10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended July 31, 2020 

[   ] 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.)

5 Cowboys Way, Suite 300

Frisco Texas 75034

(Address of principal executive offices)

(972) 217-4080

(Registrant's telephone number)

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.

[X] Yes [   ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). [X] 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	[X]	Smaller reporting company	[X]
(Do not check if smaller reporting company)		Emerging growth company	[   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] Yes [X] No

As of September 21, 2020 there were 42,459,078 shares of the registrant's $0.001 par value common stock issued and outstanding.

1

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amended 10-Q”) of Verde Bio Holdings, Inc., a Nevada corporation (the “Company”) amends the Company’s Quarterly Report on Form 10-Q for the three-month period ended July 31, 2020 (the “Original 10-Q”), which was filed with the Securities and Exchange Commission (the “SEC”) on September 21, 2020. The Company is filing this Amended 10-Q to correct a typographical error in one of the notes to the Condensed Consolidated Interim Financial Statements.  Note 5(g) to the Notes to the Condensed Consolidated Interim Financial Statements is hereby amended as follows:  

(g)On September 28, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on September 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $7,833 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2020, the Company recorded $nil (2020 - $nil) principal penalty. As at July 31, 2020, the loan was in default, the carrying value of the note was $36,666 (April 30, 2020 - $36,666), and the unamortized total discount was $nil (April 30, 2020 - $nil).

Included in the convertible debenture agreement is a back end note for up to $33,333 (with the same amount of proceeds, original issue discount, maturity date, interest rate and conversion terms as the convertible debenture mentioned above).  As of April 30, 2020, and at the date of filing, no proceeds have been received on the back-end note.

As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are included in this Amended 10-Q.

Except as described above, no other amendments have been made to the Original 10-Q. This Amended 10-Q does not reflect events that occurred after the date of the Original 10-Q, and except as described above, the Company has not modified or updated disclosures contained in the Original 10-Q to reflect any events that occurred after the date of the Original 10-Q.

2

VERDE BIO HOLDINGS, INC.*

TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4.	MINE SAFETY DISCLOSURES	8
ITEM 5.	OTHER INFORMATION	8
ITEM 6.	EXHIBITS	9

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q 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 in this report to "Company", "VBH", "we", "us" and "our" are references to Verde Bio Holdings, Inc.

3

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Financial Statements

For the Three Months Ended June 31, 2020

Condensed Consolidated Balance Sheets (unaudited)	F-1
Condensed Consolidated Statements of Operations (unaudited)	F-2
Condensed Statement of Stockholders Deficit (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows (unaudited)	F-4
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)	F-5

4

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

	July 31, 2020 $	April 30, 2020 $
	(unaudited)
ASSETS
Current Assets
Cash	2,779	1,631
Total Assets	2,779	1,631
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	348,753	333,034
Due to related parties	43,288	19,056
Convertible debentures, net of unamortized discount of $70,541 and $95,057, respectively	600,251	564,725
Notes payable	54,043	31,126
Derivative liability	1,973,082	1,605,568
Convertible preferred Series B stock liability	583,000	583,000
Total Liabilities	3,602,417	3,136,509
STOCKHOLDERS’ DEFICIT
Preferred stock - 10,000,000 authorized shares with a par value of $0.001 per share Convertible Preferred Series A: Issued and outstanding:  500,000 shares, respectively	500	500
Common stock – 5,000,000,000 authorized shares with a par value of $0.001 per share Issued and outstanding: 30,009,078 and 1,829,867 shares, respectively	30,009	1,830
Additional paid-in capital	4,787,145	4,384,537
Subscriptions Payable	15,000	-
Accumulated deficit	(8,432,292)	(7,521,745)
Total Stockholders’ Deficit	(3,599,638)	(3,134,878)
Total Liabilities and Stockholders’ Deficit	2,779	1,631

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

F-1

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

	For the three months ended July 31, 2020 $	For the three months ended July 31, 2019 $
Operating Expenses
(Recovery) bad debt	–	(1,569)
Consulting fees	40,800	–
General and administrative	62,092	2,217
Professional fees	34,670	10,109
Management fees	204,000	33,000
Total Operating Expenses	341,562	43,757
Operating Income (Loss)	(341,562)	(43,757)
Other Income (Expenses)
Loss on change in fair value of derivative liability	(471,266)	(27,005)
Interest expense	(96,717)	(25,363)
Gain (loss) on extinguishment of debt	(1,002)	(290,303)
Total Other Income (Expenses)	(568,985)	(342,671)
Net Loss	(910,547)	(386,428)
Net Loss Per Share, Basic and Diluted	(0.04)	(0.36)
Weighted Average Shares Outstanding – Basic and Diluted	22,370,654	1,080,072

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

F-2

VERDE BIO HOLDINGS, INC.

Consolidated Statement of Stockholders Deficit

(Expressed in US dollars)

For the three months ended July 31, 2019 and 2020

(unaudited)

	Series A Preferred Stock		Common Stock		Additional Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$
Balance – April 30, 2019	500,000	500	1,074,255	1,074	3,938,057	(5,946,338)	(2,006,707)
Shares issued upon conversion of notes payable	-	-	107,110	107	156,272	-	156,379
Net loss	–	–	–	–	–	(386,428)	(386,428)
Balance – July 31, 2019	500,000	500	1,181,365	1,181	4,094,329	(6,332,766)	(2,236,756)

	Preferred Stock		Common Stock		Additional	Subscriptions	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Payable	Deficit	Total
	#	$	#	$	$	$	$	$
Balance – April 30, 2020	500,000	500	1,829,867	1,830	4,384,537	–	(7,521,745)	(3,134,878)
- shares	–	–	76	–	–	–	–	–
Shares issued for management and consulting fees	–	–	24,500,000	24,500	225,400	–	–	249,900
Shares issued upon conversion of notes payable	–	–	2,429,135	2,429	133,958	–	–	136,387
Shares issued for cash	–	–	1,250,000	1,250	23,750	–	–	25,000
Beneficial conversion feature on convertible debt	–	–	–	–	19,500	–	–	19,500
Subscriptions payable	–	–	–	–	–	15,000	–	15,000
Net loss	–	–	–	–	–	–	(910,547)	(910,547)
Balance – July 31, 2020	500,000	500	30,009,078	30,009	4,787,145	15,000	(8,432,292)	(3,599,638)

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

F-3

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Statements of Cashflow

(Expressed in US dollars)

(unaudited)

	For the three months ended July 31, 2020 $	For the three months ended July 31, 2019 $
Operating Activities
Net Loss	(910,547)	(386,428)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of discount on convertible debt payable	44,016	20
Conversion penalties related to conversion of convertible note	500	500
Loss  on change in fair value of derivative liability	471,266	27,005
Preferred shares issued for management fees	–	33,000
Loss on settlement of debt	1,002	290,303
Commitment fee for equity purchase agreement	20,000	–
Shares issued for management and consulting fees	249,900	–
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	37,862	26,304
Due to related parties	24,232	–
Net Cash Used In Operating Activities	(61,769)	(9,296)
Financing Activities
Proceeds from issuance of common stock	25,000	–
Proceeds from subscriptions payable	15,000	–
Proceeds from issuance of PPP Loan – SBA	22,917	–
Net Cash Provided by Financing Activities	62,917	–
Increase (decrease) in Cash	1,148	(9,296)
Cash – Beginning of Period	1,631	23,752
Cash – End of Period	2,779	14,456
Supplemental Disclosures
Interest paid	–	–
Income tax paid	–	–
Non-cash investing and financing activities
Beneficial conversion feature	19,500	–
Common stock issued for conversion of convertible debentures	136,387	156,379
Series B preferred shares issued for settlement of accounts and notes payable	–	550,000

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

F-4

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

1.Nature of Operations and Continuance of Business 

Verde Bio Holdings Inc. (formerly Appiphany Technologies Holdings Corp.) (the “Company”) was incorporated in the State of Nevada on February 24, 2010. Currently, the Company is in the business of oil and gas exploration and investment.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.

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. As at July 31, 2020, the Company has not recognized significant revenue, has a working capital deficit of $3,599,638, and has an accumulated deficit of $8,432,292. 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. The Company will continue to rely on equity sales of its common shares in order to continue to fund 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 are issued.  These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.Summary of Significant Accounting Policies 

(a)Basis of Presentation and Principles of Consolidation 

The accompanying unaudited interim 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 year ended April 30, 2020. These interim condensed consolidated financial statements have been prepared on the same basis as the annual 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 interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US 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 subsidiary, IP Control Risk Inc., a company incorporated in the State of Nevada, United States. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b)Use of Estimates 

The preparation of financial statements in conformity with US 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, fair value and estimated useful life of long-lived assets, fair value of convertible debentures,

F-5

F-6

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued)   

derivative liabilities, 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 July 31, 2020, the Company had 83,348,239 (July 31, 2019 – 3,658,450) 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. generally accepted accounting principles. 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, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. 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

F-7

significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.  

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued)   

The following table presents assets and liabilities that are measured and recognized at fair value as of July 31, 2020 and April 30, 2020 on a recurring basis:

July 31, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,973,082)		(471,266)

April 30, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,605,568)		(794,930)

(a)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.Related Party Transactions   

During the three months ended July 31, 2020, the Company incurred $204,000 (2019 - $nil) in management fees to the President and Director of the Company which was paid in convertible common shares (see note 8).

During the three months ended July 31, 2020, the Company incurred $nil (2019 - $33,000) in management fees to the former President and Director of the Company, which was paid in Convertible Preferred Series B shares (see Note 7).

As at July 31, 2020, the Company owed the President and Director of the Company $43,288 (2019 - $nil). The amount is non-interest bearing and due on demand.

F-8

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

4.Notes Payable  

(a) As at July 31, 2020, the Company owed $3,626 (April 30, 2020 - $3,626) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bear interest at 6% per annum, and were due on July 31, 2016. The notes bear a default interest rate of 18% per annum.   

(b)  As at July 31, 2020, the Company owed $10,000 (April 30, 2020 - $10,000) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on July 6, 2017. The note bears a default interest rate of 12% per annum. 

(c)As at July 31, 2020, the Company owed $2,500 (April 30, 2020 - $2,500) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on February 1, 2018. The note bears a default interest rate of 12% per annum. 

(d)As at July 31, 2020, the Company owed $15,000 (April 30, 2020 - $15,000) in notes payable to a non-related party. The note payable was issued as a commitment fee and was recorded to additional paid-in capital. Under the terms of the note, the amount is unsecured, bears interest at 8% per annum, and was due on September 15, 2017. The note bears a default interest rate of 20% per annum. 

(e)On May 7, 2020, the Company received $22,917 (April 30, 2020 - $nil) in notes payable to a non-related party. The note payable was issued as a Small Business Administration Paycheck Protection from Wells Fargo SBA Lending. Under the terms of the note, the amount is unsecured, bears fixed interest at 1% per annum, and is due on May 07, 2022.  

5.Convertible Debentures   

(a)On February 13, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $105,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $94,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on November 13, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil (2019 - $1,020 in penalties that were added to the principal balance of the note. During the three months ended July 31, 2020, the Company issued 1,115,335 shares of common stock for the conversion of $8,990 principal and $7,740 of accrued interest and the loan was fully converted.  

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $105,000, of which $20,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $105,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $nil (April 30, 2020 - $8,990), and the unamortized total discount was $nil (2020 - $nil).

On February 24, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum pre-default and 20% per annum thereafter, and was due on November 30, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note.

F-9

(b)

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued) 

During the three months ended July 31, 2020, the Company incurred a $nil (year ended April 30, 2020 - $nil) default fee on the note.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging. As at July 31, 2020, the loan was in default and the carrying value of the note was $93,965 (April 30, 2020 - $93,965).

(c)On May 9, 2017, the Company issued a convertible debenture, to a non-related party, totaling $36,450. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on February 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the three months ended July 31, 2020, the Company incurred $nil (year ended April 30, 2020 - $nil) in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,450, of which $6,450 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $36,450. As at July 31, 2020, the loan was in default and the carrying value of the note was $64,352 (April 30, 2020 - $64,352).

(d)On June 28, 2017, the Company issued a convertible debenture, to a non-related party, totaling $57,250. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price and proceeds received was $49,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on March 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default, the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $57,250, of which $7,750 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $57,250. During the three months ended July 31, 2020, the Company issued 1,313,800 shares of common stock for the conversion of $5,412 of accrued interest and $500 of conversion fees and finance costs. During the year ended April 30, 2020, the Company issued 417,948 shares of common stock for the conversion of $18,044 of the accrued interest and $3,000 of conversion fees and finance costs. As at July 31, 2020, the loan was in default and the carrying value of the note was $55,341 (April 30, 2020 - $55,341).

On July 19, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $28,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12%

F-10

(c)

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued) 

per annum, and was due on July 19, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default, the interest rate increases to 24%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $5,333 of the discount resulted from debt issuance costs. The carrying value of the convertible note was be accreted over the term of the convertible note up to the face value of $33,333.

During the year ended April 30, 2020, the Company issued 377,664 shares of common stock for the conversion of $8,196 of the note and $3,212 of accrued interest. As at July 31, 2020, the loan was in default, the carrying value of the note was $1,203 (April 30, 2020 - $1,203), and the unamortized total discount was $nil (April 30, 2020 - $nil).

Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note (with the same terms as the convertible debenture mentioned above).  As of July 31, 2020, and at the date of filing, no proceeds have been received on the collateralized secured promissory note or the back-end note.

(f)On October 4, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $36,000, which was the first tranche of a convertible debenture totaling $102,000 (the “October 4, 2017 agreement”). Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on July 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $11,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $36,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $57,910 (April 30, 2020 - $57,910), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(g)On September 28, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on September 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note

F-11

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued) 

payable of $33,333, of which $7,833 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2020, the Company recorded $nil (2020 - $nil) principal penalty. As at July 31, 2020, the loan was in default, the carrying value of the note was $36,666 (April 30, 2020 - $36,666), and the unamortized total discount was $nil (April 30, 2020 - $nil).

Included in the convertible debenture agreement is a back end note for up to $33,333 (with the same amount of proceeds, original issue discount, maturity date, interest rate and conversion terms as the convertible debenture mentioned above).  As of April 30, 2020, and at the date of filing, no proceeds have been received on the back-end note.

(h)On November 8, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000, which was the second tranche of the October 4, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on August 8, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $53,084 (April 30, 2020 - $53,084), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(i)On December 26, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000, which was the final tranche of the October 4, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on September 26, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $53,084 (April 30, 2020 - $53,084), and the unamortized total discount was $nil (April 30, 2020 - $nil).

F-12

(j)On March 15, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $36,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% 

F-13

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued) 

per annum (20% default interest rate), and is due on December 15, 2019. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $6,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $57,995 (April 30, 2020 - $57,995), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(k)On September 12, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000. Pursuant to the agreement, the note was issued with an original issue discount of $3,000 and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on June 12, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.078. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $30,462 as additional paid-in capital and reduced the carrying value of the convertible note to $2,538. The carrying value will be accreted over the term of the convertible notes up to their face value of $33,000. In the event of default, the conversion price decreases to 45% of the lowest trading price of the Company’s common stock of the twenty prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.  

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000.  The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at July 31, 2020, the due date of the loan had been extended to June 12, 2021, the carrying value of the note was $33,000 (April 30, 2020 - $20,897), and the unamortized total discount was $nil (April 30, 2020 - $12,103). During the three months ended July 31, 2020, the Company recorded accretion expense of $12,103 (2020 - $nil).

(l)On November 13, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $28,193. Pursuant to the agreement, the note was issued with an original issue discount of $2,563 and as such the purchase price was $25,630. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on August 13, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $18,795 as additional paid-in capital and reduced the carrying value of the convertible note to $9,398. The carrying value will be accreted over the term of the convertible notes up to their face value of $28,193. 

As at July 31, 2020, the carrying value of the convertible notes was $27,153 (April 30, 2020 - $18,852) and had an unamortized discount of $1,040 (April 30, 2020 - $9,341). During the three months ended July 31, 2020, the Company recorded accretion expense of $8,301 (2020 - $nil).

F-14

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued) 

(m)On January 14, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $35,000. Pursuant to the agreement, the note was issued with an original issue discount of $5,000 and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on October 14, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.06. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.  

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $23,333 as additional paid-in capital and reduced the carrying value of the convertible note to $11,667. The carrying value will be accreted over the term of the convertible notes up to their face value of $35,000.

As at July 31, 2020, the carrying value of the convertible notes was $25,823 (April 30, 2020 - $17,983) and had an unamortized discount of $9,177 (April 30, 2020 - $17,017). During the three months ended July 31, 2020, the Company recorded accretion expense of $7,840 (2020 - $nil).

(n)On January 23, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $68,000. Pursuant to the agreement, the note was issued with an original issue discount of $8,000 and as such the purchase price was $60,000. On January 23, 2020, the Company received the first tranche totaling $30,000 and recognized an original issue discount of $4,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on October 23, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $22,667 as additional paid-in capital and reduced the carrying value of the convertible note to $11,333. The carrying value will be accreted over the term of the convertible notes up to their face value of $34,000. 

As at July 31, 2020 the carrying value of the convertible notes was $24,250 (April 30, 2020 - $16,836) and had an unamortized discount of $9,750 (April 30, 2020 - $17,164). During the three months ended July 31, 2020, the Company recorded accretion expense of $7,414 (2020 - $nil).

(o)On March 25, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $13,000. Pursuant to the agreement, the note was issued with an original issue discount of $3,000 and as such the purchase price was $10,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on December 25, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.018. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. 

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $12,500 as additional paid-in capital and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible notes up to their face value of $13,000.

As at July 31, 2020, the carrying value of the convertible note was $2,321 (April 30, 2020 - $849) and had an unamortized discount of $10,679 (April 30, 2020 - $12,151). During three months ended July 31, 2020, the Company recorded accretion expense of $1,472 (2020 - $nil).

F-15

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued) 

(p) On May 28, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $20,000 as a financing fee related to the Equity Purchase Agreement discussed in Note 10. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on February 28, 2021. The debenture is convertible into common shares of the Company at a conversion price $0.01. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $19,500 as additional paid-in capital and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible notes up to their face value of $20,000.

As at July 31, 2020, the carrying value of the convertible note was $1,079 (April 30, 2020 - $nil) and had an unamortized discount of $18,921 (April 30, 2020 - $nil). During the three months ended July 31, 2020, the Company recorded accretion expense of $579 (2020 - $nil).

(q) On March 4, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $34,000. Pursuant to the agreement, the note was issued with an original issue discount of $4,250 and as such the purchase price was $29,750. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on December 4, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $29,750 as additional paid-in capital and reduced the carrying value of the convertible note to $4,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $34,000.

As at July 31, 2020, the carrying value of the convertible note was $13,026 (April 30, 2020 - $6,720) and had an unamortized discount of $20,974 (April 30, 2020 - $27,280). During the three months ended July 31, 2020, the Company recorded accretion expense of $6,306 (2020 - $nil).

6.Derivative Liability   

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Binomial model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the three months ended July 31, 2020, the Company recorded a loss on the change in fair value of derivative liability of $471,266 (July 31, 2019 – gain of $27,005). As at July 31, 2020, the Company recorded a derivative liability of $1,973,082 (April 30, 2020 - $1,605,568).

F-16

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

6.Derivative Liability (continued)   

A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2020	1,605,568
Adjustment for conversion	(103,752)
Mark to market adjustment at July 31, 2020	471,266
Balance, July 31, 2020	1,973,082

7.Convertible Preferred Series B Stock Liability  

On June 13, 2019, the Company designated 1,000,000 shares of preferred stock as Series B. The holders of Series B preferred shares are not entitled to receive dividends except as may be declared by the Board at its sole and absolute discretion. Each Series B preferred share is convertible into common shares according to the following formula: the Stated Value of $1.10 per share of Series B preferred stock divided by the closing price of the Common Stock on the day prior to the conversion. Holders of Series B preferred stock shall not have voting rights.

On June 17, 2019, the Company issued 530,000 shares of Series B preferred stock, at a value of $583,000 based on the stated value of $1.10 per share, in exchange for the settlement of accounts payable of $266,523, notes payable of $990, accrued interest of $535, management fees of $33,000. The transaction resulted in a loss on settlement of debt of $281,952.  Because the Series B shares represent an unconditional obligation that the Company must or may settle in a variable number of its equity shares and the monetary value of the obligation is predominantly based on a fixed monetary amount ($1.10 worth of common stock), the 530,000 shares with a balance of $583,000 is recorded as a liability on the balance sheet.

8.Common Shares  

Authorized: 5,000,000,000 common shares with a par value of $0.01 per share.

On February 14, 2020, the Company effected a reverse stock split on basis of 1 new common share for every 100 old common shares. The impact of these reverse stock split has been applied on a retroactive basis to all periods presented.

On May 22, 2020, the company issued 20,000,000 common shares with par value of $20,000 for management services to the President and Director of the Company.

On May 22, 2020, the Company issued 4,000,000 common shares with the par value of $4,000 for consulting services.

On May 22, 2020, the Company issued 500,000 common shares with the par value of $500 for legal services.

On June 5, 2020, the Company issued 1,313,800 common shares with a fair value of $92,097 for the conversion of $5,412 of accrued interest, conversion fees of $500 and derivative liability of $82,030 and resulting in gain on settlement of debt of $4,155.

On June 5, 2020, the company issued 91,300 common shares with a fair value of $6,400 for the conversion of $1,370 accrued interest, conversion fees of $nil and derivative liability of $5,031 and resulting in gain on settlement of debt of $nil.

F-17

VERDE BIO HOLDINGS, INC.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

8.Common Shares (continued) 

On June 29, 2020, the company issued 1,024,035 common shares with a fair value of $37,889 for the conversion of $8,990 of convertible notes payable, accrued interest of $6,370 and derivative liability of $25,681 and gain on settlement of debt of $3,152.

On June 10, 2020, the company issued 250,000 common shares as private placement with the par value of $250 and received proceeds of $5,000.

On July 1, 2020, the company issued 1,000,000 common shares as private placement with the par value of $1,000 and received proceeds of $20,000.

As at July 31, 2020, the Company received $15,000 for 750,000 shares. Due to the fact that shares have not been issued as July 31, 2020, this transaction has been recorded as subscription payable on the balance sheet. See note 11.

9.Preferred Shares   

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Convertible Preferred Series A stock

On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible at a factor of 10,000 Series A shares for one common share.  Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.  

Convertible Preferred Series B stock – see Note 7.

10.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 of common stock over a 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 10 trading days leading up to each put notice, subject to a floor of $0.04 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 stock of the Company at a fixed price of $0.01, which equals the lowest traded price for the common stock on the trading day preceding the execution of the note (see Note 5(p)).  As of July 31, 2020, no common shares have been sold pursuant to the equity financing agreement.

On February 5, 2020, the Company signed a joint venture agreement (the “Joint Venture”) for a 25% share in the Hemp seed and genetics industry. The Company has committed to contribute $300,000 to the joint venture on a to be mutually agreed upon schedule. Additionally, the Company will issue 1,500,000 common shares to the other members of the joint venture as compensation for their initial contributions. On May 11, 2020, the Joint Venture was cancelled.

11.  Subsequent Events 

On August 10, 2020, the Company issued 11,250,000 common shares of the Company, of which $15,000 was received as at July 31, 2020.

VERDE BIO HOLDINGS, INC.

F-18

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

11.  Subsequent Events (continued)

On August 17, 2020, GHS Investments, LLC (“GHS”) elects to exercise its conversion right pursuant to $69,900 convertible note dated May 9, 2017. With conversion right, the GHS agreed to convert the accrued interest of $9,060 into 1,200,000 free trading shares of common stock of Verde Bio Holdings Inc.

On July 19, 2020, the Company signed a purchase agreement for a 50% right, title and interest to certain oil and gas properties for consideration of $200,000 payable via shares of the Company. The agreement was closed on August 10, 2020 with the issuance of 10,000,000 common shares of the Company.

On September 10, 2020, the Company issued a convertible promissory note to an unrelated party for $35,000. Pursuant to the agreement, the note was issued with a 10% original issue discount and with $2,000 being withheld by the Holder to offset transaction costs. As such the purchase price was $29,500. The note is convertible into common stock of the Company at $0.0132, which equals 60% multiplied by the lowest Trading Price for the Common Stock on the Trading Day preceding the execution of the note. The promissory note shall bear interest at 10% per annum and is due on June 10, 2021.

Subsequent to July 31, 2020, the Company received $22,000 in advances from a related party. The amount advanced is unsecured, non-interest bearing, and due on demand.

F-19

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	July 31, 2020	April 30, 2020
	$	$
	(unaudited)
Current Assets	2,779	1,631
Current Liabilities	3,602,417	3,136,509
Working Capital (Deficit)	(3,599,638)	(3,134,878)

Cash Flows

	July 31, 2020	July 31, 2019
	$	$
	(unaudited)
Cash Flows used in Operating Activities	(61,769)	(9,296)
Cash Flows from (used in) Investing Activities	-	-
Cash Flows from Financing Activities	62,917	-
Net increase (decrease) in Cash During Period	1,148	(9,296)

Operating Revenues

During the three months ended July 31, 2020 and 2019, the Company recorded revenues of $0 and $0, respectively.

Operating Expenses and Net Loss

During the three months ended July 31, 2020, the Company recorded operating expenses of $341,562 compared to operating expenses of 43,757 for the three months ended July 31, 2019.  The increase in operating expenses is due to an increase in consulting fees of 40,800, an increase in general and administrative fees of $59,875, an increase in professional fees of $24,561 and an increase in management fees of $171,000.  

5

Net loss for the three months ended July 31, 2020 was $910,547 compared to a net loss of $386,428 during the three months ended July 31, 2019.  In addition to operating expenses, in the three months ended July 31, 2020, the Company incurred a loss on the change in fair value of derivative liability of $471,266, interest expense of $96,717 relating to interest on outstanding convertible notes and loss on extinguishment of debt of 1,002.  Comparatively, the Company incurred a loss of $27,005 on the change in fair value of the derivative liability, interest expense of $25,363 and loss on extinguishment of debt of 290,303 for the three months ended July 31, 2019.   

For the three months ended July 31, 2020, the Company recorded a basic and diluted loss per share of $0.04 as compared with a basic and diluted net loss per share of $0.36 per share for the three months ended July 31, 2019.

Liquidity and Capital Resources

As of July 31, 2020, the Company's total asset balance was, $2,779, compared to $1,631 as of April 30, 2020. The increase in total assets was due to an increase in cash in the amount of $1,148.

As of July 31, 2020, the Company had total liabilities of $3,602,417 compared with total liabilities of $3,136,509 as at April 30, 2020. The increase in total liabilities was due to an increase in accounts payable of $15,719, an increase of related party debt of $24,232, an increase in convertible debentures of $35,526, an increase of notes payable of $22,917 and an increase derivative liability of $367,514.

As of July 31, 2020, the Company had a working capital deficit of $3,599,638 compared with $3,134,878 as of April 30, 2020.  The change in working capital deficit was due to the increases in accounts payable, related party debt, convertible debt, notes payable and derivative liability referenced above.  

Cash Flow from Operating Activities

During the three months ended July 31, 2020, the Company used $61,769 of cash for operating activities compared with $9,296 of cash for operating activities during the three months ended July 31 2019. The increase in cash used for operating activities was due to an increase in the amortization of discount on convertible debt payable, increase on the loss on change in fair value of derivative liability, payment of a commitment fee for equity purchase agreement and the issuance shares for management and consulting fees offset by a decrease in preferred shares issued for management fees, and loss on settlement debt.

Cash Flow from Investing Activities

During the three months ended July 31, 2020 and 2019, the Company did not have any investing activities.

Cash Flow from Financing Activities

During the three months ended July 31, 2020, the Company received $62,917 of cash from financing activities consisting of $25,000 from the issuance of common stock, $15,000 of subscriptions payable and $22,917 in the form of a SBA paycheck protection loan compared to $0 received during the three months ended July 31, 2019.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. At July 31, 2020, the Company has not recognized significant revenue, has a working capital deficit of $3,599,638, and has an accumulated deficit of $8,432,292. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern  The unaudited financial statements included in this 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.

6

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.

Future Financings

We will continue to rely on equity sales of our Common Shares in order to continue to fund our business operations.  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.

Critical Accounting Policies

Our 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 financial statements in conformity with U.S. generally accepted accounting principles 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 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 (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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer

7

and Principal Financial Officer concluded that our disclosure controls and procedures were not effective for the reasons discussed in our annual 10-K filing.

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 July 31 2020, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 shareholder, 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 and are not required to provide the information under this item.

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

1.Quarterly Issuances:   

Other than as previously disclosed in the above Notes to the Condensed Consolidated Financial Statements, we did not issue any unregistered securities during the quarter.

2.Subsequent Issuances:   

Other than as previously disclosed in the above Notes to the Condensed Consolidated Financial Statements, we did not issue any unregistered securities subsequent to the quarter.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.  OTHER INFORMATION.

None.

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ITEM 6.  EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3.1	Articles of Incorporation	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
3.2	Bylaws	Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed 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 of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

9

SIGNATURES

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

		VERDE BIO HOLDINGS, INC. (FORMERLY APPIPHANY TECHNOLOGIES HOLDINGS CORP.)
Dated: September 25, 2020		/s/ Scott Cox
	By:	Scott Cox
	Its:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

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: September 25, 2020	By:	/s/ Scott Cox
	Its:	Scott Cox, Director

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Scott Cox, certify that:

      1.   I have reviewed this quarterly report for the period ended June 31, 2020 on Form 10-Q of Verde Bio Holdings, Inc.;

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

      3.   Based on my knowledge, the 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 small business issuer as of, and for, the periods presented in this report;

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

      5.   The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.
Date: September 25, 2020		/s/ SCOTT COX Scott Cox, Chief Executive Officer Verde Bio Holdings, Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION

      I, Scott Cox, certify that:

      1.   I have reviewed this quarterly report for the period ended July 31, 2020 on Form 10-Q of Verde Bio Holdings, Inc.;

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

      3.   Based on my knowledge, the 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 small business issuer as of, and for, the periods presented in this report;

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

      5.   The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.
Date: September 25, 2020		/s/ SCOTT COX Scott Cox, Principal Financial Officer Verde Bio Holdings, Inc.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Verde Bio Holdings, Inc. (the “Company”) on Form 10-Q for the period ended July 31 ,2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Cox, Principal Executive Officer and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

 Date: September 25, 2020   /s/ SCOTT COX
Scott Cox, Chief Executive Officer Verde Bio Holdings, Inc.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Verde Bio Holdings, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Cox, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

September 25, 2020 /s/ SCOTT COX
Scott Cox, Principal Financial Officer Verde Bio Holdings, Inc.

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3. Related Party Transactions

3 Months Ended

Jul. 31, 2020

Notes

3. Related Party Transactions

3.Related Party Transactions   

During the three months ended July 31, 2020, the Company incurred $204,000 (2019 - $nil) in management fees to the President and Director of the Company which was paid in convertible common shares (see note 8).

During the three months ended July 31, 2020, the Company incurred $nil (2019 - $33,000) in management fees to the former President and Director of the Company, which was paid in Convertible Preferred Series B shares (see Note 7).

As at July 31, 2020, the Company owed the President and Director of the Company $43,288 (2019 - $nil). The amount is non-interest bearing and due on demand.

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2. Summary of Significant Accounting Policies

3 Months Ended

Jul. 31, 2020

Notes

2. Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies 

(a)Basis of Presentation and Principles of Consolidation 

The accompanying unaudited interim 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 year ended April 30, 2020. These interim condensed consolidated financial statements have been prepared on the same basis as the annual 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 interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US 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 subsidiary, IP Control Risk Inc., a company incorporated in the State of Nevada, United States. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b)Use of Estimates 

The preparation of financial statements in conformity with US 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, fair value and estimated useful life of long-lived assets, fair value of convertible debentures,

derivative liabilities, 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 July 31, 2020, the Company had 83,348,239 (July 31, 2019 – 3,658,450) 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. generally accepted accounting principles. 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, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. 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.  The following table presents assets and liabilities that are measured and recognized at fair value as of July 31, 2020 and April 30, 2020 on a recurring basis:

July 31, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,973,082)		(471,266)

April 30, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,605,568)		(794,930)

(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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1. Nature of Operations and Continuance of Business

3 Months Ended

Jul. 31, 2020

Notes

1. Nature of Operations and Continuance of Business

1.Nature of Operations and Continuance of Business 

Verde Bio Holdings Inc. (formerly Appiphany Technologies Holdings Corp.) (the “Company”) was incorporated in the State of Nevada on February 24, 2010. Currently, the Company is in the business of oil and gas exploration and investment.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.

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. As at July 31, 2020, the Company has not recognized significant revenue, has a working capital deficit of $3,599,638, and has an accumulated deficit of $8,432,292. 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. The Company will continue to rely on equity sales of its common shares in order to continue to fund 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 are issued.  These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

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Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Operating Activities
Net Loss	$ (910,547)	$ (386,428)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of discount on convertible debt payable	44,016	20
Conversion penalties related to conversion of convertible note	500	500
Loss on change in fair value of derivative liability	471,266	27,005
Preferred shares issued for management fees	0	33,000
Loss on settlement of debt	1,002	290,303
Commitment fee for equity purchase agreement	20,000	0
Shares issued for management and consulting fees	249,900	0
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	37,862	26,304
Due to related parties	24,232	0
Net Cash Used In Operating Activities	(61,769)	(9,296)
Financing Activities
Proceeds from issuance of common stock	25,000	0
Proceeds from subscriptions payable	15,000	0
Proceeds from issuance of PPP Loan - SBA	22,917	0
Net Cash Provided by Financing Activities	62,917	0
Increase (decrease) in Cash	1,148	(9,296)
Cash - Beginning of Period	1,631	23,752
Cash - End of Period	2,779	14,456
Supplemental Disclosures
Interest paid	0	0
Income tax paid	0	0
Non-cash investing and financing activities
Beneficial conversion feature	19,500	0
Common stock issued for conversion of convertible debentures	136,387	156,379
Series B preferred shares issued for settlement of accounts and notes payable	$ 0	$ 550,000

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Consolidated Statement of Stockholder's Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total	Subscriptions Payable
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2019	$ 500	$ 1,074	$ 3,938,057	$ (5,946,338)	$ (2,006,707)
Shares, Outstanding, Beginning Balance at Apr. 30, 2019	500,000	1,074,255
Common stock issued for conversion of convertible debentures	$ 0	$ 107	156,272	0	156,379
Stock Issued During Period, Shares, Conversion of Convertible Securities		107,110
Beneficial conversion feature					0
Net Loss	$ 0	$ 0	0	(386,428)	(386,428)
Shares, Outstanding, Ending Balance at Jul. 31, 2019	500,000	1,181,365
Stockholders' Equity Attributable to Parent, Ending Balance at Jul. 31, 2019	$ 500	$ 1,181	4,094,329	(6,332,766)	(2,236,756)
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2020	$ 500	$ 1,830	4,384,537	(7,521,745)	(3,134,878)	$ 0
Shares, Outstanding, Beginning Balance at Apr. 30, 2020	500,000	1,829,867
Common stock issued for conversion of convertible debentures	$ 0	$ 2,429	133,958	0	136,387	0
Stock Issued During Period, Shares, Conversion of Convertible Securities		2,429,135
Beneficial conversion feature	0	$ 0	19,500	0	19,500	0
Rounding shares (reverse split)	0	$ 0	0	0	0	0
Rounding shares (reverse split) - shares		76
Subscriptions payable	0	$ 0	0	0	15,000	15,000
Net Loss	$ 0	$ 0	0	(910,547)	(910,547)	0
Shares, Outstanding, Ending Balance at Jul. 31, 2020	500,000	30,009,078
Stockholders' Equity Attributable to Parent, Ending Balance at Jul. 31, 2020	$ 500	$ 30,009	4,787,145	(8,432,292)	(3,599,638)	15,000
Shares issued for management and consulting fees	0	$ 24,500	225,400	0	249,900	0
Shares issued for management and consulting fees		24,500,000
Shares issued for cash	$ 0	$ 1,250	$ 23,750	$ 0	$ 25,000	$ 0
Shares issued for cash		1,250,000

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Consolidated Statements of Operations - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Operating Expenses
(Recovery) bad debt	$ 0	$ (1,569)
Consulting fees	40,800	0
General and administrative	62,092	2,217
Professional fees	34,670	10,109
Management fees	204,000	33,000
Total Operating Expenses	341,562	43,757
Operating Income (Loss)	(341,562)	(43,757)
Other Income (Expenses)
Loss on change in fair value of derivative liability	(471,266)	(27,005)
Interest expense	(96,717)	(25,363)
Gain (loss) on extinguishment of debt	(1,002)	(290,303)
Total Other Income (Expenses)	(568,985)	(342,671)
Net Loss	$ (910,547)	$ (386,428)
Net Loss Per Share, Basic and Diluted	$ (0.04)	$ (0.36)
Weighted Average Shares Outstanding - Basic and Diluted	22,370,654	1,080,072

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Consolidated Balance Sheets - Parenthetical - USD ($)	Jul. 31, 2020	Apr. 30, 2020
Convertible debenture unamortized discount	$ 70,541	$ 95,057
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	5,000,000,000	5,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	30,009,078	1,829,867
Common Stock, Shares, Outstanding	30,009,078	1,829,867
Series A Preferred Stock
Preferred Stock, Shares Issued	500,000	500,000
Preferred Stock, Shares Outstanding	500,000	500,000

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11. Subsequent Events (Details) - Event #1	3 Months Ended
	Jul. 31, 2020
Subsequent Event, Date	Aug. 10, 2020
Subsequent Event, Description	Company issued 11,250,000 common shares of the Company, of which $15,000 was received as at July 31, 2020

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9. Preferred Shares (Details) - shares	Apr. 18, 2017	Jul. 31, 2020	Apr. 30, 2020	Jun. 17, 2019
Preferred Stock, Shares Issued				530,000
Series A Preferred Stock
Preferred Stock, Shares Issued	500,000	500,000	500,000
Series A Preferred Stock | Preferred Stock
Debt Instrument, Convertible, Terms of Conversion Feature	entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible at a factor of 10,000 Series A shares for one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.

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8. Common Shares (Details) - USD ($)		3 Months Ended
	Feb. 14, 2020	Jul. 31, 2020	Jul. 31, 2019
Stockholders' Equity, Reverse Stock Split	Company effected a reverse stock split on basis of 1 new common share for every 100 old common shares. The impact of these reverse stock split has been applied on a retroactive basis to all periods presented
Proceeds from issuance of common stock		$ 25,000	$ 0
Stock Issuance 1
Stock Issued During Period, Shares, New Issues		20,000,000
Stock Issued During Period, Value, New Issues		$ 20,000
Stock Issuance 2
Stock Issued During Period, Shares, New Issues		4,000,000
Stock Issued During Period, Value, New Issues		$ 4,000
Stock Issuance 3
Stock Issued During Period, Shares, New Issues		500,000
Stock Issued During Period, Value, New Issues		$ 500
Stock Issuance 4
Stock Issued During Period, Shares, New Issues		1,313,800
Stock Issued During Period, Value, New Issues		$ 92,097
Stock Issuance 5
Stock Issued During Period, Shares, New Issues		91,300
Stock Issued During Period, Value, New Issues		$ 6,400
Stock Issuance 6
Stock Issued During Period, Shares, New Issues		1,024,035
Stock Issued During Period, Value, New Issues		$ 37,889
Stock Issuance 7
Stock Issued During Period, Shares, New Issues		250,000
Stock Issued During Period, Value, New Issues		$ 250
Proceeds from issuance of common stock		$ 5,000
Stock Issuance 8
Stock Issued During Period, Shares, New Issues		1,000,000
Stock Issued During Period, Value, New Issues		$ 1,000
Proceeds from issuance of common stock		$ 20,000

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7. Preferred Stock Liability (Details)	Jun. 17, 2019 USD ($) shares
Details
Preferred Stock, Shares Issued | shares	530,000
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $	$ 281,952

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6. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Apr. 30, 2020
Derivative liability	$ 1,973,082	$ 1,605,568
Adjustment for Conversion
Increase (Decrease) in Derivative Liabilities	(103,752)
Mark To Market Adjustment
Increase (Decrease) in Derivative Liabilities	$ 471,266

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6. Derivative Liability (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Apr. 30, 2020
Details
Derivative, Loss on Derivative	$ 471,266	$ 794,930
Derivative, Gain on Derivative		$ 27,005
Derivative liability	$ 1,973,082		$ 1,605,568

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5. Convertible Debentures (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Apr. 30, 2020
Convertible debenture unamortized discount	$ 70,541		$ 95,057
Proceeds from issuance of common stock	25,000	$ 0
Preferred shares issued for management fees	0	33,000
Convertible Debenture 11
Debt Instrument, Face Amount	105,000
Long-term Debt, Gross	$ 0		8,990
Debt Instrument, Maturity Date	Nov. 13, 2017
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Default clause	$ 0	$ 1,020
Debt Issuance Costs, Net	20,000
Convertible debenture unamortized discount	0		0
Convertible Debenture 11 | New Issuance
Long-term Debt, Gross	94,500
Convertible Debenture 12
Debt Instrument, Face Amount	33,000
Long-term Debt, Gross	$ 93,965		93,965
Debt Instrument, Maturity Date	Nov. 30, 2017
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note.
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Fee	$nil	$nil
Convertible Debenture 16
Debt Instrument, Face Amount	$ 36,450
Long-term Debt, Gross	$ 64,352		64,352
Debt Instrument, Maturity Date	Feb. 09, 2018
Default clause	In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Default clause	$ 0
Debt Issuance Costs, Net	6,450
Convertible debenture unamortized discount	$ 36,450
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 30,000
Convertible Debenture 17
Debt Instrument, Face Amount	57,250
Long-term Debt, Gross	$ 55,341		55,341
Debt Instrument, Maturity Date	Mar. 28, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the interest rate increases to 24%.
Debt Issuance Costs, Net	$ 7,750
Convertible debenture unamortized discount	$ 57,250
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Proceeds from issuance of common stock	$ 49,500
Convertible Debenture 17 | Accrued Interest
Debt Conversion, Original Debt, Amount	5,412
Convertible Debenture 17 | Conversion fees
Debt Conversion, Original Debt, Amount	$ 500	$ 3,000
Convertible Debenture 17 | Principal
Debt Conversion, Original Debt, Amount		$ 18,044
Convertible Debenture 17 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	1,313,800	417,948
Convertible Debenture 18
Debt Instrument, Face Amount	$ 33,333
Long-term Debt, Gross	$ 1,203		1,203
Debt Instrument, Maturity Date	Jul. 19, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the interest rate increases to 24%.
Default clause	$ 0
Debt Issuance Costs, Net	5,333
Convertible debenture unamortized discount	$ 0		0
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Proceeds from issuance of common stock	$ 28,000
Debt Instrument, Convertible, Type of Equity Security	Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note
Convertible Debenture 18 | Accrued Interest
Debt Conversion, Original Debt, Amount	$ 3,212
Convertible Debenture 18 | Principal
Debt Conversion, Original Debt, Amount	$ 8,196
Convertible Debenture 18 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	377,664
Convertible Debenture 19
Debt Instrument, Face Amount	$ 36,000
Long-term Debt, Gross	$ 57,910		57,910
Debt Instrument, Maturity Date	Jul. 09, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Debt Issuance Costs, Net	$ 11,000
Convertible debenture unamortized discount	$ 0		0
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 25,000
Tranche of $102000
Debt Instrument, Face Amount	102,000
Convertible Debenture 20
Debt Instrument, Face Amount	33,333
Long-term Debt, Gross	$ 36,666		36,666
Debt Instrument, Maturity Date	Sep. 28, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%.
Default clause	$ 0	$ 0
Debt Issuance Costs, Net	7,833
Convertible debenture unamortized discount	$ 0		0
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Convertible, Type of Equity Security	Included in the convertible debenture agreement is a back end note for up to $33,333
Convertible Debenture 21
Debt Instrument, Face Amount	$ 33,000
Long-term Debt, Gross	$ 53,084		53,084
Debt Instrument, Maturity Date	Aug. 08, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Default clause	$ 0
Debt Issuance Costs, Net	3,000
Convertible debenture unamortized discount	$ 0		0
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 30,000
Convertible Debenture 22
Debt Instrument, Face Amount	33,000
Long-term Debt, Gross	$ 53,084		53,084
Debt Instrument, Maturity Date	Sep. 26, 2018
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note.
Default clause	In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.
Default clause	$ 0
Debt Issuance Costs, Net	3,000
Convertible debenture unamortized discount	$ 0		0
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 30,000
Convertible Debenture 23
Debt Instrument, Face Amount	36,000
Long-term Debt, Gross	$ 57,995		57,995
Debt Instrument, Maturity Date	Dec. 15, 2019
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.
Debt Issuance Costs, Net	$ 6,000
Convertible debenture unamortized discount	$ 0		0
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 30,000
Convertible Debenture 24
Debt Instrument, Face Amount	33,000
Long-term Debt, Gross	$ 33,000		20,897
Debt Instrument, Maturity Date	Jun. 12, 2020
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price $0.078. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.
Convertible debenture unamortized discount	$ 0		12,103
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 30,000
Preferred shares issued for management fees	12,103	0
Convertible Debenture 25
Debt Instrument, Face Amount	28,193
Long-term Debt, Gross	$ 27,153		18,852
Debt Instrument, Maturity Date	Aug. 13, 2020
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature
Convertible debenture unamortized discount	$ 1,040		9,341
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 25,630
Preferred shares issued for management fees	8,301	0
Convertible Debenture 26
Debt Instrument, Face Amount	35,000
Long-term Debt, Gross	$ 25,823		17,983
Debt Instrument, Maturity Date	Oct. 14, 2020
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price $0.06. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature
Convertible debenture unamortized discount	$ 9,177		17,017
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 30,000
Preferred shares issued for management fees	7,840	0
Convertible Debenture 27
Long-term Debt, Gross	$ 24,250		16,836
Debt Instrument, Maturity Date	Oct. 23, 2020
Debt Instrument, Convertible, Terms of Conversion Feature	is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.
Convertible debenture unamortized discount	$ 9,750		17,164
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 60,000
Preferred shares issued for management fees	7,414	0
Convertible Debenture 28
Long-term Debt, Gross	$ 2,321
Debt Instrument, Maturity Date	Dec. 25, 2020
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at a conversion price $0.018. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.
Convertible debenture unamortized discount	$ 10,679		12,151
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 10,000
Preferred shares issued for management fees	1,472	0
Convertible Debenture 29
Long-term Debt, Gross			849
Convertible Debenture 30
Long-term Debt, Gross	$ 1,079		0
Debt Instrument, Maturity Date	Feb. 28, 2021
Convertible debenture unamortized discount	$ 18,921		$ 0
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 20,000
Preferred shares issued for management fees	579	0
Convertible Debenture 31
Long-term Debt, Gross	$ 13,026
Debt Instrument, Maturity Date	Dec. 04, 2020
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from issuance of common stock	$ 29,750
Preferred shares issued for management fees	$ 6,306	$ 0

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Consolidated Balance Sheets - USD ($)	Jul. 31, 2020	Apr. 30, 2020
Current Assets
Cash	$ 2,779	$ 1,631
Total Assets	2,779	1,631
Current Liabilities
Accounts payable and accrued liabilities	348,753	333,034
Due to related parties	43,288	19,056
Convertible debentures, net of unamortized discount of $70,541 and $95,057, respectively	600,251	564,725
Notes payable	54,043	31,126
Derivative liability	1,973,082	1,605,568
Convertible preferred Series B stock liability	583,000	583,000
Total Liabilities	3,602,417	3,136,509
STOCKHOLDERS' DEFICIT
Preferred stock - 10,000,000 authorized shares with a par value of $0.001 per share Convertible Preferred Series A: Issued and outstanding: 500,000 shares, respectively	500	500
Common stock - 5,000,000,000 authorized shares with a par value of $0.001 per share Issued and outstanding: 30,009,078 and 1,829,867 shares, respectively	30,009	1,830
Additional paid-in capital	4,787,145	4,384,537
Subscriptions Payable	15,000	0
Accumulated deficit	(8,432,292)	(7,521,745)
Total Stockholders' Deficit	(3,599,638)	(3,134,878)
Total Liabilities and Stockholders' Deficit	$ 2,779	$ 1,631

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4. Notes Payable (Details) - USD ($)	Jul. 31, 2020	Apr. 30, 2020
Notes payable	$ 54,043	$ 31,126
Note Payable One
Notes payable	$ 3,626	3,626
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Note Payable One | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	18.00%
Note Payable Two
Notes payable	$ 10,000	10,000
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Note Payable Two | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Note Payable Three
Notes payable	$ 2,500	2,500
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Note Payable Three | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Note Payable Four
Notes payable	$ 15,000	15,000
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Note Payable Four | Default Interest Rate
Debt Instrument, Interest Rate, Stated Percentage	20.00%
Note Payable Five
Notes payable	$ 22,917	$ 0
Debt Instrument, Interest Rate, Stated Percentage	1.00%

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3. Related Party Transactions (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Apr. 30, 2020
Management fees	$ 204,000	$ 33,000
Due to related parties	43,288	0	$ 19,056
President
Management fees	204,000	0
Former President and Director of the Company
Management fees	$ 0	$ 33,000

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2. Summary of Significant Accounting Policies: (d) Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Apr. 30, 2020
Derivative liability	$ 1,973,082		$ 1,605,568
Derivative, Loss on Derivative	(471,266)	$ (794,930)
Fair Value, Inputs, Level 3
Derivative liability	$ (1,973,082)	$ (1,605,568)

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2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Details
Potentially dilutive shares outstanding	83,348,239	3,658,450

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1. Nature of Operations and Continuance of Business (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Apr. 30, 2020
Details
Entity Incorporation, Date of Incorporation	Feb. 24, 2010
Working Capital (Deficit)	$ (3,599,638)
Accumulated deficit	$ (8,432,292)	$ (7,521,745)

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6. Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Tables)

3 Months Ended

Jul. 31, 2020

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2020	1,605,568
Adjustment for conversion	(103,752)
Mark to market adjustment at July 31, 2020	471,266
Balance, July 31, 2020	1,973,082

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2. Summary of Significant Accounting Policies: (d) Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

3 Months Ended

Jul. 31, 2020

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents assets and liabilities that are measured and recognized at fair value as of July 31, 2020 and April 30, 2020 on a recurring basis:

July 31, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,973,082)		(471,266)

April 30, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,605,568)		(794,930)

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2. Summary of Significant Accounting Policies: (e) Recent Accounting Pronouncements (Policies)

3 Months Ended

Jul. 31, 2020

Policies

(e) 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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2. Summary of Significant Accounting Policies: (d) Fair Value Measurements (Policies)

3 Months Ended

Jul. 31, 2020

Policies

(d) 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. generally accepted accounting principles. 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, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. 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.  The following table presents assets and liabilities that are measured and recognized at fair value as of July 31, 2020 and April 30, 2020 on a recurring basis:

July 31, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,973,082)		(471,266)

April 30, 2020

Description	Level 1 $		Level 2 $		Level 3 $		Total Gains and (Losses) $
Derivative liability		-		-		(1,605,568)		(794,930)

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2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Policies)

3 Months Ended

Jul. 31, 2020

Policies

(c) 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 July 31, 2020, the Company had 83,348,239 (July 31, 2019 – 3,658,450) potentially dilutive common shares outstanding.

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Document and Entity Information - shares	3 Months Ended
	Jul. 31, 2020	Apr. 28, 2020
Details
Registrant CIK	0001490054
Fiscal Year End	--04-30
Registrant Name	VERDE BIO HOLDINGS, INC.
SEC Form	10-Q/A
Period End date	Jul. 31, 2020
Tax Identification Number (TIN)	30-0678378
Number of common stock shares outstanding		42,459,078
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Amendment Description	1
Document Quarterly Report	true
Entity File Number	000-54524
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5 Cowboys Way
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Frisco
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75034
Country Region	972
City Area Code	217
Local Phone Number	4080
Amendment Flag	true
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Document Transition Report	false

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2. Summary of Significant Accounting Policies: (b) Use of Estimates (Policies)

3 Months Ended

Jul. 31, 2020

Policies

(b) Use of Estimates

(b)Use of Estimates 

The preparation of financial statements in conformity with US 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, fair value and estimated useful life of long-lived assets, fair value of convertible debentures,

derivative liabilities, 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.

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2. Summary of Significant Accounting Policies: (a) Basis of Presentation and Principles of Consolidation (Policies)

3 Months Ended

Jul. 31, 2020

Policies

(a) Basis of Presentation and Principles of Consolidation

(a)Basis of Presentation and Principles of Consolidation 

The accompanying unaudited interim 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 year ended April 30, 2020. These interim condensed consolidated financial statements have been prepared on the same basis as the annual 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 interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US 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 subsidiary, IP Control Risk Inc., a company incorporated in the State of Nevada, United States. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

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11. Subsequent Events

3 Months Ended

Jul. 31, 2020

Notes

11. Subsequent Events

11.  Subsequent Events 

On August 10, 2020, the Company issued 11,250,000 common shares of the Company, of which $15,000 was received as at July 31, 2020.

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12. Commitments and Contingencies

3 Months Ended

Jul. 31, 2020

Notes

12. Commitments and Contingencies

10.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 of common stock over a 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 10 trading days leading up to each put notice, subject to a floor of $0.04 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 stock of the Company at a fixed price of $0.01, which equals the lowest traded price for the common stock on the trading day preceding the execution of the note (see Note 5(p)).  As of July 31, 2020, no common shares have been sold pursuant to the equity financing agreement.

On February 5, 2020, the Company signed a joint venture agreement (the “Joint Venture”) for a 25% share in the Hemp seed and genetics industry. The Company has committed to contribute $300,000 to the joint venture on a to be mutually agreed upon schedule. Additionally, the Company will issue 1,500,000 common shares to the other members of the joint venture as compensation for their initial contributions. On May 11, 2020, the Joint Venture was cancelled.

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9. Preferred Shares

3 Months Ended

Jul. 31, 2020

Notes

9. Preferred Shares

9.Preferred Shares   

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Convertible Preferred Series A stock

On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible at a factor of 10,000 Series A shares for one common share.  Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.  

Convertible Preferred Series B stock – see Note 7.

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8. Common Shares

3 Months Ended

Jul. 31, 2020

Notes

8. Common Shares

8.Common Shares  

Authorized: 5,000,000,000 common shares with a par value of $0.01 per share.

On February 14, 2020, the Company effected a reverse stock split on basis of 1 new common share for every 100 old common shares. The impact of these reverse stock split has been applied on a retroactive basis to all periods presented.

On May 22, 2020, the company issued 20,000,000 common shares with par value of $20,000 for management services to the President and Director of the Company.

On May 22, 2020, the Company issued 4,000,000 common shares with the par value of $4,000 for consulting services.

On May 22, 2020, the Company issued 500,000 common shares with the par value of $500 for legal services.

On June 5, 2020, the Company issued 1,313,800 common shares with a fair value of $92,097 for the conversion of $5,412 of accrued interest, conversion fees of $500 and derivative liability of $82,030 and resulting in gain on settlement of debt of $4,155.

On June 5, 2020, the company issued 91,300 common shares with a fair value of $6,400 for the conversion of $1,370 accrued interest, conversion fees of $nil and derivative liability of $5,031 and resulting in gain on settlement of debt of $nil.

On June 29, 2020, the company issued 1,024,035 common shares with a fair value of $37,889 for the conversion of $8,990 of convertible notes payable, accrued interest of $6,370 and derivative liability of $25,681 and gain on settlement of debt of $3,152.

On June 10, 2020, the company issued 250,000 common shares as private placement with the par value of $250 and received proceeds of $5,000.

On July 1, 2020, the company issued 1,000,000 common shares as private placement with the par value of $1,000 and received proceeds of $20,000.

As at July 31, 2020, the Company received $15,000 for 750,000 shares. Due to the fact that shares have not been issued as July 31, 2020, this transaction has been recorded as subscription payable on the balance sheet. See note 11.

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7. Preferred Stock Liability

3 Months Ended

Jul. 31, 2020

Notes

7. Preferred Stock Liability

7.Convertible Preferred Series B Stock Liability  

On June 13, 2019, the Company designated 1,000,000 shares of preferred stock as Series B. The holders of Series B preferred shares are not entitled to receive dividends except as may be declared by the Board at its sole and absolute discretion. Each Series B preferred share is convertible into common shares according to the following formula: the Stated Value of $1.10 per share of Series B preferred stock divided by the closing price of the Common Stock on the day prior to the conversion. Holders of Series B preferred stock shall not have voting rights.

On June 17, 2019, the Company issued 530,000 shares of Series B preferred stock, at a value of $583,000 based on the stated value of $1.10 per share, in exchange for the settlement of accounts payable of $266,523, notes payable of $990, accrued interest of $535, management fees of $33,000. The transaction resulted in a loss on settlement of debt of $281,952.  Because the Series B shares represent an unconditional obligation that the Company must or may settle in a variable number of its equity shares and the monetary value of the obligation is predominantly based on a fixed monetary amount ($1.10 worth of common stock), the 530,000 shares with a balance of $583,000 is recorded as a liability on the balance sheet.

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6. Derivative Liability

3 Months Ended

Jul. 31, 2020

Notes

6. Derivative Liability

6.Derivative Liability   

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Binomial model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the three months ended July 31, 2020, the Company recorded a loss on the change in fair value of derivative liability of $471,266 (July 31, 2019 – gain of $27,005). As at July 31, 2020, the Company recorded a derivative liability of $1,973,082 (April 30, 2020 - $1,605,568).A summary of the activity of the derivative liability is shown below:

	$
Balance, April 30, 2020	1,605,568
Adjustment for conversion	(103,752)
Mark to market adjustment at July 31, 2020	471,266
Balance, July 31, 2020	1,973,082

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5. Convertible Debentures

3 Months Ended

Jul. 31, 2020

Notes

5. Convertible Debentures

5.Convertible Debentures   

(a)On February 13, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $105,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $94,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on November 13, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil (2019 - $1,020 in penalties that were added to the principal balance of the note. During the three months ended July 31, 2020, the Company issued 1,115,335 shares of common stock for the conversion of $8,990 principal and $7,740 of accrued interest and the loan was fully converted.  

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $105,000, of which $20,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $105,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $nil (April 30, 2020 - $8,990), and the unamortized total discount was $nil (2020 - $nil).

On February 24, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum pre-default and 20% per annum thereafter, and was due on November 30, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note.During the three months ended July 31, 2020, the Company incurred a $nil (year ended April 30, 2020 - $nil) default fee on the note.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging. As at July 31, 2020, the loan was in default and the carrying value of the note was $93,965 (April 30, 2020 - $93,965).

(c)On May 9, 2017, the Company issued a convertible debenture, to a non-related party, totaling $36,450. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on February 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the three months ended July 31, 2020, the Company incurred $nil (year ended April 30, 2020 - $nil) in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,450, of which $6,450 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $36,450. As at July 31, 2020, the loan was in default and the carrying value of the note was $64,352 (April 30, 2020 - $64,352).

(d)On June 28, 2017, the Company issued a convertible debenture, to a non-related party, totaling $57,250. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price and proceeds received was $49,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on March 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default, the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $57,250, of which $7,750 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $57,250. During the three months ended July 31, 2020, the Company issued 1,313,800 shares of common stock for the conversion of $5,412 of accrued interest and $500 of conversion fees and finance costs. During the year ended April 30, 2020, the Company issued 417,948 shares of common stock for the conversion of $18,044 of the accrued interest and $3,000 of conversion fees and finance costs. As at July 31, 2020, the loan was in default and the carrying value of the note was $55,341 (April 30, 2020 - $55,341).

On July 19, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $28,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12%

per annum, and was due on July 19, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default, the interest rate increases to 24%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $5,333 of the discount resulted from debt issuance costs. The carrying value of the convertible note was be accreted over the term of the convertible note up to the face value of $33,333.

During the year ended April 30, 2020, the Company issued 377,664 shares of common stock for the conversion of $8,196 of the note and $3,212 of accrued interest. As at July 31, 2020, the loan was in default, the carrying value of the note was $1,203 (April 30, 2020 - $1,203), and the unamortized total discount was $nil (April 30, 2020 - $nil).

Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note (with the same terms as the convertible debenture mentioned above).  As of July 31, 2020, and at the date of filing, no proceeds have been received on the collateralized secured promissory note or the back-end note.

(f)On October 4, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $36,000, which was the first tranche of a convertible debenture totaling $102,000 (the “October 4, 2017 agreement”). Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on July 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $11,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $36,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $57,910 (April 30, 2020 - $57,910), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(g)On September 28, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on September 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note

payable of $33,333, of which $7,833 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2020, the Company recorded $nil (2020 - $nil) principal penalty. As at July 31, 2020, the loan was in default, the carrying value of the note was $36,666 (April 30, 2020 - $36,666), and the unamortized total discount was $nil (April 30, 2020 - $nil).

Included in the convertible debenture agreement is a back end note for up to $33,333 (with the same amount of proceeds, original issue discount, maturity date, interest rate and conversion terms as the convertible debenture mentioned above).  As of April 30, 2020, and at the date of filing, no proceeds have been received on the back-end note.

(h)On November 8, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000, which was the second tranche of the October 4, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on August 8, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $53,084 (April 30, 2020 - $53,084), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(i)On December 26, 2017, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000, which was the final tranche of the October 4, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on September 26, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2020, the Company incurred $nil in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $53,084 (April 30, 2020 - $53,084), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(j)On March 15, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $36,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% 

per annum (20% default interest rate), and is due on December 15, 2019. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $6,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,000. As at July 31, 2020, the loan was in default, the carrying value of the note was $57,995 (April 30, 2020 - $57,995), and the unamortized total discount was $nil (April 30, 2020 - $nil).

(k)On September 12, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $33,000. Pursuant to the agreement, the note was issued with an original issue discount of $3,000 and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on June 12, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.078. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $30,462 as additional paid-in capital and reduced the carrying value of the convertible note to $2,538. The carrying value will be accreted over the term of the convertible notes up to their face value of $33,000. In the event of default, the conversion price decreases to 45% of the lowest trading price of the Company’s common stock of the twenty prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%.  

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000.  The carrying value of the convertible note was accreted over the term of the convertible note up to the face value of $33,000. As at July 31, 2020, the due date of the loan had been extended to June 12, 2021, the carrying value of the note was $33,000 (April 30, 2020 - $20,897), and the unamortized total discount was $nil (April 30, 2020 - $12,103). During the three months ended July 31, 2020, the Company recorded accretion expense of $12,103 (2020 - $nil).

(l)On November 13, 2019, the Company issued a convertible debenture, to a non-related party, in the amount of $28,193. Pursuant to the agreement, the note was issued with an original issue discount of $2,563 and as such the purchase price was $25,630. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on August 13, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $18,795 as additional paid-in capital and reduced the carrying value of the convertible note to $9,398. The carrying value will be accreted over the term of the convertible notes up to their face value of $28,193. 

As at July 31, 2020, the carrying value of the convertible notes was $27,153 (April 30, 2020 - $18,852) and had an unamortized discount of $1,040 (April 30, 2020 - $9,341). During the three months ended July 31, 2020, the Company recorded accretion expense of $8,301 (2020 - $nil).

(m)On January 14, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $35,000. Pursuant to the agreement, the note was issued with an original issue discount of $5,000 and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on October 14, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.06. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.  

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $23,333 as additional paid-in capital and reduced the carrying value of the convertible note to $11,667. The carrying value will be accreted over the term of the convertible notes up to their face value of $35,000.

As at July 31, 2020, the carrying value of the convertible notes was $25,823 (April 30, 2020 - $17,983) and had an unamortized discount of $9,177 (April 30, 2020 - $17,017). During the three months ended July 31, 2020, the Company recorded accretion expense of $7,840 (2020 - $nil).

(n)On January 23, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $68,000. Pursuant to the agreement, the note was issued with an original issue discount of $8,000 and as such the purchase price was $60,000. On January 23, 2020, the Company received the first tranche totaling $30,000 and recognized an original issue discount of $4,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on October 23, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $22,667 as additional paid-in capital and reduced the carrying value of the convertible note to $11,333. The carrying value will be accreted over the term of the convertible notes up to their face value of $34,000. 

As at July 31, 2020 the carrying value of the convertible notes was $24,250 (April 30, 2020 - $16,836) and had an unamortized discount of $9,750 (April 30, 2020 - $17,164). During the three months ended July 31, 2020, the Company recorded accretion expense of $7,414 (2020 - $nil).

(o)On March 25, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $13,000. Pursuant to the agreement, the note was issued with an original issue discount of $3,000 and as such the purchase price was $10,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on December 25, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.018. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. 

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $12,500 as additional paid-in capital and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible notes up to their face value of $13,000.

As at July 31, 2020, the carrying value of the convertible note was $2,321 (April 30, 2020 - $849) and had an unamortized discount of $10,679 (April 30, 2020 - $12,151). During three months ended July 31, 2020, the Company recorded accretion expense of $1,472 (2020 - $nil).

(p) On May 28, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $20,000 as a financing fee related to the Equity Purchase Agreement discussed in Note 10. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on February 28, 2021. The debenture is convertible into common shares of the Company at a conversion price $0.01. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $19,500 as additional paid-in capital and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible notes up to their face value of $20,000.

As at July 31, 2020, the carrying value of the convertible note was $1,079 (April 30, 2020 - $nil) and had an unamortized discount of $18,921 (April 30, 2020 - $nil). During the three months ended July 31, 2020, the Company recorded accretion expense of $579 (2020 - $nil).

(q) On March 4, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $34,000. Pursuant to the agreement, the note was issued with an original issue discount of $4,250 and as such the purchase price was $29,750. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on December 4, 2020. The debenture is convertible into common shares of the Company at a conversion price $0.048. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $29,750 as additional paid-in capital and reduced the carrying value of the convertible note to $4,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $34,000.

As at July 31, 2020, the carrying value of the convertible note was $13,026 (April 30, 2020 - $6,720) and had an unamortized discount of $20,974 (April 30, 2020 - $27,280). During the three months ended July 31, 2020, the Company recorded accretion expense of $6,306 (2020 - $nil).

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4. Notes Payable

3 Months Ended

Jul. 31, 2020

Notes

4. Notes Payable

4.Notes Payable  

(a) As at July 31, 2020, the Company owed $3,626 (April 30, 2020 - $3,626) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bear interest at 6% per annum, and were due on July 31, 2016. The notes bear a default interest rate of 18% per annum.   

(b)  As at July 31, 2020, the Company owed $10,000 (April 30, 2020 - $10,000) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on July 6, 2017. The note bears a default interest rate of 12% per annum. 

(c)As at July 31, 2020, the Company owed $2,500 (April 30, 2020 - $2,500) in notes payable to non-related parties. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on February 1, 2018. The note bears a default interest rate of 12% per annum. 

(d)As at July 31, 2020, the Company owed $15,000 (April 30, 2020 - $15,000) in notes payable to a non-related party. The note payable was issued as a commitment fee and was recorded to additional paid-in capital. Under the terms of the note, the amount is unsecured, bears interest at 8% per annum, and was due on September 15, 2017. The note bears a default interest rate of 20% per annum. 

(e)On May 7, 2020, the Company received $22,917 (April 30, 2020 - $nil) in notes payable to a non-related party. The note payable was issued as a Small Business Administration Paycheck Protection from Wells Fargo SBA Lending. Under the terms of the note, the amount is unsecured, bears fixed interest at 1% per annum, and is due on May 07, 2022.