based compensation

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire and compensate for goods or services received, including grants of employee shares, be recognized in the statement of loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executive, management, operations, corporate communication, finance and administrative consulting services.

Foreign Currency Translation
(h) Foreign Currency Translation

The functional currency of the Company’s Swedish-based subsidiary is the Swedish Krona (“SEK”) and the US-based parent is the U.S. dollar (“USD”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the reporting period. In translating the financial statements of the Company’s Swedish subsidiary from their functional currency into the Company’s reporting currency of USD, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in equity. The Company has not, to the date of These unaudited condensed interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Fair Value of financial instruments
(i) Fair Value of financial instruments

The Company’s financial instruments consist primarily of cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments. The carrying value of long term payable to a related party approximates its fair values due to current market rate on such debt.

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.
  Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.
  Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and restricted cash held in trust, accounts receivable, subscription receivable, other receivables, accounts payable and accrued liabilities, demand loans, loans from related parties, amounts due to related parties and long term payable to a related party. The Company’s cash and restricted cash held in trust, which are carried at fair values, are classified as Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Income Taxes
(j) Income Taxes

Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the consolidated financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carry forwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgement is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the consolidated financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more likely- than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Loss per share
(k) Loss per share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at October 31, 2023, April 30, 2023 and October 31, 2022.

Operating Segments
(l) Operating Segments

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. All revenues are currently earned in Sweden and significantly all of the assets of the Company are used for the Company’s medical device design and research and distribution activities that is carried out in Sweden. The Company has one reportable segment and operating segment: Medical device design and research and distribution.  

 

Recently issued accounting pronouncements
(m) Recently issued accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. 

v3.23.4
Accounts Payable and Accrued Liabilities to Third Parties (Tables)
6 Months Ended
Oct. 31, 2023
Accounts Payable and Accrued Liabilities to Third Parties [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities to Third Parties
   As of 
   October 31,
2023
   April 30,
2023
 
Accounts payable  $46,079   $53,868 
Accrued liabilities   63,500    52,000 
   $109,579   $105,868 
v3.23.4
Stockholders' Deficiency (Tables)
6 Months Ended
Oct. 31, 2023
Stockholders' Deficiency [Abstract]  
Schedule of Share Issuance and Shares to Be Issued Stockholders equity 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
end
   At year
end
   At year   At year
end
 
   Common shares issued   Common shares   Common Stock   Additional
paid-in
Capital
   Common shares   Common Stock   Additional
paid-in
Capital
   Common
shares
outstanding
   Common
shares
vested
  

end

Common
Stock

   Additional
paid-in
Capital
 
   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 
Schedule of Ownership Interests and Noncontrolling Interests 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 
Schedule of Share Issuance and Shares to Be Issued
   For the
quarter
   For the
quarter
 
   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)
v3.23.4
Description of Business (Details) - shares
1 Months Ended 6 Months Ended
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2021
Oct. 31, 2023
Oct. 31, 2022
Sep. 08, 2020
Description of Business [Line Items]            
Authorized share capital 250,000,000     250,000,000    
Description of share exchange agreement       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 8 (b)). Upon completion of the share exchange transaction, SensaSure became the controlling shareholder that owned 74.82% the total issued and outstanding common shares in Sensa Bues AB and parent company of Sensa Bues AB (“Subsidiary”).    
Common share issued         2,200,000  
Common shares noncontrolling interests         440  
Private Placement [Member]            
Description of Business [Line Items]            
Common share issued     277,296      
Common shares noncontrolling interests     93,032      
Common Stock [Member]            
Description of Business [Line Items]            
Percentage of common shares outstanding 93.53% 74.00%   93.53% 93.53%  
SensaSure Technologies, Inc. [Member]            
Description of Business [Line Items]            
Authorized share capital           250,000,000
SensaSure Technologies, Inc. [Member] | Class A Preferred shares            
Description of Business [Line Items]            
Preferred shares authorized           5,000,000
SensaSure Technologies, Inc. [Member] | Class B Preferred shares            
Description of Business [Line Items]            
Preferred shares authorized           5,000,000
v3.23.4
Basis of Presentation, Measurement and Consolidation (Details) - USD ($)
Oct. 31, 2023
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2021
Mar. 30, 2021
Basis of Presentation, Measurement and Consolidation [Line Items]          
Accumulated deficit $ (6,334,768) $ (6,027,209)      
Working capital deficiency 1,150,170 1,061,593      
Private placements     $ 368,200 $ 893,014  
Working capital loans from related parties   39,979      
Payable balance         $ 333,744
Liquidity and Going Concern [Member]          
Basis of Presentation, Measurement and Consolidation [Line Items]          
Accumulated deficit $ (6,334,768) $ (6,027,209)      
v3.23.4
Summary of Significant Accounting Policies (Details)
6 Months Ended
Oct. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Tax benefit settlement percentage 50.00%
v3.23.4
Subscription Receivable (Details) - USD ($)
6 Months Ended 12 Months Ended
Oct. 31, 2023
Apr. 30, 2022
Apr. 30, 2021
Subscription Receivable [Abstract]      
Proceeds, net     $ 793,000
Common shares subscribed     12,200,000
Issued of common shares     11,780,000
Proceeds received amount $ 117,800    
Additional paid-in capital in amount $ 647,900    
Subscription receivable amount     $ 27,300
Number of shares issued 420,000    
Subscription proceeds received from common shares issued   420,000  
v3.23.4
Accounts Payable and Accrued Liabilities to Third Parties (Details) - Schedule of Accounts Payable and Accrued Liabilities to Third Parties - USD ($)
Oct. 31, 2023
Apr. 30, 2023
Schedule of Accounts Payable and Accrued Liabilities to Third Parties [Abstract]    
Accounts payable $ 46,079 $ 53,868
Accrued liabilities 63,500 52,000
Total $ 109,579 $ 105,868
v3.23.4
Demand Loans (Details)
6 Months Ended
Oct. 31, 2023
USD ($)
Oct. 31, 2022
USD ($)
Oct. 31, 2023
SEK (kr)
Apr. 30, 2023
USD ($)
Apr. 30, 2023
SEK (kr)
Demand Loans [Line Items]          
Several noncontrolling interests $ 26,223   kr 293,000 $ 28,550 kr 293,000
Interest rate 20.00%   20.00%    
Interest expense $ 2,719 $ 2,802      
Balance in demand loan 70,279     39,979  
Sensa Bues AB [Member]          
Demand Loans [Line Items]          
Several noncontrolling interests $ 41,192   kr 460,247 $ 44,846 kr 460,247
Interest rate 2.00%   2.00%    
Interest expense $ 427 $ 440      
v3.23.4
Related Parties Transactions (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2021
USD ($)
shares
Mar. 30, 2021
USD ($)
Mar. 30, 2021
SEK (kr)
Oct. 31, 2023
USD ($)
Oct. 31, 2022
USD ($)
Oct. 31, 2023
USD ($)
Oct. 31, 2022
USD ($)
Apr. 30, 2023
USD ($)
Oct. 31, 2023
SEK (kr)
Apr. 30, 2023
SEK (kr)
Related Parties Transactions [Line Items]                    
Amounts due to related parties                
Account payable       $ 46,079   46,079   53,868    
Aggregated common shares (in Shares) | shares 3,400                  
Number of common shares (in Shares) | shares 50                  
Due to related parties expense                
Loans from a former director       26,850   $ 26,850   29,232 kr 550,000 kr 300,000
Unsecured bearing interest           2.00%        
Interest expense       1,968 $ 1,995 $ 4,009 $ 4,132      
Accounts payable and accrued liabilities       470,445   470,445        
Research and development       3,231 19,421 10,145 19,421      
Professional services   $ 333,744 kr 798,280              
Long term portion              
Director [Member]                    
Related Parties Transactions [Line Items]                    
Loans from a former director       49,224   $ 49,224   53,591   kr 550,000
Unsecured bearing interest           2.00%        
Interest expense           $ 278 319      
Sensa Bues AB [Member] | CEO [Member]                    
Related Parties Transactions [Line Items]                    
Amounts due to related parties           371,736   312,347    
Related Party [Member]                    
Related Parties Transactions [Line Items]                    
Account payable $ 326,337             486,826    
Interest expense           510 568      
Accrued liabilities       138,483 $ 138,483 138,483 $ 138,483      
Related Party [Member] | Related Party Transaction [Member]                    
Related Parties Transactions [Line Items]                    
Account payable       6,701   6,701   6,701    
Related Party [Member] | Sensa Bues AB [Member]                    
Related Parties Transactions [Line Items]                    
Account payable       $ 232,458   $ 232,458   $ 240,012    
Director of Sensa Sure [Member]                    
Related Parties Transactions [Line Items]                    
Loans from a former director | kr                 kr 300,000  
v3.23.4
Stockholders' Deficiency (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2022
Dec. 21, 2020
Jan. 31, 2023
Jul. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Apr. 30, 2023
Dec. 31, 2022
Apr. 30, 2022
Apr. 30, 2021
Stockholders Deficiency [Line Items]                    
Common stock, shares authorized         250,000,000   250,000,000      
Common stock, par value (in Dollars per share)         $ 0.01   $ 0.01      
Conversion rate of common shares               21,637,000    
Common stock, shares issued         56,349,183   56,349,183      
Common stock, shares outstanding         56,349,183   56,349,183      
Private placement for proceeds (in Dollars)                   $ 99,643
Issued common shares                   10,000
Issuance of shares of common stock                   499,935
Proceeds received (in Dollars)         $ 4,999          
Additional paid-in capital amount (in Dollars)         $ 94,644 $ 16,392        
Owned common shares   270,339                
Owned common shares percentage   72.82%                
Issued common shares   13,515,183               11,780,000
Share exchange agreement ,description         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.          
Private placements for proceeds (in Dollars)                   $ 793,000
Restricted common shares                   12,200,000
Agreement ,description         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”).       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.  
Shares available, description         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.          
Fair value of the shares issued (in Dollars)         $ 502,614          
Unvested shares               8,587,000 7,931,000  
General and administrative expenses (in Dollars)         36,440          
General and administrative expenses (in Dollars)         15,950          
Common stock (in Dollars)         $ 20,490 $ 12,760        
Preferred stock issued to directors                   24,371
Fair value of the share-based compensation (in Dollars)             $ 16,500     $ 360,795
Transferred to additional paid in capital (in Dollars)                 $ 216,370  
Cancellation of common shares               27,950,000    
Fair value of options issued (in Dollars)                  
Common shares         50          
Subscription receivable amount (in Dollars)                   $ 27,300
Number of shares issued         420,000          
Proceeds received from common stock issued                 420,000  
Several private placements (in Dollars)                 $ 340,900  
Per share (in Dollars per share)                 $ 0.07  
Issuance of common stock description         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 issued             54,000      
Share based compensation (in Dollars)             $ 3,780      
Price Per share (in Dollars per share)             $ 0.07      
Common shares issued for services             750,000      
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance             750,000      
Share based compensation (in Dollars) $ 11,975           $ 115,500      
Common share       2,200,000            
Cash consideration (in Dollars)       $ 225,641            
Issuance of shares of common stock     8,800,000              
Common shares vested           1,276,000 1,650,000      
Shares issued                   22,000,000
Unvested common shares         4,950,000   3,080,000      
Common stock value issued (in Dollars)             $ 35,500      
Unvested shares amount (in Dollars)         $ 49,500          
Accumulated deficit (in Dollars)           59,804   $ 108,102  
Share Issuance [Member]                    
Stockholders Deficiency [Line Items]                    
Additional paid-in capital amount (in Dollars)                 49,600  
Common stock in amount (in Dollars)                 $ 38,610  
Common Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Additional paid-in capital amount (in Dollars)         132,000          
Common stock in amount (in Dollars)             $ 99,000      
Common stock (in Dollars)         $ 22,000          
Proceeds received from common stock issued                 4,870,000  
Minimum [Member]                    
Stockholders Deficiency [Line Items]                    
General and administrative expenses (in Dollars)                   $ 24
Maximum [Member]                    
Stockholders Deficiency [Line Items]                    
General and administrative expenses (in Dollars)                   $ 360,771
Class B Preferred Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares 31,500,000                  
Preferred stock shares issued                   31,500
Private Placement [Member]                    
Stockholders Deficiency [Line Items]                    
Price Per share (in Dollars per share)             $ 0.07      
Convertible Preferred Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares 31,500,000                  
SensaSure [Member]                    
Stockholders Deficiency [Line Items]                    
Issued common shares                   22,000,000
Class A Preferred Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Preferred stock, shares authorized         5,000,000 5,000,000 5,000,000      
Preferred stock, par value (in Dollars per share)         $ 0.001 $ 0.001 $ 0.001      
Conversion rate of common shares 24,371,000                  
Common share, voting rights         1,000          
Preferred stock, shares issued                
Preferred stock, shares outstanding                
Class A Preferred Stock [Member] | Common Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares 24,371,000                  
Class A Preferred Stock [Member] | Minimum [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares         1          
Class A Preferred Stock [Member] | Maximum [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares         1,000          
Class B Preferred Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Preferred stock, shares authorized         5,000,000   5,000,000      
Preferred stock, par value (in Dollars per share)         $ 0.001   $ 0.001      
Common share, voting rights         1,000          
Preferred stock, shares issued                
Preferred stock, shares outstanding                
Class B Preferred Stock [Member] | Minimum [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares         1          
Class B Preferred Stock [Member] | Maximum [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares         1,000          
Common Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Common shares vested         2,200,000          
Class B Common Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Unvested common shares             2,800,000      
Class B Common Stock [Member] | Preferred Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Common shares vested             750,000      
Director [Member] | Class B Preferred Stock [Member]                    
Stockholders Deficiency [Line Items]                    
Conversion rate of common shares 31,500,000                  
Share-Based Payment Arrangement [Member]                    
Stockholders Deficiency [Line Items]                    
General and administrative expenses (in Dollars)                 $ 88,210  
Sensa Bues AB [Member]                    
Stockholders Deficiency [Line Items]                    
Issued common shares                   267,296
Private placements for proceeds (in Dollars)                   $ 27,671
Common shares to noncontrolling interest                   93,032
Noncontrolling interest (in Dollars)                   $ 27,671
Cash consideration (in Dollars)                   80,800
Accounts payable (in Dollars)                   326,337
SensaSure [Member]                    
Stockholders Deficiency [Line Items]                    
Fair value of the shares issued (in Dollars)                   $ 502,952
Director [Member]                    
Stockholders Deficiency [Line Items]                    
Unvested common shares             7,150,000      
Unvested shares amount (in Dollars)             $ 71,500      
Consultant [Member]                    
Stockholders Deficiency [Line Items]                    
Unvested common shares         3,080,000          
Unvested shares amount (in Dollars)         $ 30,800          
v3.23.4
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity - USD ($)
12 Months Ended
Apr. 30, 2023
Apr. 30, 2022
Common shares vested Common shares issued [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance (in Shares) 22,000,000 22,000,000
Balance (in Shares) 22,000,000 22,000,000
Common shares vested Common Stock [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance $ 38,610
Amortization of vested shares 15,950 38,610
Cancellation of common shares 0  
Balance 54,560 38,610
Common shares vested Additional paid-in Capital [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance 49,600
Amortization of vested shares 20,490 49,600
Cancellation of common shares 0  
Balance 70,090 49,600
Common shares cancelled upon resignation Common Stock [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance
Balance
Common shares cancelled upon resignation Additional paid-in Capital [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance
Amortization of vested shares  
Balance
Common Shares Outstanding Shares [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance (in Shares) 14,069,000 22,000,000
Cancellation of common shares (in Shares) (8,587,000) (7,931,000)
Balance (in Shares) 5,482,000 14,069,000
Common Stock [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance $ 38,610
Amortization of vested shares 15,950 38,610
Balance 54,560 38,610
Additional Paid-in Capital [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance 49,600
Amortization of vested shares 20,490 49,600
Balance $ 70,090 $ 49,600
Common shares vested Common shares [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance (in Shares) 3,861,000  
Amortization of vested shares (in Shares) 1,621,000 3,861,000
Cancellation of common shares (in Shares) 0  
Balance (in Shares) 5,482,000 3,861,000
Common Shares Vested Shares [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance (in Shares) 3,861,000  
Amortization of vested shares (in Shares) 1,621,000 3,861,000
Balance (in Shares) 5,482,000 3,861,000
Common Shares Cancelled Upon Resignation Common shares [Member]    
Stockholders' Deficiency (Details) - Schedule of Share Issuance and Shares to Be Issued Stockholders equity [Line Items]    
Balance (in Shares) (7,931,000)  
Amortization of vested shares (in Shares)  
Cancellation of common shares (in Shares) (8,587,000) (7,931,000)
Balance (in Shares) (16,518,000) (7,931,000)
v3.23.4
Stockholders' Deficiency (Details) - Schedule of Ownership Interests and Noncontrolling Interests
Oct. 31, 2023
Apr. 30, 2023
Oct. 31, 2022
Apr. 30, 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%
v3.23.4
Stockholders' Deficiency (Details) - Schedule of Transfer from Noncontrolling Interests - USD ($)
6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Schedule of Transfer from Noncontrolling Interests [Abstract]    
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)

SensaSure Technologies (QB) (USOTC:SSTC)
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