RELATED PARTY TRANSACTIONS

6 Months Ended

Oct. 31, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

Related party compensation for the six months ended October 31, 2022 and October 31, 2021, and shareholding and salary payable as of October 31, 2022, and April 30, 2022, are summarized as below:

	Six months ended October 31, 2022
Title	Wages Expense (Recovery)		Management/ Consulting Fees		Stock Compensation
CEO - GPO	$	31,951	$	-	$	129,375
Advisor - Affiliate		-		30,000		-
President		15,000		-		13,125
COO		15,000		-		13,125
CFO		23,762		51,938		402,338
VP Sales		31,951		-		-
President - Distro Plus		22,570		10,000		-
	$	140,234	$	91,938	$	557,963
	Six months ended October 31, 2021
Title	Wages Expense		Management/ Consulting Fees		Stock Compensation
CEO	$	-	$	36,130	$	-
Advisor - Affiliate		-		60,000		11,429,272
President		-		-		270,000
COO		-		-		3,326,040
CFO		-		-		-
VP Sales		-		-		495,000
	$	-	$	96,130	$	15,520,312

	As of October 31, 2022
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting Fees
Title	(Shares)		(Shares)		(Shares)		Payable
CEO		7,287,500		500,000		-	$	5,897
Advisor - Affiliate		6,453,000		500,000		175,000		120,000
President		2,574,167		-		-		-
COO		2,425,833		-		-		-
CFO		650,960		-		-		-
VP Sales		1,168,836		-		-		15,078
President - Distro Plus		-		-		-		2,769
		20,560,296		1,000,000		175,000	$	143,744

	As of April 30, 2022
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting Fees
Title	(Shares)		(Shares)		(Shares)		Payable
CEO		7,162,500		500,000		-	$	8,077
Advisor - Affiliate		6,453,000		500,000		175,000		90,000
President		2,511,667		-		-		20,000
COO		2,363,333		-		-		11,077
CFO		375,000		-		-		8,077
VP Sales		1,288,836		-		-		40,701
		20,154,336		1,000,000		175,000	$	177,932

CEO

During the six months ended October 31, 2022, the Company issued 125,000 shares of common stock to the CEO valued at $129,375.

During the six months ended October 31, 2022 and 2021, the Company incurred management fees of $0 and $36,130 to the CEO, respectively.

During the six months ended October 31, 2022 and 2021, the Company incurred management salary expense of $31,951 and $0 to the CEO, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $5,897 and $8,077, respectively.

Advisor - Affiliate

During the six months ended October 31, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $18. The remaining portion of $1,749,982 was recorded as stock-based compensation expense in Professional fees - related party. 

During the six months ended October 31, 2021, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000.

During the six months ended October 31, 2021, the Company has received $210 cash consideration for the issuance of 1,635,000 shares of ordinary common stock to the executive in pursuant to an agreement signed on August 27, 2021. The Company recorded stock payable for services valued at $2,452,500.

During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $30,000 and $60,000 which includes sign on bonus if $50,000 to the affiliated advisor, respectively. As of October 31, 2022 and April 30, 2022, the total amount due to the affiliated advisor was $120,000 and $90,000, respectively.

President

On October 18, 2022, the Company accepted the voluntary resignation of the President of the Company who will remain an independent member of the Board. On October 21, 2022, the Company has entered into a share recapture agreement for the future recapture of 750,000 shares of common stock out of 2,574,167 common shares that he currently holds as of October 31, 2022. During the six months ended October 31, 2022, the Company recorded forgiveness of debt from Pure Nutrition, which is owned by the President at $84,660, to additional paid in capital.

During the six months ended October 31, 2022, the Company issued 62,500 shares of common stock to the President valued at $13,125.

During the six months ended October 31, 2021, the Company issued 180,000 shares of common stock to the President valued at $270,000.

During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $15,000 and $0 to the President, respectively. During the six months ended October 31, 2022, the Company forgave management salary payable of $35,000 and recorded it to additional paid in capital. As of October 31, 2022 and April 30, 2022, salary payable was $0 and $20,000, respectively.

COO

On October 18, 2022, the Company accepted the voluntary resignation of the COO of the Company, a member of the Board, and all other positions with the Company. On October 18, 2022, the Company has entered into a share recapture agreement for the future recapture 1,369,333 shares of common stock out of 2,456,000 common shares that he currently holds as of October 31, 2022. (Note 11)

During the six months ended October 31, 2022, the Company issued 62,500 shares of common stock to the COO valued at $13,125.

During the six months ended October 31, 2021, the Company issued 55,000 shares of common stock to the COO valued at $82,500.

During the six months ended October 31, 2021, the Company awarded 2,100,000 shares of common stock to the COO value at $3,149,790, net of cash proceeds of $210. These stock awards were issued on December 31, 2021 and were recorded stock payable as of October 31, 2021.

During the six months ended October 31, 2021, the Company recorded stock payable for quarterly vested 62,500 common shares at $93,750.

During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $15,000 and $0 to the COO, respectively. During the six months ended October 31, 2022, the Company forgave management salary payable  of $26,077 and recorded it to additional paid in capital.  As of October 31, 2022 and April 30, 2022, salary payable was $0 and $11,077, respectively.

CFO

On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO.

During the six months ended October 31, 2022, the Company issued 275,960 shares of common stock to the CFO valued at $402,338.

During the six months ended October 31, 2022 and October 31, 2021, the Company incurred management salary of $23,762 and $0 to the CFO, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $0 and $8,077, respectively.

During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $51,938 and $0 to the CFO, respectively.

VP Sales and Marketing

During the six months ended October 31, 2022, the Company issued 80,000 shares of common stock to the VP Sales and Marketing for salary payable at $35,200.

During the six months ended October 31, 2021, the Company issued 330,000 shares of common stock to the VP Sales and Marketing valued at $495,000.

During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $31,951 and $0 to the VP Sales and Marketing, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $15,078 and $40,701, respectively.

President – Distro Plus

On August 29, 2022, the Company entered into an employment agreement for the hiring of President of DISTRO Plus, a division of the Company.

During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $22,570 and $0 to the President, respectively. As of October 31, 2022 and April 30, 2022, salary payable was $2,769 and $0, respectively.

During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $10,000 and $0 to the President, respectively.

As of October 31, 2022 and April 30, 2022, the amount due to the related parties was $143,744 and $177,932.