10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number 000-54524

VERDE BIO HOLDINGS, INC.

(Name of small business issuer in its charter)

Nevada	30-0678378
(State of incorporation)	(I.R.S. Employer Identification No.)

PO Box 67

Jacksboro, Texas 76458

(Address of principal executive offices)

(972) 217-4080

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

☐ Yes  ☐ No

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 March 15, 2024, there were 2,020,821,612 shares of the registrant’s $0.001 par value common stock issued and outstanding.

VERDE BIO HOLDINGS, INC.*

TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	17
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	MINE SAFETY DISCLOSURES	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20

Special Note Regarding Forward-Looking Statements

Information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Verde Bio Holdings, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass.  Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

* Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references to the “Company”, “we”, “us” or “our” are references to Verde Bio Holdings, Inc., a Nevada corporation.

i

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Financial Statements

For the Three Months and Nine Months Ended January 31, 2024 (unaudited)

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (unaudited)	2
Condensed Consolidated Statements of Operations (unaudited)	3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)(unaudited)	4
Condensed Consolidated Statements of Cash Flows (unaudited)	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	7

1

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Balance Sheets

as of January 31, 2024 and April 30, 2023

(Expressed in U.S. Dollars)

	January 31, 2024 $			April 30, 2023 $
	(unaudited)
ASSETS
Current Assets
Cash		11,561			25,836
Accounts receivable		53,077			71,912
Prepaid expenses		39,740			–
Total current assets		104,378			97,748
Non-current assets
Right-of-use operating lease asset		–			19,861
Property and equipment, net		1,081,833			2,724,123
Oil and natural gas properties, net based on the full cost method of accounting		696,351			1,318,506
Total assets		1,882,562			4,160,238
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		223,099			286,972
Convertible notes payable		65,167			260,855
Due to related party		80,503			42,000
Current portion of operating lease liability		–			21,337
Warrant liabilities		1,228,018			1,228,018
Total Liabilities		1,596,787			1,839,182
TEMPORARY EQUITY
Series C Preferred Stock
Designated: 7,600 shares, par value of $0.001 per share
Issued and outstanding: 836 and 845 shares, respectively		1			1
Series C accrued dividends		166,756			109,372
Total Temporary Equity		166,757			109,373
STOCKHOLDERS’ EQUITY
Series A Preferred Stock
Designated: 500,000 shares, par value of $0.001 per share
Issued and outstanding: 500,000 shares		500			500
Common stock – 5,000,000,000 common shares, par value of $0.001 per share
Issued and outstanding: 1,931,932,723 and 1,543,077,167 common shares, respectively		1,931,153			1,543,078
Common stock issuable
Additional paid-in capital		16,362,235			16,701,175
Accumulated deficit		(18,174,870	)		(16,033,070	)
Total Stockholders’ Equity		119,018			2,211,683
Total Liabilities and Stockholders’ Equity		1,882,562			4,160,238

(The accompanying notes are an integral part of these condensed consolidated financial statements)

2

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Statements of Operations

For the three and nine month period ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

	For the three months ended January 31, 2024 $			For the three months ended January 31, 2023 $			For the nine months ended January 31, 2024 $			For the nine Months ended January 31, 2023 $
Revenue
Mineral property and royalty revenues		75,991			170,312			211,181			794,578
Operating Expenses
Consulting fees		73,197			63,640			229,056			296,321
Depletion expense		47,003			84,700			142,286			395,916
General and administrative		206,944			235,535			556,421			949,035
Depreciation expense		15,482			15,483			46,448			46,099
Professional fees		138,345			32,825			265,650			167,882
Project expenditures		5,510			152,306			12,091			177,238
Total Operating Expenses		486,481			584,489			1,251,952			2,032,491
Net Operating Loss		(410,490	)		(414,177	)		(1,040,771	)		(1,237,913	)
Other Income (Expenses)
Finance charges		(11,760	)		(15,960	)		(30,510	)		(56,160	)
Interest expense		–			(9,699	)		(11,562	)		(39,762	)
Loss on disposal of property		(1,070,842	)					(1,070,842	)
Other revenue		–			–			11,885			–
Total Other Income (Expenses)		(1,082,602	)		(25,659	)		(1,101,029	)		(95,922	)
Loss Before Income Taxes		(1,493,092	)		(439,836	)		(2,141,800	)		(1,333,835	)
Provision for Income Taxes		–			–			–			–
Net Loss		(1,493,092	)		(439,836	)		(2,141,800	)		(1,333,835	)
Series C Preferred Stock Dividends		(18,618	)		(21,855	)		(57,384	)		(68,789	)
Net Loss to Stockholders		(1,511,710	)		(461,691	)		(2,199,184	)		(1,402,624	)
Net Loss Per Share – Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Shares Outstanding – Basic and Diluted		1,856,601,805			1,367,786,733			1,731,165,090			1,300,490,001

(The accompanying notes are an integral part of these condensed consolidated financial statements)

3

VERDE BIO HOLDINGS, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

For the three and nine month period ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – October 31, 2022		500,000		500		1,324,096,144		1,324,097		16,874,287			(15,152,890	)		3,045,994
Common shares issued for conversion of Series C preferred stock		–		–		99,425,467		99,426		(99,426	)		–			–
Series C preferred stock issued for cash		–		–		–				76,000			–			76,000
Series C preferred stock dividend		–		–		–		–		(21,856	)		–			(21,856	)
Net loss for the period		–		–		–		–		–			(439,836	)		(439,836	)
Balance – January 31, 2023		500,000		500		1,423,521,611		1,423,523		16,829,005			(15,592,726	)		2,660,302

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – October 31, 2023		500,000		500		1,755,077,167		1,755,078		16,462,409			(16,681,778	)		1,536,209
Series C preferred stock issued for commitment fee		–		–		–		–		6,000			–			6,000
Common shares issued for conversion of Series C preferred stock		–		–		175,555,556		175,556		(175,556	)		–			–
Common shares issued for services				–		1,300,000		519					–			519
Series C preferred stock issued for cash		–		–		–		–		88,000			–			88,000
Series C preferred stock dividend		–		–		–		–		(18,618	)		–			(18,618	)
Net loss for the period		–		–		–		–		–			(1,493,092	)		(1,493,092	)
Balance – January 31, 2024		500,000		500		1,931,932,723		1,931,153		16,362,235			(18,174,870	)		119,018

(The accompanying notes are an integral part of these condensed consolidated financial statements)

4

VERDE BIO HOLDINGS, INC.

Consolidated Statements of Stockholders’ Equity

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – April 30, 2022		500,000		500		1,179,365,468		1,179,366		16,669,291			(14,258,891	)		3,590,266
Series C preferred stock issued for commitment fee		–		–		–		–		11,000			–			4,000
Common shares issued for conversion of Series C preferred stock		–		–		230,556,143		230,557		(230,557	)		–			–
Common shares issued for services		–		–		13,600,000		13,600		85,060			–			98,660
Series C preferred stock issued for cash		–		–		–		–		363,000			–			370,000
Series C preferred stock dividend		–		–		–		–		(68,789	)		–			(68,789	)
Net loss for the period		–		–		–		–		–			(1,333,835	)		(1,333,835	)
Balance – January 31, 2023		500,000		500		1,423,521,611		1,423,523		16,829,005			(15,592,726	)		2,660,302

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – April 30, 2023		500,000		500		1,543,077,167		1,543,078		16,701,175			(16,033,070	)		2,211,683
Series C preferred stock issued for commitment fee		–		–		–		–		7,000			–			7,000
Common shares issued for conversion of Series C preferred stock		–		–		387,555,556		387,556		(387,556	)		–			–
Common shares issued for services		–		–		1,300,000		519		–			–			519
Series C preferred stock issued for cash		–		–		–		–		99,000			–			99,000
Series C preferred stock dividend		–		–		–		–		(57,384	)		–			(57,384	)
Net loss for the period		–		–		–		–		–			(2,141,800	)		(2,141,800	)
Balance – January 31, 2024		500,000		500		1,931,932,723		1,931,153		16,362,235			(18,174,870	)		119,018

(The accompanying notes are an integral part of these condensed consolidated financial statements)

5

VERDE BIO HOLDINGS INC.

Condensed Consolidated Statements of Cash Flow

For the nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

	For the nine months ended January 31, 2024 $			For the nine months ended January 31, 2023 $
Operating Activities
Net loss		(2,141,800	)		(1,333,835	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		19,861			38,380
Depletion expense		142,286			395,916
Depreciation expense		46,448			46,099
Loss on disposal of property and equipment		1,070,842			–
Original issuance discount and issuance fees		17,750			37,160
Shares issued for services		519			98,660
Shares issued or issuable for commitment fees		7,000			11,000
Changes in operating assets and liabilities:
Accounts receivable		18,835			16,408
Prepaid expenses		(39,740	)		23,013
Accounts payable and accrued liabilities		(63,873	)		(8,118	)
Operating lease liability		(21,337	)		(41,701	)
Net cash used in operating activities		(943,209	)		(717,018	)
Investing Activities
Acquisition of property and equipment					(6,985	)
Oil and gas property expenditures		(68,881	)		(20,000	)
Proceeds from sale of mineral property		548,750			175,000
Net Cash provided by activities		479,869			148,015
Financing Activities
Proceeds from issuance of series C preferred shares		99,000			363,000
Proceeds from related party loan		605,503			20,000
Repayment of related party loan		(42,000	)		–
Proceeds from convertible debentures		80,000			235,000
Repayment of convertible debenture		(293,438	)		(140,140	)
Net cash provided by financing activities		449,065			477,860
Change in Cash		(14,275	)		(91,143	)
Cash – Beginning of Period		25,836			141,206
Cash – End of Period		11,561			50,063
Supplemental Disclosures
Interest paid		3,584			16,817
Income taxes		–			–
Non-cash investing and financing activities
Series C preferred stock accrued dividend		(57,384	)		(68,789	)
Settlement of related party loan		525,000			–
Common stock issued for conversion of Series C preferred stock		387,556			230,557

(The accompanying notes are an integral part of these condensed consolidated financial statements)

6

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Verde Bio Holdings Inc. (the “Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 24, 2010. The Company is a growing U.S. energy company based in Frisco, Texas, engaged in the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of non-operating, working interests and royalty interests with the goal of developing into a major company in the industry. Through this strategy of acquisition of royalty and non-operating properties, the Company has the unique ability to rely on the technical and scientific expertise of the world-class energy and power companies operating in the area.

Verde began purchasing mineral and oil and gas royalty interests and surface properties in September 2020 and since such time has completed a total of 18 purchases.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended January 31, 2024, the Company incurred a net loss of $2,141,800 and used cash of $943,209 for operating activities. As at January 31, 2024, the Company had an accumulated deficit of $18,174,870. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. In the past the Company has relied, and expects to continue to rely on the issuance and sale of shares of common stock (“common shares”) and preferred stock in order to continue to fund its business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements were issued, or March 25, 2024. These 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.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended April 30, 2023. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned, inactive subsidiary, IP Control Risk Inc., a Nevada corporation. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b) Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

7

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

2. Summary of Significant Accounting Policies (continued)

(b) Use of Estimates (continued)

The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right-of-use assets and lease liabilities, the fair value of stock-based compensation, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c) Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of January 31, 2024, the Company had 368,487,455 (April 30, 2023 –984,228,889) potentially dilutive common shares outstanding.

(d) Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the period ended January 31, 2024. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

8

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

2. Summary of Significant Accounting Policies (continued)

(d) Fair Value Measurements (continued)

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(e) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Right-of-Use Operating Lease Asset and Lease Liability

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

On March 11, 2021, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in accordance with ASC 842, Lease, which resulted in initial recognition of right-of-use asset and lease liability of $122,120. The incremental borrowing rate used in the calculation is 18%. This lease expired on September 30, 2023.

	January 31, 2024		April 30, 2023
	$		$
Components of lease expense were as follows:
Operating lease cost		19,861		52,462
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		22,143		66,430
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets		–		19,861
Operating lease liabilities		–		21,337

9

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

3. Right-of-Use Operating Lease Asset and Lease Liability (continued)

	January 31, 2024			April 30, 2023
Weighted Average Remaining Lease Term
Operating leases		–			0.41 years
Weighted Average Discount Rate
Operating leases		18	%		18	%

Maturities of lease liabilities are as follows:

	Operating Leases		Operating Leases
Year Ending April 30,
2024		–		22,143
Less: imputed interest		–		(806	)
Total		–		21,337

4. Royalty Interests in Oil and Gas Properties

	$
Balance, April 30, 2023		1,318,506
Acquisition and exploration cost		68,881
Disposal of mineral property		(548,750	)
Depletion expense		(142,286	)
Balance, January 31, 2024		696,351

On June 19, 2023, the Company entered into a purchase and sale agreement for the sale of 55% of the right, title and interest to certain properties located in Desoto Parish, Louisiana, Belmont County, Ohio and Laramie County, Wyoming for aggregate cash consideration of $398,750.

On November 1, 2023, The Company entered into a purchase and sale agreement for the sale of 100% of the right, title and interest to certain properties located in Desoto Parish, Louisiana, Belmont County, Ohio and Laramie County, Wyoming for aggregate cash consideration of $150,000.

5. Property and Equipment

	Land $			Vehicles $		Equipment $		Leasehold Improvements $		Total $
Cost
Balance, April 30, 2023		2,501,924			125,595		43,180		140,881		2,811,580
Additions		–			–		–		–		–
Disposal		(1,595,842	)		–		–		–		(1,595,842	)
Balance, January 31, 2024		906,082			125,595		43,180		140,881		1,215,738

10

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

5. Property and Equipment (continued)

Accumulated depreciation
Balance, April 30, 2023	–	37,679	14,558	35,220	87,457
Additions	–	18,839	6,477	21,132	46,448
Balance, January 31, 2024	–	56,518	21,035	56,352	133,905
Balance, April 30, 2023	2,501,924	87,916	28,622	105,661	2,724,123
Balance, January 31, 2024	906,082	69,077	22,145	84,529	1,081,833

6. Convertible Loans

On January 9, 2023, the Company entered into a convertible loan agreement with an arms-length party for $71,960 net of original issuance discount of $7,710 and legal fees of $4,250. Under the terms of the agreement, the Company incurred a one-time interest charge of $8,635 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $8,060 commencing in March 2023. The loan contained the following default provision: in case of default, the outstanding principal balance would increase to 150% of the principal balance owing at the time of default, and the holder would have the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the nine months ended January 31, 2024, the Company repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.

On March 2, 2023, the Company entered into an additional convertible loan agreement with the same arms-length party for $225,874 net of original issuance discount of $24,202 and financing fees of $26,672. Under the terms of the agreement, the Company incurred a one-time interest charge of $27,104 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $25,298 commencing in March 2023. The loan contained the following default provision: in case of default, the outstanding principal balance would increase to 150% of the principal balance owing at the time of default, and the holder would have the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the nine months ended January 31, 2024, the Company repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.

On October 4, 2023, the Company entered into an additional convertible loan agreement with the same arms-length party for $97,750 net of original issuance discount of $12,750 and financing fees of $17,750. Under the terms of the agreement, the Company incurred a one-time interest charge of $10,753 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $12,056 commencing on November 15, 2023. If the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the period ended January 31, 2024, the Company repaid a total of $36,167 on the convertible loan, comprised of $32,583 of principal and $3,584 of accrued interest. As of January 31, 2024, $65,167 of loan payable balance and $7,168 of accrued interest remain outstanding.

7. Related Party Transactions

(a) On December 12, 2023, the Company transferred a property located in Jacks County, Texas to the President and Director of the Company to settle a loan balance of $525,000. There was a recorded loss of $1,070,842 on disposal of this property as a result of this settlement.

(b) As of January 31, 2024, the Company owed $80,503 (April 30, 2023 - $42,000) to the President and Director of the Company which is non-interest bearing, unsecured, and due on demand.

11

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

8. Common Shares

Authorized: 5,000,000,000 common shares with a par value of $0.001 per share.

On May 23, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 shares of Series C convertible preferred stock, par value of $0.001 per share (“Series C shares”).

On July 10, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 Series C shares.

On September 7, 2023, the Company issued 72,000,000 common shares pursuant to the conversion of 21 Series C shares.

On November 13, 2023, the Company issued 86,666,667 common shares pursuant to the conversion of 26 Series C shares.

On November 20, 2023 the Company issued 1,300,000 common shares with a fair value of $519 for consulting services.

On January 4, 2024, the Company issued 88,888,889 common shares pursuant to the conversion of 20 Series C shares.

9. Preferred Shares

As of January 31, 2024, we had authorized: 500,000 shares of Series A convertible preferred stock, par value of $0.001 per share (“Series A shares”) and 7,600 Series C shares.

Series A Shares

The holder of the Series A shares is entitled to receive dividends equal to the amount of the dividend or distribution per common share payable multiplied by the number of common shares of Series A shares held by such holder are convertible into. Each Series A share is convertible into one common share. The holder of Series A shares is entitled to cast 10,000 votes for every Series A shares held.

Series C Shares

Series C shares activities for the nine months ended January 31, 2024 are as follows:

Balance April 30, 2023	845
Series C preferred stock issued	106
Series C preferred stock converted into common shares	(115	)
Balance January 31, 2024	836

On December 3, 2021, the Company entered into a securities purchase agreement (the “December Agreement”) with an arms-length party for the issuance of up to 1,000 Series C shares for $1,000,000 based on the stated value of $1,000 per share. Under the December Agreement, the Company has a put option with regards to the Series C shares. Under the terms of the December Agreement, the Series C shares are non-redeemable, subject to annual dividend payments of 10% and are convertible into common shares of the Company at a discount to the market price of the Company’s common shares at the date of the notice of conversion from the note holder. In addition to the Series C shares, the Company issued an additional 40 Series C shares, with a fair value of $40,000, to the note holder as a commitment fee on the Agreement. During the nine months ended January 31, 2024, the Company issued 387,555,556 common shares upon the conversion of 115 Series C shares. During the nine months ended January 31, 2024 the Company issued 106 Series C shares for $99,000, net of issuance and transaction costs of $7,000. As at January 31, 2024, 600 (April 30, 2023 – 609) Series C shares remained unpurchased and outstanding under the December Agreement.

On May 24, 2022, the Company entered into an additional securities purchase agreement (the “May Agreement”) with an arms-length party for the issuance of up to 250 Series C shares for $250,000. Under the May Agreement, the Company has a put option with regards to the Series C shares. Under the terms of the May Agreement, the Series C shares are entitled to receive dividends at 8% per annum and are convertible into common shares of the Company at a discount to the market price of the Company’s common shares at the date of the notice of conversion from the note holder. As at January 31, 2024, 236 (April 30, 2023 – 236) Series C shares remained unpurchased and outstanding under the May Agreement.

12

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended January 31, 2024 and 2023

(Expressed in U.S. Dollars)

(unaudited)

9. Preferred Shares (continued)

The Series C shares and the accrued dividends relating to the stock are classified as temporary equity. As at January 31, 2024, the Company had 836 (April 30, 2023 – 845) Series C shares with a carrying value of $1 (April 30, 2023 - $1) and recorded accrued dividend payable of $166,756 (April 30, 2023 - $109,372) which is included in temporary equity and offset against additional paid in capital.

In addition to the Series C shares, the Company issued warrants to purchase up to 61,885,671 common shares on December 8, 2021 with a conversion price of $0.01067 per share for a period of five years and warrants to purchase up to 63,157,895 common shares on January 27, 2022 with a conversion price of $0.01045 per share for a period of five years. The fair value of the warrants was $1,228,018 based on the Black-Scholes option pricing model assuming an expected life of 5 years, volatility of 314-318%, risk-free rate of 1.2-1.7%, and no expected dividends. The fair value of the warrants was treated as a liability as it met the conditions of a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. As the fair value of the warrants were greater than the gross proceeds received on the issuance of the Series C shares, the excess difference of $228,019 was recorded in the statement of operations as a finance cost.

10. Share Purchase Warrants

	Number of warrants		Weighted average exercise price $
Balance, April 30, 2023 and January 31, 2024		125,043,566		0.01

Additional information regarding share purchase warrants as of January 31, 2024 is as follows:

	Outstanding and exercisable
Range of Exercise Prices $		Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01		125,043,566	2.9

11. Commitments and Contingencies

On May 28, 2020, the Company and an unrelated party entered into equity financing agreement, whereby the investor shall invest up to $5,000,000 over the period of 36 months pursuant to a “put” option held by the Company, subject to certain limitations. The price of the common shares shall be equal to 80% of the lowest traded price during the last 10 trading days leading up to each put notice, subject to a floor of $0.001 per share. As part of the agreement, the Company issued a convertible promissory note to the unrelated party to offset transaction costs of $20,000, which was deemed as earned upon the execution of the agreement. The note is convertible into common shares of the Company at a fixed price of $0.01, which equals the lowest traded price for the common shares on the trading day preceding the execution of the note. As of January 31, 2024 and April 30, 2023, no common shares have been sold pursuant to the equity financing agreement.

12. Subsequent Event

(a) On December 11, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with SensaSure Technologies, Inc. (“SSTC”), a Nevada corporation, and its subsidiary, Formation Mineral Inc. (“Merger Sub”), upon which, at the effective time of the merger, Merger Sub will be merged with and into the Company (the “Merger”). The separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation of the Merger and as a subsidiary of SSTC. At the closing, the Company’s stockholders will be entitled to receive a number of shares of SSTC capital stock having an aggregate value equal to $10,000,000. If the Merger is completed pursuant to the Merger Agreement, upon the effectiveness of the Merger, as consideration of the Merger: (i) each holder of the common shares will be entitled to receive for every 275 common shares, one share of common stock, par value $0.01 per share of SSTC; (ii) each holder of Series A shares will be entitled to receive for every 275 common shares, one share of Class A convertible preferred stock, par value $0.001 per share, of the SSTC; and (iii) each holder of Series C shares will be entitled to receive for every 0.15 shares, one share of Class B preferred stock, par value $0.001 per share, of SSTC, in each case based on the market price of the SSTC common stock of $0.75 per share, and the number of fully-diluted shares of common shares outstanding, as of February 18, 2024. If the market price of the shares of SSTC common stock or the number of fully-diluted common shares changes before the effective time of the Merger, then the terms of the Merger will remain the same, but the per share Merger consideration payable will change in accordance with the provisions of the Merger Agreement. Subject to the satisfaction or waiver of closing conditions, the Merger is expected to close in the second calendar quarter of 2024.

(b) On February 19, 2024, the Company issued 88,888,889 common shares with a fair value of $24,000 upon the conversion of 20 Series C shares.

(c) On March 20, 2024, the Company completed the sale of certain minerals located in Howard County, Texas to an unrelated third party for $272,000.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

The Company is a growing U.S. energy company based in Jacksboro, Texas, engaged in the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of non-operating, working interests and royalty interests with the goal of developing into a major company in the industry. In order to develop as a well-positioned oil and gas minerals pure play company squarely focused on the acquisition of high quality, cash flowing oil and gas minerals and royalties, on December 11, 2023, the Company entered into that certain agreement and plan of merger with SensaSure Technologies Inc., a Nevada corporation (“SSTC”), and Formation Minerals Inc., a Nevada corporation and wholly-owned subsidiary of SSTC (“Merger Sub”), as amended as of February 8, 2024 (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the “Merger”). Subject to the satisfaction or waiver of closing conditions, the Merger is expected to close in the second calendar quarter of 2024.

RESULTS OF OPERATIONS

Working Capital

	January 31, 2024			April 30, 2023
	$			$
	(unaudited)
Current Assets		104,378			97,748
Current Liabilities		1,596,787			1,839,182
Working Capital Deficit		(1,492,409	)		(1,741,434	)

Cash Flows

	January 31, 2024			January 31, 2023
	$			$
	(unaudited)			(unaudited)
Cash Flows used in Operating Activities		(943,209	)		(717,018	)
Cash Flows provided by Investing Activities		479,869			148,015
Cash Flows provided by Financing Activities		449,065			477,860
Net increase (decrease) in Cash During Period		(14,275	)		(91,143	)

Operating Revenues

Three Months Ended January 31, 2024 Compared to Three Months Ended January 31, 2023

During the three months ended January 31, 2024, the Company earned royalty revenues of $75,991 compared to royalty revenues of $170,312 for the three months ended January 31, 2023. The revenue is derived from its interests in various oil and gas properties and the decrease in royalty revenues in the current period was attributed to lower production by the operators due to lower oil and gas prices as well as the sale of oil and gas properties during the current year. As part of the revenues generated from the oil and gas properties, the Company recorded depletion expense of $47,003 during the three months ended January 31, 2024 compared to depletion expense of $84,700 during the three month period ended January 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

Nine Months Ended January 31, 2024 Compared to Nine Months Ended January 31, 2023

During the nine months ended January 31, 2024, the Company earned royalty revenues of $211,181 compared to royalty revenues of $794,578 for the nine months ended January 31, 2023. The revenue is derived from its interests in various oil and gas properties and the decrease in royalty revenues in the current period was attributed to lower production by the operators due to lower oil and gas prices as well as the sale of oil and gas properties during the current year. As part of the revenues generated from the oil and gas properties, the Company recorded depletion expense of $142,286 during the nine months ended January 31, 2024 compared to depletion expense of $395,916 during the period ended January 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

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Operating Expenses and Net Loss

Three Months Ended January 31, 2024 Compared to Three Months Ended January 31, 2023

During the three months ended January 31, 2024, the Company incurred operating expenses of $486,481 compared to operating expenses of $584,489 during the three months ended January 31, 2023. The decrease in operating expenses was due to an overall decrease in operating activities for the current year compared to prior year due to lower oil and gas prices, as highlighted by a decline of $178,591 in general and administrative costs, and $37,697 decrease in depletion expense as the Company incurred less costs in analyzing new potential acquisitions and current operations, but was offset by an increase in professional fees of $105,520 relating to legal fees and expenses in connection with the pending Merger.

Net loss for the three months ended January 31, 2024 was $1,493,092 compared to a net loss of $439,836 during the three months ended January 31, 2023. The increase in the net loss was attributed to lower revenues for the current period. In addition to net operating loss, the Company recorded a loss of $1,070,842 relating to the settlement of outstanding related party debts with property located in Jack County.

For the three months ended January 31, 2024 and 2023, the Company recorded a net loss of $1,493,092 and $439,836, respectively, which resulted in a basic and diluted net loss per share of $0.00 for both periods.

Nine Months Ended January 31, 2024 Compared to Nine Months Ended January 31, 2023

During the nine months ended January 31, 2024, the Company incurred operating expenses of $1,251,952 compared to operating expenses of $2,032,491 during the nine months ended January 31, 2023. The decrease in operating expenses was due to an overall decrease in operating activities for the current year compared to prior year due to lower oil and gas prices, as highlighted by a decline of $542,614 in general and administrative costs, $67,265 decrease in consulting expenses, and $15,147 decrease in project expenditures as the Company incurred less costs in analyzing new potential acquisitions. The Company also saw a decrease in depletion expense of $253,630 due in part to an overall decrease in production, which also resulted in a comparable decrease in royalty revenues earned by the Company. The decreases were offset by an increase in professional fees of $97,788 relating to legal fees and expenses in connection with the pending Merger.

Net loss for the nine months ended January 31, 2024 was $2,141,800 compared to a net loss of $1,333,835 during the nine months ended January 31, 2023. In addition to operating expenses, the Company recorded a loss of $1,070,842 relating to the settlement of outstanding related party debts. The Company also incurred finance charges of $30,510 and interest expense of $11,562, which was lower than the comparative 2023 period which showed finance charges of $56,160 and interest expense of $39,762, as the Company utilized lower amounts of debt financing given the fact that the Company divested of some investment property and corresponding debt. The Company also recorded other revenue of $11,885 relating to sublease revenues.

For the nine months ended January 31, 2024 and 2023, the Company recorded a net loss of $2,141,800 and $1,333,835, respectively, and a basic and diluted net loss per share of $0.00 per share for both periods.

Cash Flow from Operating Activities

During the nine months ended January 31, 2024, the Company used $943,209 of cash for operating activities compared to $717,018 of cash for operating activities during the nine months ended January 31, 2023. The increase in the use of cash for operating activities was due to a decrease in overall royalty income, which decreased the cash inflows from operating activities compared to prior year, as expenditures and use of cash for operating expenses were consistent with prior year.

Cash Flow from Investing Activities

During the nine months ended January 31, 2024, the Company received cash inflows of $479,869 from investing activities compared to cash proceeds of $148,015 during the nine months ended January 31, 2023. Proceeds from investing activities consists of the sale of oil and gas properties for aggregate proceeds of $548,750 less expenditures of $68,881 for oil and gas properties. Comparatively, the Company received proceeds of $175,000 and incurred oil and gas expenditures of $20,000 and acquired equipment for $6,985 during the nine months ended January 31, 2023.

Cash Flow from Financing Activities

During the nine months ended January 31, 2024, the Company received $605,503 of loan proceeds from the President of the Company offset by repayments of amounts owed to the President of the Company of $42,000. The Company also received proceeds of $80,000 from the issuance of a convertible note offset by repayment of outstanding carrying value of convertible notes of $293,438. Furthermore, the Company received proceeds of $99,000 pursuant to the issuance of shares of Series C convertible preferred stock, par value of $0.001 per share (“Series C shares”).

15

During the nine months ended January 31, 2023, the Company received $477,860 of cash from financing activities, which included $235,000 from the issuance of a convertible note payable offset by a repayment of $140,140 on a convertible debenture, and proceeds of $363,000 from the issuance of Series C shares.

Liquidity and Capital Resources

As at January 31, 2024, the Company had cash of $11,561 and total assets of $1,882,562 compared to cash of $25,836 and total assets of $4,160,238 as at April 30, 2023. Overall, the Company saw a decrease in cash due to the fact that the Company is spending more cash on its operating activities compared to cash flows generated from its royalty income and supported by additional cash financing from investing and financing activities. The decrease in total assets was due to lower accounts receivable of $18,835 due to lower royalty revenues during the year, as well as a decrease in property and equipment of $1,642,290 and oil and gas properties of $622,155 due to the sale of properties

The Company had total liabilities of $1,596,787 as at January 31, 2024 compared to $1,839,182 as at April 30, 2023. The decrease in liabilities was due to a decrease in accounts payable of $63,873, and a decrease in convertible notes payable of $195,688 due to the repayments and conversions of outstanding convertible notes during the year.

As of January 31, 2024, the Company had a working capital deficit of $1,492,409 compared to a working capital deficit of $1,741,434 as at April 30, 2023. The increase in the working capital deficit was based on the use of cash for operating activities that was supported by financing proceeds. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q does 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.

In 2022, the Company entered into a stock agreement that allowed investors to purchase up to 250 Series C shares at $1,000 per share for aggregate gross proceeds of $250,000. As at January 31, 2024, the Company had 836 Series C shares outstanding compared to 845 Series C shares outstanding at April 30, 2023. During the nine months ended January 31, 2024, the Company issued an additional 106 Series C shares and issued 387,555,556 common shares upon the conversion of 115 Series C shares.

The Company expects to continue to finance its future operations primarily through the stockholders of the Company, through the incurrence of debt, through public offerings and through other strategic financing opportunities. 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, certain stockholders of the Company have indicated their intent and ability to provide additional equity financing. Absent additional capital raising, we do not believe that our existing cash and cash equivalents and sources of liquidity will be sufficient to fund our operations for at least the next 12 months.

Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the nine months ended January 31, 2024, the Company incurred a net loss of $2,141,800 and used cash of $943,209 for operating activities. At January 31, 2024, the Company had a working capital deficit of $1,492,409 and an accumulated deficit of $18,174,870.

16

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. 

Critical Accounting Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 periods. 

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. A complete summary of these policies is included in the notes to our financial statements.  In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our President who also acts as our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of our President, who also acts as our Chief Financial Officer, in consultation with the Company’s independent public accounting firm, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and identified that the matters involving internal controls and procedures that the Company’s management were considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board.

17

Based on the foregoing, our President who also acts as our Chief Financial Officer concluded that as of January 31, 2024, our disclosure controls and procedures were not 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.

Under the supervision and with the participation of management, including the President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2023, using the criteria established in ” Internal Control - Integrated Framework - 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, we identified and continue to have the following material weakness in our internal controls over financial reporting:

1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2. We did not maintain appropriate cash controls – As of April 30, 2023, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.  Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3. We did not implement appropriate information technology controls – As of April 30, 2023, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

4. We do not have sufficient monitoring and review controls with respect to accounting for complex transactions.

5. We have a lack of sufficient controls over financial reporting and day to day accounting, including oversight, monitoring and review, primarily from limited personnel and segregation of duties.

As noted above, once the Company is engaged in a business of merit and has sufficient personnel available, then our board of directors, in particular and in connection with the aforementioned deficiencies, will implement the following remediation measures:

1. Our board of directors will appoint additional members and establish an audit committee or a financial expert on our board of directors in the next fiscal year or as soon as practical thereafter.

2. We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January 31, 2024, that occurred during the period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On November 13, 2023, the Company issued 86,666,667 common shares in connection with the conversion of 26 Series C shares.

On November 20, 2023, the Company issued 1,300,000 common shares with a fair value $519 for consulting services.

On January 4, 2024, the Company issued 88,888,889 common shares in connection with the conversion of 20 Series C shares.

On January 4, 2024, the Company issued 94 Series C shares pursuant to stock purchase agreement for aggregate gross proceeds of $94,000. The net proceeds from the issuance of 94 Series C shares were used for working capital purposes. The Series C shares are convertible into shares of common stock by dividing $1,200 by the conversion price, which is the lower of (i) a fixed price equaling the closing bid price of the common shares on the trading day immediately preceding the date of the securities purchase agreement among the company and the holder, as amended, modified or supplemented from time to time in accordance with its terms, and (ii) the amount equal to 100% of the lowest volume-weighted average price of the common shares during the fifteen (15) trading days immediately preceding, but not including, the date that such holder elects to convert in accordance with the terms of the certificate of designation for the Series C shares.

The above securities issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

19

ITEM 6. EXHIBITS 

Exhibit
Number	Description of Exhibit
2.1	Agreement and Plan of Merger, by and among Verde Bio Holdings, Inc., SensaSure Technologies, Inc., and Formation Minerals, Inc., dated as of December 11, 2023 (incorporated by reference to Exhibit 2.1 to  the Company’s Current Report on Form 8-K filed December 15, 2023)
2.2	Amendment to the Agreement and Plan of Merger, by and among Verde Bio Holdings, Inc., SensaSure Technologies Inc., and Formation Minerals Inc., dated as of February 8, 2024 (incorporated by reference to Exhibit 10.2 to Company’s Current Report on Form 8-K filed on February 13, 2024)
3.1	Amended and Restated Articles of Incorporation of Verde Bio Holdings, Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on June 11, 2010)
3.2*	Certificate of Designation for Series A Convertible Preferred Stock
3.3	Amended and Restated Certificate of Designation for Series C Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 1, 2022)
3.4	Bylaws of Verde Bio Holdings, Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed on June 11, 2010)
10.1	Purchase and Sale Agreement by and between Verde Bio Holdings, Inc. and  Carolina Natural Resource Group LLC, dated November 27, 2023 (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed December 5, 2023)
10.2	Settlement Agreement, by and between Verde Bio Holdings, Inc. and Scott Cox, dated December 19, 2023 (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed December 20, 2023)
10.3	Side Letter Agreement, dated as of February 6, 2024, by and between Verde Bio Holdings, Inc., SensaSure Technologies Inc. and Spartan Capital Securities, LLC. (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed on February 13, 2024)
31.1*	Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to Rule 13a-14
32.1**	Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS***	Inline XBRL Instance 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 (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith.

*** Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VERDE BIO HOLDINGS, INC.
Dated: March 25, 2024	By:	/s/ Scott Cox
		Scott Cox
		President

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Dated: March 25, 2024	By:	/s/ Scott Cox
		Scott Cox President and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

21

EX-3.2

Exhibit 3.2

 

  BARBARA K. CEGAVSKE
Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov

Certificate of Designation(PURSUANT TO NRS 78.1955)

Filed in the office of	Document Number 20170167310-48
Barbara K. Cegavske Secretary of State	Filing Date and Time 04/18/2017 1:45 PM
State of Nevada	Entity Number E0081962010-7

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation For

Nevada Profit Corporations
(Pursuant to NRS 78.1955)

1. Name of corporation:

Appiphany Technologies Holdings Corp.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. 

The corporation hereby designates a series of preferred stock, the Series A Preferred Stock, as further set forth in the attached.

3. Effective date of filing: (optional)
	(must not be later than 90 days after the certificate is filed)

Signature of Officer

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Designation
Revised: 1-5-15

CERTIFICATE OF DESIGNATION OF THE

PREFERENCES AND RIGHTS 

OF 

SERIES A PREFERRED STOCK 

OF 

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

TERMS OF SERIES A PREFERRED STOCK

1. Number and Designation. This series shall consist of 500,000 shares of preferred stock of Appiphany Technologies Holdings Corp. (the “Corporation”) that shall be designated the Series A Preferred Stock (“Series A Stock”). The number of authorized shares of Series A Stock may be reduced to the extent any shares are not issued and outstanding by further resolution duly adopted by the Board of Directors of the Corporation and by filing amendments to the Certificate of Designation pursuant to the provisions of the Nevada Revised Statutes stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased except pursuant to majority vote of the Series A Holders. None of the shares of Series A Stock have been issued.

2. Dividends. When and as any dividend or distribution is declared or paid by the Corporation on Common Stock, whether payable in cash, property, securities or rights to acquire securities, the Series A Holders will be entitled to participate with the holders of Common Stock in such dividend or distribution as set forth in this Section 2. At the time such dividend or distribution is payable to the holders of Common Stock, the Corporation will pay to each Series A Holder such holder’s share of such dividend or distribution equal to the amount of the dividend or distribution per share of Common Stock payable at such time multiplied by the number of shares of Common Stock the shares of Series A Stock held by such holder are convertible into.

3. Voting Rights.

A. Subject to the provision for adjustment hereinafter set forth, each share of Series A Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time on or after the date that Series A Stock has been issued (“Distribution Date”) declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

B. Except as otherwise provided herein, in the Certificate of Incorporation, in any other Certificate of Designations creating a series of Preferred Stock, or by law, the holders of shares of Series A Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

- 1 -

C. In addition to any other rights provided by law, so long as any Series A Stock is outstanding, the Corporation, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of such outstanding shares of Series A Stock, will not amend or repeal any provision of, or add any provision to, the Corporation’s Certificate of Incorporation or By-Laws if such action would materially adversely affect the voting rights of, or the other rights, preferences or restrictions provided for the benefit of, any Series A Stock.

D. Except as set forth herein, holders of Series A Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

A. Right to Convert. Subject to Section 4(d) below, each share of Series A Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into one (1) share of fully paid and non-assessable Common Stock (the “Conversion Rate”).

B. Mechanics of Conversion. Before any holder of Series A Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.

Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A Stock shall not be deemed to have converted such Series A Stock until immediately prior to the closing of such sale of securities.

C. Split, Subdivision and Distribution Adjustments. In the event the Corporation should at any time or from time to time after the Distribution Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the applicable Conversion Rate of the Series A Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of Series A Stock shall be increased in proportion to such increase of the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

- 2 -

D. Combination Adjustments. If the number of shares of Common Stock outstanding at any time after the Distribution Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Rate for the Series A Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

E. Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4) provision shall be made so that the holders of the Series A Stock shall thereafter be entitled to receive upon conversion of the Series A Stock the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of the number of shares of Common Stock deliverable upon conversion of the Series A Stock would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Series A Stock after the recapitalization to the end that the provisions of this Section 4.E. (including adjustment of the Conversion Rate then in effect and the number of shares issuable upon conversion of the Series A Stock) shall be applicable after that event.

F. No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Series A Stock against impairment.

G. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Stock, in addition to such other remedies as shall be available to the holder of such Series A Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.

5. Liquidation.

A. Preferred Stock Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Corporation’s Preferred Stock entitled, by reason of their ownership of Preferred Stock, to receive the preferential amount, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Stock and Common Stock, shall be paid such preferential amount prior to any distribution of any assets of the Corporation to the holders of Series A Stock and Common Stock.

B. Remaining Distribution. Upon the completion of the distribution required by Section 5.A., above, the remaining assets of the Corporation available for distribution to stockholders shall be distributed among the holders of the Series A Stock, the Preferred Stock and the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Stock).

- 3 -

6. Miscellaneous.

A. Registration of Transfer. The Corporation will keep at its principal office a register for the registration of Series A Stock. Upon the surrender of any certificate representing Series A Stock at such place, the Corporation will, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefore representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

B. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Series A Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, the Corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate representing the number of shares represented by such lost, stolen, destroyed or mutilated certificate.

C. Priority. The Series A Stock shall be senior to the Corporation’s outstanding Common Stock referred to herein as “Junior Securities.” The Corporation may not hereafter issue any series of Preferred Stock that may be treated in pan passu or senior to the Series A without the consent of the holders of a majority of the outstanding Series A Stock at the time.

D. Amendment and Waiver. No amendment, modification or waiver will be binding or effective with respect to any provision hereof without the prior approval of a majority of the outstanding shares of Series A Stock; provided notwithstanding Section 3.C. above that no such action will change or affect (a) the voting rights of the Series A Stock, or (b) the amount of cash, securities or other property receivable or to be received by the Series A Holders. An adjustment to the number of outstanding shares of Common Stock pursuant to a reverse stock split or forward stock split shall not be prohibited or restricted by this Section 6.D.

E. Generally Accepted Accounting Principles. When any accounting determination or calculation is required to be made, such determination or calculation (unless otherwise provided) will be made in accordance with generally accepted accounting principles, consistently applied, except that if because of a change in generally accepted accounting principles the Corporation would have to alter a previously utilized accounting method or policy in order to remain in compliance with generally accepted accounting principles, such determination or calculation will continue to be made in accordance with the Corporation’s previous accounting methods and policies unless the Corporation has obtained the prior written consent of the holders of a majority of the Series A Stock then outstanding.

F. The number of authorized shares of preferred stock of the Corporation is 10,000,000, and the number of shares of Series A Stock, none of which shares have been issued, is 500,000.

- 4 -

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Cox, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2024 (this “report”) of Verde Bio Holdings, Inc. (the “Registrant”);

2. Based on my knowledge, the 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 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. I am 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 my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, 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.

March 25, 2024
	By:	/s/ Scott Cox
		Scott Cox
		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

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

In connection with the Quarterly Report of Verde Bio Holdings, Inc. (the “Registrant”) on Form 10-Q for the quarterly period ended January 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Cox, Chief Executive Officer of the Registrant, 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, as amended; and

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

March 25, 2024
	By:	/s/ Scott Cox
		Scott Cox
		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

XML

Cover - shares	9 Months Ended
	Jan. 31, 2024	Mar. 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jan. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	VERDE BIO HOLDINGS, INC.
Entity Central Index Key	0001490054
Entity File Number	000-54524
Entity Tax Identification Number	30-0678378
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--04-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	PO Box 67
Entity Address, City or Town	Jacksboro
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76458
Entity Phone Fax Numbers [Line Items]
City Area Code	(972)
Local Phone Number	217-4080
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,020,821,612

XML

Condensed Consolidated Balance Sheets - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Current Assets
Cash	$ 11,561	$ 25,836
Accounts receivable	53,077	71,912
Prepaid expenses	39,740
Total current assets	104,378	97,748
Non-current assets
Right-of-use operating lease asset		19,861
Property and equipment, net	1,081,833	2,724,123
Oil and natural gas properties, net based on the full cost method of accounting	696,351	1,318,506
Total assets	1,882,562	4,160,238
Current Liabilities
Accounts payable and accrued liabilities	223,099	286,972
Convertible notes payable	65,167	260,855
Current portion of operating lease liability		21,337
Warrant liabilities	1,228,018	1,228,018
Total Liabilities	1,596,787	1,839,182
TEMPORARY EQUITY
Total Temporary Equity	166,757	109,373
STOCKHOLDERS’ EQUITY
Series A Preferred Stock designated: 500,000 shares, par value of $0.001 per share issued and outstanding: 500,000 shares	500	500
Common stock – 5,000,000,000 common shares, par value of $0.001 per share issued and outstanding: 1,931,932,723 and 1,543,077,167 common shares, respectively	1,931,153	1,543,078
Common stock issuable
Additional paid-in capital	16,362,235	16,701,175
Accumulated deficit	(18,174,870)	(16,033,070)
Total Stockholders’ Equity	119,018	2,211,683
Total Liabilities and Stockholders’ Equity	1,882,562	4,160,238
Series C Preferred Stock
TEMPORARY EQUITY
Total Temporary Equity	1	1
Series C Accrued Dividends
TEMPORARY EQUITY
Total Temporary Equity	166,756	109,372
Related Party
Current Liabilities
Due to related party	$ 80,503	$ 42,000

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jan. 31, 2024	Apr. 30, 2023
Common Stock, shares authorized	5,000,000,000	5,000,000,000
Common Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, shares issued	1,931,932,723	1,543,077,167
Common Stock, shares outstanding	1,931,932,723	1,543,077,167
Series C Preferred Stock
Temporary equity, designated shares	7,600	7,600
Temporary equity, par value (in Dollars per share)	$ 0.001	$ 0.001
Temporary equity, share issued	836	845
Temporary equity, shares outstanding	836	845
Series A Preferred Stock
Preferred Stock, designated shares	500,000	500,000
Preferred Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Revenue
Mineral property and royalty revenues	$ 75,991	$ 170,312	$ 211,181	$ 794,578
Operating Expenses
Consulting fees	73,197	63,640	229,056	296,321
Depletion expense	47,003	84,700	142,286	395,916
General and administrative	206,944	235,535	556,421	949,035
Depreciation expense	15,482	15,483	46,448	46,099
Professional fees	138,345	32,825	265,650	167,882
Project expenditures	5,510	152,306	12,091	177,238
Total Operating Expenses	486,481	584,489	1,251,952	2,032,491
Net Operating Loss	(410,490)	(414,177)	(1,040,771)	(1,237,913)
Other Income (Expenses)
Finance charges	(11,760)	(15,960)	(30,510)	(56,160)
Interest expense		(9,699)	(11,562)	(39,762)
Loss on disposal of property	(1,070,842)		(1,070,842)
Other revenue			11,885
Total Other Income (Expenses)	(1,082,602)	(25,659)	(1,101,029)	(95,922)
Loss Before Income Taxes	(1,493,092)	(439,836)	(2,141,800)	(1,333,835)
Provision for Income Taxes
Net Loss	(1,493,092)	(439,836)	(2,141,800)	(1,333,835)
Series C Preferred Stock Dividends	(18,618)	(21,855)	(57,384)	(68,789)
Net Loss to Stockholders	$ (1,511,710)	$ (461,691)	$ (2,199,184)	$ (1,402,624)
Net Loss Per Share – Basic (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted Average Shares Outstanding – Basic (in Shares)	1,856,601,805	1,367,786,733	1,731,165,090	1,300,490,001

XML

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Income Statement [Abstract]
Net Loss Per Share – Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Shares Outstanding – Diluted	1,856,601,805	1,367,786,733	1,731,165,090	1,300,490,001

XML

Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Apr. 30, 2022	$ 500	$ 1,179,366	$ 16,669,291	$ (14,258,891)	$ 3,590,266
Balance (in Shares) at Apr. 30, 2022	500,000	1,179,365,468
Series C preferred stock issued for commitment fee			11,000		4,000
Common shares issued for conversion of Series C preferred stock		$ 230,557	(230,557)
Common shares issued for conversion of Series C preferred stock (in Shares)		230,556,143
Common shares issued for services		$ 13,600	85,060		98,660
Common shares issued for services (in Shares)		13,600,000
Series C preferred stock issued for cash			363,000		370,000
Series C preferred stock dividend			(68,789)		(68,789)
Net loss for the period				(1,333,835)	(1,333,835)
Balance at Jan. 31, 2023	$ 500	$ 1,423,523	16,829,005	(15,592,726)	2,660,302
Balance (in Shares) at Jan. 31, 2023	500,000	1,423,521,611
Balance at Oct. 31, 2022	$ 500	$ 1,324,097	16,874,287	(15,152,890)	3,045,994
Balance (in Shares) at Oct. 31, 2022	500,000	1,324,096,144
Common shares issued for conversion of Series C preferred stock		$ 99,426	(99,426)
Common shares issued for conversion of Series C preferred stock (in Shares)		99,425,467
Series C preferred stock issued for cash			76,000		76,000
Series C preferred stock dividend			(21,856)		(21,856)
Net loss for the period				(439,836)	(439,836)
Balance at Jan. 31, 2023	$ 500	$ 1,423,523	16,829,005	(15,592,726)	2,660,302
Balance (in Shares) at Jan. 31, 2023	500,000	1,423,521,611
Balance at Apr. 30, 2023	$ 500	$ 1,543,078	16,701,175	(16,033,070)	2,211,683
Balance (in Shares) at Apr. 30, 2023	500,000	1,543,077,167
Series C preferred stock issued for commitment fee			7,000		7,000
Common shares issued for conversion of Series C preferred stock		$ 387,556	(387,556)
Common shares issued for conversion of Series C preferred stock (in Shares)		387,555,556
Common shares issued for services		$ 519			519
Common shares issued for services (in Shares)		1,300,000
Series C preferred stock issued for cash			99,000		99,000
Series C preferred stock dividend			(57,384)		(57,384)
Net loss for the period				(2,141,800)	(2,141,800)
Balance at Jan. 31, 2024	$ 500	$ 1,931,153	16,362,235	(18,174,870)	119,018
Balance (in Shares) at Jan. 31, 2024	500,000	1,931,932,723
Balance at Oct. 31, 2023	$ 500	$ 1,755,078	16,462,409	(16,681,778)	1,536,209
Balance (in Shares) at Oct. 31, 2023	500,000	1,755,077,167
Series C preferred stock issued for commitment fee			6,000		6,000
Common shares issued for conversion of Series C preferred stock		$ 175,556	(175,556)
Common shares issued for conversion of Series C preferred stock (in Shares)		175,555,556
Common shares issued for services		$ 519			519
Common shares issued for services (in Shares)		1,300,000
Series C preferred stock issued for cash			88,000		88,000
Series C preferred stock dividend			(18,618)		(18,618)
Net loss for the period				(1,493,092)	(1,493,092)
Balance at Jan. 31, 2024	$ 500	$ 1,931,153	$ 16,362,235	$ (18,174,870)	$ 119,018
Balance (in Shares) at Jan. 31, 2024	500,000	1,931,932,723

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Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)	9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Operating Activities
Net loss	$ (2,141,800)	$ (1,333,835)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset	19,861	38,380
Depletion expense	142,286	395,916
Depreciation expense	46,448	46,099
Loss on disposal of property and equipment	1,070,842
Original issuance discount and issuance fees	17,750	37,160
Shares issued for services	519	98,660
Shares issued or issuable for commitment fees	7,000	11,000
Changes in operating assets and liabilities:
Accounts receivable	18,835	16,408
Prepaid expenses	(39,740)	23,013
Accounts payable and accrued liabilities	(63,873)	(8,118)
Operating lease liability	(21,337)	(41,701)
Net cash used in operating activities	(943,209)	(717,018)
Investing Activities
Acquisition of property and equipment		(6,985)
Oil and gas property expenditures	(68,881)	(20,000)
Proceeds from sale of mineral property	548,750	175,000
Net Cash provided by activities	479,869	148,015
Financing Activities
Proceeds from issuance of series C preferred shares	99,000	363,000
Proceeds from related party loan	605,503	20,000
Repayment of related party loan	(42,000)
Proceeds from convertible debentures	80,000	235,000
Repayment of convertible debenture	(293,438)	(140,140)
Net cash provided by financing activities	449,065	477,860
Change in Cash	(14,275)	(91,143)
Cash – Beginning of Period	25,836	141,206
Cash – End of Period	11,561	50,063
Supplemental Disclosures
Interest paid	3,584	16,817
Income taxes
Non-cash investing and financing activities
Series C preferred stock accrued dividend	(57,384)	(68,789)
Settlement of related party loan	525,000
Common stock issued for conversion of Series C preferred stock	$ 387,556	$ 230,557

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Nature of Operations and Continuance of Business

9 Months Ended

Jan. 31, 2024

Nature of Operations and Continuance of Business [Abstract]

Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

Verde Bio Holdings Inc. (the “Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 24, 2010. The Company is a growing U.S. energy company based in Frisco, Texas, engaged in the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of non-operating, working interests and royalty interests with the goal of developing into a major company in the industry. Through this strategy of acquisition of royalty and non-operating properties, the Company has the unique ability to rely on the technical and scientific expertise of the world-class energy and power companies operating in the area.

Verde began purchasing mineral and oil and gas royalty interests and surface properties in September 2020 and since such time has completed a total of 18 purchases.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended January 31, 2024, the Company incurred a net loss of $2,141,800 and used cash of $943,209 for operating activities. As at January 31, 2024, the Company had an accumulated deficit of $18,174,870. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. In the past the Company has relied, and expects to continue to rely on the issuance and sale of shares of common stock (“common shares”) and preferred stock in order to continue to fund its business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements were issued, or March 25, 2024. These 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.

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Summary of Significant Accounting Policies

9 Months Ended

Jan. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended April 30, 2023. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned, inactive subsidiary, IP Control Risk Inc., a Nevada corporation. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b) Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right-of-use assets and lease liabilities, the fair value of stock-based compensation, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c) Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of January 31, 2024, the Company had 368,487,455 (April 30, 2023 –984,228,889) potentially dilutive common shares outstanding.

(d) Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the period ended January 31, 2024. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(e) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Right-of-Use Operating Lease Asset and Lease Liability

9 Months Ended

Jan. 31, 2024

Right-of-Use Operating Lease Asset and Lease Liability [Abstract]

Right-of-Use Operating Lease Asset and Lease Liability

3. Right-of-Use Operating Lease Asset and Lease Liability

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

On March 11, 2021, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in accordance with ASC 842, Lease, which resulted in initial recognition of right-of-use asset and lease liability of $122,120. The incremental borrowing rate used in the calculation is 18%. This lease expired on September 30, 2023.

	January 31, 2024		April 30, 2023
	$		$
Components of lease expense were as follows:
Operating lease cost		19,861		52,462
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		22,143		66,430
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets		–		19,861
Operating lease liabilities		–		21,337

	January 31, 2024			April 30, 2023
Weighted Average Remaining Lease Term
Operating leases		–			0.41 years
Weighted Average Discount Rate
Operating leases		18	%		18	%

Maturities of lease liabilities are as follows:

	Operating Leases		Operating Leases
Year Ending April 30,
2024		–		22,143
Less: imputed interest		–		(806	)
Total		–		21,337

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Royalty Interests in Oil and Gas Properties

9 Months Ended

Jan. 31, 2024

Royalty Interests in Oil and Gas Properties [Abstract]

Royalty Interests in Oil and Gas Properties

4. Royalty Interests in Oil and Gas Properties

	$
Balance, April 30, 2023		1,318,506
Acquisition and exploration cost		68,881
Disposal of mineral property		(548,750	)
Depletion expense		(142,286	)
Balance, January 31, 2024		696,351

On June 19, 2023, the Company entered into a purchase and sale agreement for the sale of 55% of the right, title and interest to certain properties located in Desoto Parish, Louisiana, Belmont County, Ohio and Laramie County, Wyoming for aggregate cash consideration of $398,750.

On November 1, 2023, The Company entered into a purchase and sale agreement for the sale of 100% of the right, title and interest to certain properties located in Desoto Parish, Louisiana, Belmont County, Ohio and Laramie County, Wyoming for aggregate cash consideration of $150,000.

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Property and Equipment

9 Months Ended

Jan. 31, 2024

Property and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

	Land $			Vehicles $		Equipment $		Leasehold Improvements $		Total $
Cost
Balance, April 30, 2023		2,501,924			125,595		43,180		140,881		2,811,580
Additions		–			–		–		–		–
Disposal		(1,595,842	)		–		–		–		(1,595,842	)
Balance, January 31, 2024		906,082			125,595		43,180		140,881		1,215,738

Accumulated depreciation
Balance, April 30, 2023	–	37,679	14,558	35,220	87,457
Additions	–	18,839	6,477	21,132	46,448
Balance, January 31, 2024	–	56,518	21,035	56,352	133,905
Balance, April 30, 2023	2,501,924	87,916	28,622	105,661	2,724,123
Balance, January 31, 2024	906,082	69,077	22,145	84,529	1,081,833

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Convertible Loans

9 Months Ended

Jan. 31, 2024

Convertible Loans [Abstract]

Convertible Loans

6. Convertible Loans

On January 9, 2023, the Company entered into a convertible loan agreement with an arms-length party for $71,960 net of original issuance discount of $7,710 and legal fees of $4,250. Under the terms of the agreement, the Company incurred a one-time interest charge of $8,635 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $8,060 commencing in March 2023. The loan contained the following default provision: in case of default, the outstanding principal balance would increase to 150% of the principal balance owing at the time of default, and the holder would have the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the nine months ended January 31, 2024, the Company repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.

On March 2, 2023, the Company entered into an additional convertible loan agreement with the same arms-length party for $225,874 net of original issuance discount of $24,202 and financing fees of $26,672. Under the terms of the agreement, the Company incurred a one-time interest charge of $27,104 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $25,298 commencing in March 2023. The loan contained the following default provision: in case of default, the outstanding principal balance would increase to 150% of the principal balance owing at the time of default, and the holder would have the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the nine months ended January 31, 2024, the Company repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.

On October 4, 2023, the Company entered into an additional convertible loan agreement with the same arms-length party for $97,750 net of original issuance discount of $12,750 and financing fees of $17,750. Under the terms of the agreement, the Company incurred a one-time interest charge of $10,753 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $12,056 commencing on November 15, 2023. If the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the period ended January 31, 2024, the Company repaid a total of $36,167 on the convertible loan, comprised of $32,583 of principal and $3,584 of accrued interest. As of January 31, 2024, $65,167 of loan payable balance and $7,168 of accrued interest remain outstanding.

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Related Party Transactions

9 Months Ended

Jan. 31, 2024

Related Party Transactions [Abstract]

Related Party Transactions

7. Related Party Transactions

(a) On December 12, 2023, the Company transferred a property located in Jacks County, Texas to the President and Director of the Company to settle a loan balance of $525,000. There was a recorded loss of $1,070,842 on disposal of this property as a result of this settlement.

(b) As of January 31, 2024, the Company owed $80,503 (April 30, 2023 - $42,000) to the President and Director of the Company which is non-interest bearing, unsecured, and due on demand.

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Common Shares

9 Months Ended

Jan. 31, 2024

Common Shares [Abstract]

Common Shares

8. Common Shares

Authorized: 5,000,000,000 common shares with a par value of $0.001 per share.

On May 23, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 shares of Series C convertible preferred stock, par value of $0.001 per share (“Series C shares”).

On July 10, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 Series C shares.

On September 7, 2023, the Company issued 72,000,000 common shares pursuant to the conversion of 21 Series C shares.

On November 13, 2023, the Company issued 86,666,667 common shares pursuant to the conversion of 26 Series C shares.

On November 20, 2023 the Company issued 1,300,000 common shares with a fair value of $519 for consulting services.

On January 4, 2024, the Company issued 88,888,889 common shares pursuant to the conversion of 20 Series C shares.

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Preferred Shares

9 Months Ended

Jan. 31, 2024

Preferred Shares [Abstract]

Preferred Shares

9. Preferred Shares

As of January 31, 2024, we had authorized: 500,000 shares of Series A convertible preferred stock, par value of $0.001 per share (“Series A shares”) and 7,600 Series C shares.

Series A Shares

The holder of the Series A shares is entitled to receive dividends equal to the amount of the dividend or distribution per common share payable multiplied by the number of common shares of Series A shares held by such holder are convertible into. Each Series A share is convertible into one common share. The holder of Series A shares is entitled to cast 10,000 votes for every Series A shares held.

Series C Shares

Series C shares activities for the nine months ended January 31, 2024 are as follows:

Balance April 30, 2023	845
Series C preferred stock issued	106
Series C preferred stock converted into common shares	(115	)
Balance January 31, 2024	836

On December 3, 2021, the Company entered into a securities purchase agreement (the “December Agreement”) with an arms-length party for the issuance of up to 1,000 Series C shares for $1,000,000 based on the stated value of $1,000 per share. Under the December Agreement, the Company has a put option with regards to the Series C shares. Under the terms of the December Agreement, the Series C shares are non-redeemable, subject to annual dividend payments of 10% and are convertible into common shares of the Company at a discount to the market price of the Company’s common shares at the date of the notice of conversion from the note holder. In addition to the Series C shares, the Company issued an additional 40 Series C shares, with a fair value of $40,000, to the note holder as a commitment fee on the Agreement. During the nine months ended January 31, 2024, the Company issued 387,555,556 common shares upon the conversion of 115 Series C shares. During the nine months ended January 31, 2024 the Company issued 106 Series C shares for $99,000, net of issuance and transaction costs of $7,000. As at January 31, 2024, 600 (April 30, 2023 – 609) Series C shares remained unpurchased and outstanding under the December Agreement.

On May 24, 2022, the Company entered into an additional securities purchase agreement (the “May Agreement”) with an arms-length party for the issuance of up to 250 Series C shares for $250,000. Under the May Agreement, the Company has a put option with regards to the Series C shares. Under the terms of the May Agreement, the Series C shares are entitled to receive dividends at 8% per annum and are convertible into common shares of the Company at a discount to the market price of the Company’s common shares at the date of the notice of conversion from the note holder. As at January 31, 2024, 236 (April 30, 2023 – 236) Series C shares remained unpurchased and outstanding under the May Agreement.

The Series C shares and the accrued dividends relating to the stock are classified as temporary equity. As at January 31, 2024, the Company had 836 (April 30, 2023 – 845) Series C shares with a carrying value of $1 (April 30, 2023 - $1) and recorded accrued dividend payable of $166,756 (April 30, 2023 - $109,372) which is included in temporary equity and offset against additional paid in capital.

In addition to the Series C shares, the Company issued warrants to purchase up to 61,885,671 common shares on December 8, 2021 with a conversion price of $0.01067 per share for a period of five years and warrants to purchase up to 63,157,895 common shares on January 27, 2022 with a conversion price of $0.01045 per share for a period of five years. The fair value of the warrants was $1,228,018 based on the Black-Scholes option pricing model assuming an expected life of 5 years, volatility of 314-318%, risk-free rate of 1.2-1.7%, and no expected dividends. The fair value of the warrants was treated as a liability as it met the conditions of a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. As the fair value of the warrants were greater than the gross proceeds received on the issuance of the Series C shares, the excess difference of $228,019 was recorded in the statement of operations as a finance cost.

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Share Purchase Warrants

9 Months Ended

Jan. 31, 2024

Share Purchase Warrants [Abstract]

Share Purchase Warrants

10. Share Purchase Warrants

	Number of warrants		Weighted average exercise price $
Balance, April 30, 2023 and January 31, 2024		125,043,566		0.01

Additional information regarding share purchase warrants as of January 31, 2024 is as follows:

	Outstanding and exercisable
Range of Exercise Prices $		Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01		125,043,566	2.9

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Commitments and Contingencies

9 Months Ended

Jan. 31, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

On May 28, 2020, the Company and an unrelated party entered into equity financing agreement, whereby the investor shall invest up to $5,000,000 over the period of 36 months pursuant to a “put” option held by the Company, subject to certain limitations. The price of the common shares shall be equal to 80% of the lowest traded price during the last 10 trading days leading up to each put notice, subject to a floor of $0.001 per share. As part of the agreement, the Company issued a convertible promissory note to the unrelated party to offset transaction costs of $20,000, which was deemed as earned upon the execution of the agreement. The note is convertible into common shares of the Company at a fixed price of $0.01, which equals the lowest traded price for the common shares on the trading day preceding the execution of the note. As of January 31, 2024 and April 30, 2023, no common shares have been sold pursuant to the equity financing agreement.

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Subsequent Events

9 Months Ended

Jan. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Event

(a) On December 11, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with SensaSure Technologies, Inc. (“SSTC”), a Nevada corporation, and its subsidiary, Formation Mineral Inc. (“Merger Sub”), upon which, at the effective time of the merger, Merger Sub will be merged with and into the Company (the “Merger”). The separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation of the Merger and as a subsidiary of SSTC. At the closing, the Company’s stockholders will be entitled to receive a number of shares of SSTC capital stock having an aggregate value equal to $10,000,000. If the Merger is completed pursuant to the Merger Agreement, upon the effectiveness of the Merger, as consideration of the Merger: (i) each holder of the common shares will be entitled to receive for every 275 common shares, one share of common stock, par value $0.01 per share of SSTC; (ii) each holder of Series A shares will be entitled to receive for every 275 common shares, one share of Class A convertible preferred stock, par value $0.001 per share, of the SSTC; and (iii) each holder of Series C shares will be entitled to receive for every 0.15 shares, one share of Class B preferred stock, par value $0.001 per share, of SSTC, in each case based on the market price of the SSTC common stock of $0.75 per share, and the number of fully-diluted shares of common shares outstanding, as of February 18, 2024. If the market price of the shares of SSTC common stock or the number of fully-diluted common shares changes before the effective time of the Merger, then the terms of the Merger will remain the same, but the per share Merger consideration payable will change in accordance with the provisions of the Merger Agreement. Subject to the satisfaction or waiver of closing conditions, the Merger is expected to close in the second calendar quarter of 2024.

(b) On February 19, 2024, the Company issued 88,888,889 common shares with a fair value of $24,000 upon the conversion of 20 Series C shares.

(c) On March 20, 2024, the Company completed the sale of certain minerals located in Howard County, Texas to an unrelated third party for $272,000.

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Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,493,092)	$ (439,836)	$ (2,141,800)	$ (1,333,835)

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Insider Trading Arrangements	3 Months Ended
	Jan. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Accounting Policies, by Policy (Policies)

9 Months Ended

Jan. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

(a) Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended April 30, 2023. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned, inactive subsidiary, IP Control Risk Inc., a Nevada corporation. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

Use of Estimates

(b) Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right-of-use assets and lease liabilities, the fair value of stock-based compensation, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Basic and Diluted Net Loss per Share

(c) Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of January 31, 2024, the Company had 368,487,455 (April 30, 2023 –984,228,889) potentially dilutive common shares outstanding.

Fair Value Measurements

(d) Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the period ended January 31, 2024. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Recent Accounting Pronouncements

(e) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Right-of-Use Operating Lease Asset and Lease Liability (Tables)

9 Months Ended

Jan. 31, 2024

Right-of-Use Operating Lease Asset and Lease Liability [Abstract]

Lessee, Operating Lease, Disclosure

This lease expired on September 30, 2023.

	January 31, 2024		April 30, 2023
	$		$
Components of lease expense were as follows:
Operating lease cost		19,861		52,462
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		22,143		66,430
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets		–		19,861
Operating lease liabilities		–		21,337

	January 31, 2024			April 30, 2023
Weighted Average Remaining Lease Term
Operating leases		–			0.41 years
Weighted Average Discount Rate
Operating leases		18	%		18	%

Schedule of Future Minimum Rental Payments for Operating Leases

Maturities of lease liabilities are as follows:

	Operating Leases		Operating Leases
Year Ending April 30,
2024		–		22,143
Less: imputed interest		–		(806	)
Total		–		21,337

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Royalty Interests in Oil and Gas Properties (Tables)

9 Months Ended

Jan. 31, 2024

Royalty Interests in Oil and Gas Properties [Abstract]

Schedule of Oil and Gas Property Table

	$
Balance, April 30, 2023		1,318,506
Acquisition and exploration cost		68,881
Disposal of mineral property		(548,750	)
Depletion expense		(142,286	)
Balance, January 31, 2024		696,351

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Property and Equipment (Tables)

9 Months Ended

Jan. 31, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

	Land $			Vehicles $		Equipment $		Leasehold Improvements $		Total $
Cost
Balance, April 30, 2023		2,501,924			125,595		43,180		140,881		2,811,580
Additions		–			–		–		–		–
Disposal		(1,595,842	)		–		–		–		(1,595,842	)
Balance, January 31, 2024		906,082			125,595		43,180		140,881		1,215,738

Accumulated depreciation
Balance, April 30, 2023	–	37,679	14,558	35,220	87,457
Additions	–	18,839	6,477	21,132	46,448
Balance, January 31, 2024	–	56,518	21,035	56,352	133,905
Balance, April 30, 2023	2,501,924	87,916	28,622	105,661	2,724,123
Balance, January 31, 2024	906,082	69,077	22,145	84,529	1,081,833

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Preferred Shares (Tables)

9 Months Ended

Jan. 31, 2024

Preferred Shares [Abstract]

Schedule of Series C Shares Activities

Series C shares activities for the nine months ended January 31, 2024 are as follows:

Balance April 30, 2023	845
Series C preferred stock issued	106
Series C preferred stock converted into common shares	(115	)
Balance January 31, 2024	836

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Share Purchase Warrants (Tables)

9 Months Ended

Jan. 31, 2024

Share Purchase Warrant [Abstract]

Schedule of Share Purchase Warrants

	Number of warrants		Weighted average exercise price $
Balance, April 30, 2023 and January 31, 2024		125,043,566		0.01

Schedule of Additional Information Regarding Share Purchase Warrants

Additional information regarding share purchase warrants as of January 31, 2024 is as follows:

	Outstanding and exercisable
Range of Exercise Prices $		Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01		125,043,566	2.9

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Nature of Operations and Continuance of Business (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2023
Nature of Operations and Continuance of Business [Abstract]
Net loss	$ (1,493,092)	$ (439,836)	$ (2,141,800)	$ (1,333,835)
Net Cash Provided by (Used in) Operating Activities			(943,209)	$ (717,018)
Retained Earnings (Accumulated Deficit)	$ (18,174,870)		$ (18,174,870)		$ (16,033,070)

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Summary of Significant Accounting Policies (Details) - shares	9 Months Ended	12 Months Ended
	Jan. 31, 2024	Apr. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Dilutive common shares outstanding	368,487,455	984,228,889

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Right-of-Use Operating Lease Asset and Lease Liability (Details) - USD ($)	Mar. 11, 2021	Jan. 31, 2024	Apr. 30, 2023
Right-of-Use Operating Lease Asset and Lease Liability [Abstract]
Right-of-use asset and lease liability	$ 122,120
Incremental borrowing rate		18.00%	18.00%
Lease expired term	Sep. 30, 2023

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Right-of-Use Operating Lease Asset and Lease Liability (Details) - Lessee, Operating Lease, Disclosure - USD ($)	9 Months Ended	12 Months Ended
	Jan. 31, 2024	Apr. 30, 2023
Components of lease expense were as follows:
Operating lease cost	$ 19,861	$ 52,462
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	22,143	66,430
Operating Leases
Operating lease right-of-use assets		19,861
Operating lease liabilities		$ 21,337
Weighted Average Remaining Lease Term
Weighted average remaining lease term, Operating leases		4 months 28 days
Weighted Average Discount Rate
Weighted average discount rate, Operating leases	18.00%	18.00%

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Right-of-Use Operating Lease Asset and Lease Liability (Details) - Schedule of Future Minimum Rental Payments for Operating Leases - USD ($)	Jan. 31, 2024	Apr. 30, 2023
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract]
2024		$ 22,143
Less: imputed interest		(806)
Total		$ 21,337

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Royalty Interests in Oil and Gas Properties (Details) - USD ($)		1 Months Ended
	Nov. 01, 2023	Jun. 19, 2023
Royalty Interests in Oil and Gas Properties [Abstract]
Percentage of purchase and sale of agreement	100.00%	55.00%
Cash consideration	$ 150,000	$ 398,750

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Royalty Interests in Oil and Gas Properties (Details) - Schedule of Oil and Gas Property Table	9 Months Ended
	Jan. 31, 2024 USD ($)
Schedule of Oil and Gas Property [Abstract]
Balance	$ 1,318,506
Acquisition and exploration cost	68,881
Disposal of mineral property	(548,750)
Depletion expense	(142,286)
Balance	$ 696,351

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Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	9 Months Ended
	Jan. 31, 2024	Apr. 30, 2023
Property, Plant and Equipment [Line Items]
Cost, Beginning balance	$ 2,811,580
Accumulated depreciation, Beginning balance	87,457
Additions
Disposal	(1,595,842)
Cost, Ending balance	1,215,738
Additions	46,448
Accumulated depreciation,Ending balance	133,905
Accumulated depreciation, balance	1,081,833	$ 2,724,123
Land [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning balance	2,501,924
Accumulated depreciation, Beginning balance
Additions
Disposal	(1,595,842)
Cost, Ending balance	906,082
Additions
Accumulated depreciation,Ending balance
Accumulated depreciation, balance	906,082	2,501,924
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning balance	125,595
Accumulated depreciation, Beginning balance	37,679
Additions
Disposal
Cost, Ending balance	125,595
Additions	18,839
Accumulated depreciation,Ending balance	56,518
Accumulated depreciation, balance	69,077	87,916
Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning balance	43,180
Accumulated depreciation, Beginning balance	14,558
Additions
Disposal
Cost, Ending balance	43,180
Additions	6,477
Accumulated depreciation,Ending balance	21,035
Accumulated depreciation, balance	22,145	28,622
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning balance	140,881
Accumulated depreciation, Beginning balance	35,220
Additions
Disposal
Cost, Ending balance	140,881
Additions	21,132
Accumulated depreciation,Ending balance	56,352
Accumulated depreciation, balance	$ 84,529	$ 105,661

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Convertible Loans (Details) - USD ($)					9 Months Ended
	Oct. 04, 2023	Mar. 02, 2023	Jan. 09, 2023	Jan. 09, 2023	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2023
Convertible Loans (Details) [Line Items]
Legal fees		$ 26,672
Repayment of convertible loan					$ 293,438	$ 140,140
Repayment comprised of principal					32,583
Convertible loans payable					65,167		$ 260,855
Convertible Loan Agreement [Member]
Convertible Loans (Details) [Line Items]
Convertible loan amount			$ 71,960	$ 71,960
Original issuance discount			7,710	7,710
Legal fees			4,250	4,250
Interest charges			$ 8,635
Monthly repayment				$ 8,060
Trading days				10
Accrued interest					3,584
Convertible Loan Agreement [Member] | Maximum [Member]
Convertible Loans (Details) [Line Items]
Interest rate				150.00%
Convertible Loan Agreement [Member] | Minimum [Member]
Convertible Loans (Details) [Line Items]
Interest rate		75.00%		75.00%
Additional Convertible Loan Agreement [Member]
Convertible Loans (Details) [Line Items]
Convertible loan amount	$ 97,750	$ 225,874
Original issuance discount	12,750	24,202
Legal fees	17,750
Interest charges	10,753	27,104
Monthly repayment	$ 12,056	$ 25,298
Trading days	10	10
Additional Convertible Loan Agreement [Member] | Maximum [Member]
Convertible Loans (Details) [Line Items]
Interest rate	150.00%	150.00%
Additional Convertible Loan Agreement [Member] | Minimum [Member]
Convertible Loans (Details) [Line Items]
Interest rate	75.00%
Convertible Loan [Member]
Convertible Loans (Details) [Line Items]
Repayment of convertible loan					36,167
Convertible Debenture [Member]
Convertible Loans (Details) [Line Items]
Accrued interest remains outstanding					$ 7,168

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Related Party Transactions (Details) - USD ($)		3 Months Ended	9 Months Ended
	Dec. 31, 2023	Jan. 31, 2024	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2023
Related Party Transactions [Line Items]
Disposal of property		$ (1,070,842)	$ (1,070,842)
Board of Directors Chairman [Member]
Related Party Transactions [Line Items]
Loan balance	$ 525,000
Related Party [Member]
Related Party Transactions [Line Items]
Due to related party		$ 80,503	$ 80,503		$ 42,000

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Common Shares (Details) - USD ($)							9 Months Ended
	Jan. 04, 2024	Dec. 11, 2023	Nov. 13, 2023	Sep. 07, 2023	Jul. 10, 2023	May 23, 2023	Jan. 31, 2024	Nov. 20, 2023	Apr. 30, 2023	Dec. 03, 2021
Common Shares (Details) [Line Items]
Common shares authorized							5,000,000,000		5,000,000,000
Par value per share (in Dollars per share)		$ 0.001					$ 0.001		$ 0.001
Common stock, shares issued			86,666,667	72,000,000	70,000,000	70,000,000	1,931,932,723	1,300,000	1,543,077,167
Fair value of consulting services (in Dollars)								$ 519
Issued shares	88,888,889	275
Series C Preferred Stock [Member]
Common Shares (Details) [Line Items]
Conversion of shares	20		26	21	21	21
Par value (in Dollars per share)						$ 0.001				$ 1,000
Issued shares							106

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Preferred Shares (Details) - USD ($)						3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 04, 2024	Dec. 11, 2023	May 24, 2022	May 22, 2022	Dec. 03, 2021	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2023	May 23, 2023	Jan. 27, 2022	Dec. 08, 2021
Preferred Shares [Line Items]
issuance shares	88,888,889	275
Issued, net (in Dollars)						$ 88,000	$ 76,000	$ 99,000	$ 370,000
Net of issuance and transaction costs (in Dollars)						6,000		7,000	4,000
Temporary equity (in Dollars)						$ 166,757		$ 166,757		$ 109,373
Warrant term												5 years
Conversion price (in Dollars per share)						$ 0.01		$ 0.01
Excepted life								5 years
Risk free interest rate maximum								1.70%
Gross proceeds of warrants (in Dollars)								$ 228,019
Common Stock [Member]
Preferred Shares [Line Items]
Issued, net (in Dollars)
Net of issuance and transaction costs (in Dollars)
Minimum [Member]
Preferred Shares [Line Items]
Volatility, percentage								314.00%
Risk free interest rate minimum								1.20%
Maximum [Member]
Preferred Shares [Line Items]
Volatility, percentage								318.00%
Warrant [Member]
Preferred Shares [Line Items]
Warrant term													5 years
Series A Preferred Stock
Preferred Shares [Line Items]
Preferred Stock, Shares Authorized						500,000		500,000		500,000
Preferred stock, par value (in Dollars per share)						$ 0.001		$ 0.001		$ 0.001
Common shares								1
Common stock, voting shares								10,000
Series C Preferred Stock
Preferred Shares [Line Items]
Preferred stock, par value (in Dollars per share)					$ 1,000						$ 0.001
Temporary equity, shares authorized						7,600		7,600		7,600
issuance shares								106
Issued, net (in Dollars)								$ 99,000
Annual dividend payments, percentage				8.00%	10.00%
Fair value amount (in Dollars)					$ 40,000
Conversion shares								115
Net of issuance and transaction costs (in Dollars)								$ 7,000
Option issued (in Dollars)				$ 250,000
Temporary equity share issued						836		836		845
Temporary equity (in Dollars)						$ 1		$ 1		$ 1
Issued warrants													61,885,671
Conversion price per share (in Dollars per share)													$ 0.01067
Conversion price (in Dollars per share)												$ 0.01045
Series C Preferred Stock | Common Stock [Member]
Preferred Shares [Line Items]
Conversion shares								387,555,556
Series C Preferred Stock | Warrant [Member]
Preferred Shares [Line Items]
Issued warrants												63,157,895
Fair value warrants (in Dollars)								$ 1,228,018
Series C Preferred Stock | Preferred Stock [Member]
Preferred Shares [Line Items]
Temporary equity, shares authorized						7,600		7,600
Series C Preferred Stock
Preferred Shares [Line Items]
Temporary equity (in Dollars)						$ 166,756		$ 166,756		$ 109,372
December Agreement [Member] | Series C Preferred Stock
Preferred Shares [Line Items]
issuance shares								600		609
May Agreement [Member] | Series C Preferred Stock
Preferred Shares [Line Items]
issuance shares			250					236		236
Securities Purchase Agreement [Member] | Series C Preferred Stock
Preferred Shares [Line Items]
issuance shares					1,000
Issued, net (in Dollars)					$ 1,000,000

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Preferred Shares (Details) - Schedule of Series C Shares Activities - Series C Preferred Stock	9 Months Ended
	Jan. 31, 2024 shares
Schedule of Series C Shares Activities [Line Items]
Beginning balance	845
Series C preferred stock issued	106
Series C preferred stock converted into common shares	(115)
Ending balance	836

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Share Purchase Warrants (Details) - Schedule of Share Purchase Warrants	Jan. 31, 2024 $ / shares shares
Schedule of Share Purchase Warrants [Abstract]
Number of warrants | shares	125,043,566
Weighted average exercise price | $ / shares	$ 0.01

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Share Purchase Warrants (Details) - Schedule of Additional Information Regarding Share Purchase Warrants - Share Purchase Warrants [Member]	9 Months Ended
	Jan. 31, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices | $ / shares	$ 0.01
Outstanding and exercisable Number of Warrants | shares	125,043,566
Outstanding and exercisable Weighted Average Remaining Contractual Life (years)	2 years 10 months 24 days

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Commitments and Contingencies (Details) - USD ($)		9 Months Ended
	May 28, 2020	Jan. 31, 2024	Jan. 31, 2023
Commitments and Contingencies [Abstract]
Investment Owned, Balance, Principal Amount (in Dollars)	$ 5,000,000
Lowest traded price	$ 80
Number of trading days	10 years
Floor price	$ 0.001
Unrelated party transaction costs (in Dollars)	$ 20,000	$ 605,503	$ 20,000
Convertible common share price	$ 0.01

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Subsequent Events (Details) - USD ($)				3 Months Ended		9 Months Ended
	Feb. 19, 2024	Jan. 04, 2024	Dec. 11, 2023	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	May 23, 2023	Apr. 30, 2023	Dec. 03, 2021
Subsequent Events (Details) [Line Items]
Aggregate value (in Dollars)				$ 88,000	$ 76,000	$ 99,000	$ 370,000
Common shares issued (in Shares)		88,888,889	275
Par value per share			$ 0.001	$ 0.001		$ 0.001			$ 0.001
Share issued price per shares			0.75
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Par value per share			0.01
Series C Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Aggregate value (in Dollars)						$ 99,000
Common shares issued (in Shares)						106
Share issued price per shares			0.15
Par value per share								$ 0.001		$ 1,000
Conversion shares (in Shares)						115
Class B Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Par value per share			$ 0.001
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate value (in Dollars)	$ 24,000
Common shares issued (in Shares)	88,888,889
Sale of minerals to third party (in Dollars)	$ 272,000
Subsequent Event [Member] | Series C [Member]
Subsequent Events (Details) [Line Items]
Conversion shares (in Shares)	20
Merger Agreement [Member] | Common Stock [Member]
Subsequent Events (Details) [Line Items]
Aggregate value (in Dollars)			$ 10,000,000
Common shares issued (in Shares)			275