CAPITAL STOCK

6 Months Ended

Oct. 31, 2022

CAPITAL STOCK

CAPITAL STOCK

NOTE 5 - CAPITAL STOCK

Share Capital

On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following: 

· 90,000,000 shares of ordinary common stock

· 10,000,000 shares of founders’ class A common stock

· 50,000,000 shares of blank check common stock

· 500,000 shares of founders’ series A non-voting redeemable preferred stock

· 49,500,000 shares of blank check preferred stock

On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating 1,000,000 shares of blank check preferred stock as Series A Preferred Stock.

Ordinary Common Stock

Six months ended October 31, 2022

On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share.

On June 7, 2022, the Company issued 75,000 shares of common stock valued at $15,750 to a noteholder as an inducement for a convertible note of $75,000 issued on the same date.

On June 30, 2022, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of accrued salary.

On July 7, 2022, in pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totaling $59,000.

On July 28, 2022, the Company issued 217,500 shares of common stock to employees and executives at $0.21 per share totaling $45,675 for services

On July 28, 2022, the Company issued 61,000 shares of common stock to consultants at $0.21 per share totaling $12,810 for services.

On July 28, 2022, the Company issued 6,500 shares of common stock to a consultant at $1.50 per share for cash proceeds of $9,750.

On July 28, 2022, the Company issued 23,810 shares of common stock at $0.21 per share totaling $5,000 to the Company’s landlord for partial payment of rent.

On September 28, 2022, the Company issued 300,000 shares of common stock to a consulting firm at $0.53 per share for prepaid expense of $159,000 for services with a six month term.

On October 17, 2022, the Company issued 247,500 shares of common stock to employees and executives at $1.86 per share totaling $460,350 for services.

On October 17, 2022, the Company issued 215,000 shares of common stock to consultants at $1.86 per share totaling $399,900 for services.

On October 17, 2022, the Company issued 5,000 shares of common stock to a consultant at $1.86 per share for prepaid expenses of $9,300 for services.

On October 17, 2022, the Company issued 7,500 shares of common stock at $1.86 per share of $13,950 to the Company’s landlord for partial payment of rent.

On October 17, 2022, the Company issued 10,000 shares of common stock to a consultant $1.50 per share for cash proceeds of $15,000.

On October 17, 2022 and October 28, 2022, the Company issued 750,000 shares and 250,000 shares of common stock respectively at total value of $305,152 to noteholders as inducement for promissory notes of $550,000 issued during the six months ended October 31, 2022.

On October 28, 2022, the Company issued 60,960 shares of common stock to the CFO at $0.852 per share of $51,938 for services.

On October 28, 2022, the Company issued 133,333 shares of common stock for the conversion of convertible note principal of $20,000 at a fixed conversion rate of $0.15 per share. (Note 7)

Six months ended October 31, 2021

On May 21, 2021, the Company issued 5,258,000 shares of common stock to employees and executives at $1.50 per share totaling $7,887,000 for services.

On May 21, 2021, the Company issued 3,881,642 shares of common stock to consultants at $1.50 per share totaling $5,822,463 for services.

On May 21, 2021, the Company issued 20,000 shares of common stock at $1.50 per share totaling $30,000 to the Company’s landlord for partial payment of rent.

On September 28, 2021, the Company issued 75,000 shares of common stock to consultants at $112,500 for services.

On October 6, 2021, the Company issued 125,000 shares of common stock to a consultant at $187,500 for services.

On October 6, 2021, the Company issued 125,000 shares of common stock to the President valued at $187,500.

As of October 31, 2022 and April 30, 2022, the issued and outstanding ordinary common stock was 34,284,675 and 31,361,572, respectively.

Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock

During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.

The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595.

As of October 31, 2022 and April 30, 2022, the Company had 115,000 shares of founders’ class A common stock and 115,000 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.

Series A Convertible Preferred Stock

The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50. (Note 5)

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per shares for consideration of $50. (Note 5)

As of October 31, 2022 and April 30, 2022, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.

Series A Non-Voting Redeemable Preferred Stock

On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 5)

The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value.

As of October 31, 2022 and April 30, 2022, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively.

Warrants

On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 7)

On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. (Note 7)

The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended October 31, 2022, and year ended April 30, 2022:

	Number of Shares			Weighted- Average Exercise Price
Balances as of April 30, 2021		-		$	-
Granted		448,000			1.25
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of April 30, 2022		448,000		$	1.25
Granted		-			-
Redeemed		-			-
Exercised		(280,000	)		0.15
Forfeited		-			-
Balances as of October 31, 2022		168,000		$	1.25

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022:

	Year Ended
	April 30,
	2022
Exercise price	$	1.25
Expected term	5 years
Expected average volatility	555% - 591%
Expected dividend yield		-
Risk-free interest rate	0.41% - 0.43%

The following table summarizes information relating to outstanding and exercisable warrants as of October 31, 2022:

Warrants Outstanding						Warrants Exercisable
		Weighted Average
Number		Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares		life (in years)		Exercise Price		of Shares		Exercise Price
	168,000		1.86	$	1.25		168,000	$	1.25

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at October 31, 2022, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of October 31, 2022, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.5699 on October 31, 2022.