10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 31, 2022

☐ 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.)

5750 Genesis Court, Suite 220B

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

[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	☒
		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 12, 2022, there were 1,299,896,144 shares of the registrant's $0.001 par value common stock issued and outstanding.

1

VERDE BIO HOLDINGS, INC.*

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

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.

2

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Financial Statements

For the Three Months Ended July 31, 2022 and 2021

(unaudited)

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

F-1

VERDE BIO HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

	July 31, 2022 $	April 30, 2022 $
	(unaudited)
ASSETS
Current Assets
Cash	101,110	141,206
Accounts receivable	143,755	125,828
Prepaid expenses	17,477	28,839
Total current assets	262,342	295,873
Non-current assets
Right-of-use operating lease asset	60,146	72,323
Property and equipment, net	2,770,572	2,778,721
Oil and natural gas properties, net based on the full cost method of accounting	1,793,019	1,938,140
Total assets	4,886,079	5,085,057
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	212,340	168,236
Loan payable	200,200	-
Current portion of operating lease liability	59,490	56,891
Warrant liabilities	1,228,018	1,228,018
Total Current Liabilities	1,700,048	1,453,145
Non-current portion of operating lease liability	5,454	21,337
Total Liabilities	1,705,502	1,474,482
TEMPORARY EQUITY
Series C Preferred Stock:  Designated: 7,600 shares, par value of $0.001 per share Issued and outstanding: 956 and 1,040 shares, respectively	1	1
Series C accrued dividends	42,917	20,308
Total Temporary Equity	42,918	20,309
STOCKHOLDERS’ EQUITY
Series A Preferred Stock  Designated: 500,000 shares, par value of $0.001 per share Issued and outstanding: 500,000 shares	500	500
Common Stock Authorized –5,000,000,000 common shares, par value of $0.001 per share Issued and outstanding: 1,277,573,921 and 1,179,365,468 common shares, respectively	1,277,574	1,179,366
Additional paid-in capital	16,882,484	16,669,291
Accumulated deficit	(15,022,899)	(14,258,891)
Total Stockholders’ Equity	3,137,659	3,590,266
Total Liabilities and  Equity	4,886,079	5,085,057

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

F-2

VERDE BIO HOLDINGS INC.

Condensed Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

	For the three months ended July 31, 2022 $	For the three months ended July 31, 2021 $
Revenue
Mineral property and royalty revenues	209,910	64,599
Operating Expenses
Consulting fees	167,498	108,385
Depletion expense	145,121	21,989
Depreciation expense	15,134	-
General and administrative	469,623	436,024
Professional fees	87,967	77,417
Project expenditures	23,028	98,134
Total Operating Expenses	908,371	741,949
Net Operating Loss	(698,461)	(677,350)
Other Income (Expenses)
Financing cost	(38,200)	-
Interest expense	(27,347)	(367)
Gain on extinguishment of debt	-	4,722
Total Other Income (Expenses)	(65,547)	4,355
Net Loss	(764,008)	(672,995)
Series C Preferred Stock Dividends	(22,609)	-
Net Loss to Common Shareholders	(786,617)	-
Net Loss Per Share – Basic and Diluted	(0.00)	(0.00)
Weighted Average Shares Outstanding – Basic and Diluted	1,225,012,371	1,059,014,157

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

F-3

VERDE BIO HOLDINGS INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Expressed in US dollars)

For the three months ended July 31, 2022 and 2021

(unaudited)

	Series A Preferred Stock		Common Stock		Additional
	Shares	Par Value	Shares	Par Value	Paid-in Capital	Accumulated Deficit	Total
	#	$	#	$	$	$	$
Balance – April 30, 2022	500,000	500	1,179,365,468	1,179,366	16,669,291	(14,258,891)	3,590,266
Series C preferred stock issued for commitment fee	-	-	-	-	5,000	-	5,000
Common shares issued for conversion of Series C preferred stock	-	-	84,908,453	84,908	(84,908)	-	-
Common shares issued for services	-	-	13,300,000	13,300	84,710	-	98,010
Series C preferred stock issued for cash	-	-	-	-	231,000	-	231,000
Series C preferred stock dividend	-	-	-	-	(22,609)	-	(22,609)
Net loss for the period	-	-	-	-	-	(764,008)	(764,008)
Balance – July 31, 2022	500,000	500	1,277,573,921	1,277,574	16,882,484	(15,022,899)	3,137,659

	Series A Preferred Stock		Common Stock		Additional
	Shares	Par Value	Shares	Par Value	Paid-in Capital	Shares Issuable	Accumulated Deficit	Total
	#	$	#	$	$	$	$	$
Balance – April 30, 2021	500,000	500	683,084,699	683,085	12,132,666	676,250	(10,836,745)	2,655,756
Common shares issued upon conversion of notes payable	-	-	6,500,000	6,500	74,750	(81,250)	-	-
Common shares issued for cash	-	-	451,550,000	451,550	4,063,950	(595,000)		3,920,500
Common shares issued for conversion of Series B preferred shares	-	-	15,030,769	15,031	199,909	-	-	214,940
Common shares issued for services	-	-	3,300,000	3,300	45,810	-	-	49,110
Common shares issued to settle accounts payable	-	-	4,000,000	4,000	36,000	-	-	40,000
Share issuance costs	-	-	-	-	(33,165)	-	-	(33,165)
Net loss for the period	-	-	-	-	-	-	(672,995)	(672,995)
Balance – July 31, 2021	500,000	500	1,163,465,468	1,163,466	16,519,920	-	(11,509,740)	6,174,146

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

F-4

VERDE BIO HOLDINGS INC.

Condensed Consolidated Statements of Cash Flow

(Expressed in US dollars)

(unaudited)

	For the three months ended July 31, 2022 $	For the three months ended July 31, 2021 $
Operating Activities
Net loss	(764,008)	(672,995)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset	12,177	10,004
Common stock issued for services	98,010	49,110
Depreciation expense	15,134	-
Depletion expense	145,121	21,989
Gain on settlement of debt	-	(4,722)
Original issue discount and transaction fees on financing	37,200	-
Series C preferred stock issued for commitment fee	5,000	-
Changes in operating assets and liabilities:
Accounts receivable	(17,927)	(45,630)
Prepaid expenses	11,362	5,536
Right-of-use liability	(13,284)	(11,111)
Accounts payable and accrued liabilities	44,104	34,927
Net Cash Used In Operating Activities	(427,111)	(612,892)
Investing Activities
Acquisition of oil and gas properties	-	(3,911,266)
Acquisition of property and equipment	(6,985)	(125,595)
Net Cash Used In Investing Activities	(6,985)	(4,036,861)
Financing Activities
Proceeds from issuance of common stock	-	3,950,500
Proceeds from convertible debenture	175,000	-
Proceeds from issuance of series C preferred shares	219,000	-
Repayment of convertible debenture	-	(5,000)
Share issuance costs	-	(33,165)
Net Cash Provided by Financing Activities	394,000	3,882,335
Change in Cash	(40,096)	(767,418)
Cash – Beginning of Period	141,206	2,087,897
Cash – End of Period	101,110	1,320,479
Supplemental Disclosures
Interest paid	-	-
Income tax paid	-	-
Non-cash investing and financing activities
Common stock issued/issuable for conversion of convertible debentures	-	81,250
Common stock issued for conversion of Series B preferred shares	-	214,940
Common stock issued for settlement of accounts payable	-	10,000
Series C preferred stock accrued dividend	22,609	-
Common stock issued for conversion of Series C preferred stock	84,908	-

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

F-5

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

1.Nature of Operations and Continuance of Business 

Verde Bio Holdings Inc. (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, 2021, 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 has not been significant 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. During the period ended July 31, 2022, the Company incurred a net loss of $764,008 and used cash of $427,111 for operating activities.  As at July 31, 2022, the Company had an accumulated deficit of $15,022,899. 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 financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.Summary of Significant Accounting Policies 

(a)Basis of Presentation and Principles of Consolidation 

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2022. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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.

F-7 

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued) 

(b)Use of Estimates (continued) 

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

(c)Basic and Diluted Net Loss per Share  

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.  As of July 31, 2022, the Company had 91,230,233 (April 30, 2022 – 143,609,408) 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, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the period ended July 31, 2022. 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.

F-8

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued) 

(d)  Fair Value Measurements (continued)

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

(e)Recent Accounting Pronouncements 

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

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

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

On March 11, 2022, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in accordance with ASC 842, Lease, which resulted in initial recognition of right-of-use asset and lease liability of $122,120. The incremental borrowing rate used in the calculation is 18%.

	July 31, 2022	April 30, 2022
	$	$
Components of lease expense were as follows:
Operating lease cost	12,177	43,155
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	16,607	66,430

F-9

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

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

	July 31, 2022	April 30, 2022
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets	60,146	72,323
Operating lease liabilities	64,944	78,228
Weighted Average Remaining Lease Term
Operating leases	1.16 years	1.41 years
Weighted Average Discount Rate
Operating leases	18%	18%

Maturities of lease liabilities are as follows:
Year Ending April 30,	Operating Leases	Operating Leases
2023	49,822	66,430
2024	22,143	22,143
Total lease payments	71,965	88,573
Less: imputed interest	(7,021)	(10,345)
Total	64,944	78,228

4.Royalty Interests in Oil and Gas Properties 

	$
Balance, April 30, 2022	1,938,140
Depletion expense	(145,121)
Balance, July 31, 2022	1,793,019

5.Property and Equipment 

	Land $	Vehicles $	Equipment $	Leasehold Improvements $	Total $
Cost
Balance, April 30, 2022	2,501,924	125,595	36,195	140,881	2,804,595
Additions	-	-	6,985	-	6,985
Balance, July 31, 2022	2,501,924	125,595	43,180	140,881	2,811,580
Accumulated depreciation
Balance, April 30, 2022	-	12,559	6,271	7,044	25,874
Additions	-	6,280	1,810	7,044	15,134
Balance, July 31, 2022	-	18,839	8,081	14,088	41,008
Balance, April 30, 2022	2,501,924	113,036	29,924	133,837	2,778,721
Balance, July 31, 2022	2,501,924	106,756	35,099	126,793	2,770,572

F-10

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

6.Convertible Loan  

On June 3, 2022, the Company entered into a convertible loan agreement with an arms-length party for $200,200 net of original issuance discount of $21,450 and legal fees of $3,750.  Under the terms of the agreement, the Company incurred a one-time interest charge of $24,024 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $22,422 commencing in July 2022.  If the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the Company’s common stock for the last 10 trading days prior to default.  

7.Related Party Transactions 

(a)During the quarter ended July 31, 2022, the Company paid $40,000 to Scott Cox for accrued management and consulting fees.    

8.Common Shares 

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

On May 10, 2022, the Company issued 8,219,179 common shares pursuant to the conversion of 50 shares of Series C preferred stock.

On May 13, 2022, the Company issued 13,000,000 common shares with a fair value of $96,200 for consulting services.

On May 17, 2022, the Company issued 100,000 common shares with a fair value of $750 for consulting services.

On May 26, 2022, the Company issued 18,079,097 common shares pursuant to the conversion of 80 shares of Series C preferred stock.

On June 15, 2022, the Company issued 100,000 common shares with a fair value of $680 for consulting services.

On June 16, 2022, the Company issued 19,900,498 common shares pursuant to the conversion of 100 shares of Series C preferred stock.

On July 8, 2022, the Company issued 17,204,302 common shares pursuant to the conversion of 40 shares of Series C preferred stock.

On July 18, 2022, the Company issued 100,000 common shares with a fair value of $380 for consulting services.

On July 21, 2022, the Company issued 21,505,377 common shares pursuant to the conversion of 50 shares of Series C preferred stock.

9.Preferred Shares 

Authorized: 500,000 Series A preferred shares with a par value of $0.001 per Series A share

7,600 Series C preferred shares with a par value of $0.001 per Series C 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 into 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.

F-11

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

Convertible Preferred Series C stock

On December 3, 2021, the Company entered into a securities purchase agreement (the “December Agreement”) with an arms-length party for the issuance of up to 1,000 shares of convertible preferred Series C stock (“Series C”) for $1,000,000 based on the stated value of $1,000 per share.  Under the December Agreement, the Company has a put option with regards to the Series C shares.  Under the terms of the December Agreement, the Series C shares are non-redeemable, subject to annual dividend payments of 10% and are convertible into common stock of the Company at a discount to the market price of the Company’s common stock at the date of the notice of conversion form the note holder. In addition to the Series C shares, the Company issued an additional 40 Series C shares, with a fair value of $40,000, to the note holder as a commitment fee on the Agreement.  During the period ended July 31, 2022, the Company issued 84,908,453 common shares upon the conversion of 320 Series C preferred stock.  As at July 31, 2022, 720 (April 30, 2022 – 1,040) shares of Series C preferred stock remained unpurchased and outstanding under the December Agreement.

On May 24, 2022, the Company entered into an additional securities purchase agreement (the “May Agreement”) with an arms-length party for the issuance of up to 250 shares of convertible preferred Series C stock for $250,000.  Under the May Agreement, the Company has a put option with regards to the Series C shares.  Under the terms of the May Agreement, the Series C shares are entitled to receive dividends at 8% per annum and are convertible into common stock of the Company at a discount to the market price of the Company’s common stock at the date of the notice of conversion from the note holder.  During the period ended July 31, 2022, the Company issued 231 Series C preferred stock for $219,000, net of issuance and transaction costs of $12,000.  In addition, the Company issued 5 Series C preferred stock with a fair value of $5,000 as a commitment fee with respect to the Agreement.  As at July 31, 2022, the 236 (April 30, 2022 – nil) shares of Series C preferred stock remained unpurchased and outstanding under the May Agreement.  

The Series C preferred stock and the accrued dividends relating to the stock are classified as temporary equity.  As at July 31, 2022, the Company had 956 (April 30, 2022 – 1,040) shares of Series C stock with a carrying value of $1 (April 30, 2022 - $1) and recorded accrued dividend payable of $42,917 (April 30, 2022 - $20,308) which is included in temporary equity and offset against additional paid in capital.  

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

10.Share Purchase Warrants 

	Number of warrants	Weighted average exercise price $
Balance, July 31, 2022 and April 30, 2022	125,043,566	0.01

Additional information regarding share purchase warrants as of July 31, 2022 is as follows:

	Outstanding and exercisable
Range of Exercise Prices $	Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01	125,043,566	4.4

F-12

VERDE BIO HOLDINGS INC.

Notes to the Condensed Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

11. Commitments and Contingencies

On May 28, 2020, the Company and an unrelated party entered into equity financing agreement, whereby the investor agreed to invest up to $5,000,000 over the period of 36 months pursuant to a “put” option held by the Company, subject to certain limitations. The price of the common shares shall be equal to 80% of the lowest traded price during the last 10 trading days leading up to each put notice, subject to a floor of $0.001 per share. As part of the agreement, the Company issued a convertible promissory note to the unrelated party to offset transaction costs of $20,000, which was deemed as earned upon the execution of the agreement. The note is convertible into common 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. The purchase of the shares are subject to a “put” option held by the Company.  As of July 31, 2022 and April 30, 2022, no common shares have been sold pursuant to the equity financing agreement.

12.Subsequent Events 

(a)In August 2022, the Company repaid $44,845 of principal and accrued interest on the outstanding convertible loan.  Refer to Note 6.    

(b)On August 15, 2022, the Company issued 100,000 shares of common stock for services.   

(c)On August 18, 2022, the Company issued 22,222,223 shares of common stock pursuant to the conversion of 35 shares of Series C preferred stock.   

(d)On August 29, 2022, the Company issued 31 shares of its Series C preferred stock for $31,000 in cash. 

(e)On September 12, 2022, the Company received a notice of conversion for 45 shares of Series C preferred stock into 24,000,000 shares of the Company’s common stock.  

F-13

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, 2022	April 30, 2022
	$	$
	(unaudited)
Current Assets	262,342	295,873
Current Liabilities	1,700,048	1,453,145
Working Capital Deficit	(1,437,706)	(1,157,272)

Cash Flows

	July 31, 2022	July 31, 2021
	$	$
	(unaudited)	(unaudited)
Cash Flows used in Operating Activities	(427,111)	(612,892)
Cash Flows from (used in) Investing Activities	(6,985)	(4,036,861)
Cash Flows from Financing Activities	394,000	3,882,335
Net increase (decrease) in Cash During Period	(40,096)	(767,418)

Operating Revenues

During the three months ended July 31, 2022, the Company earned royalty revenues of $209,910 compared to royalty revenues of $64,599 for the three months ended July 31, 2021.  The revenue is derived from its interests in various oil and gas properties and the increase in royalty revenues in the current period was attributed to an increase in the investment in royalty rights based on the Company’s continued investment and development in its operating activities.  As part of the revenues generated from the oil and gas properties, the Company recorded depletion expense of $145,121 during the three months ended July 31, 2022 compared to depletion expense of $21,989 during the period ended July 31, 2021 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.  The overall increase in depletion expense is reflective of the overall increase in investment in royalty properties.  

4

Operating Expenses and Net Loss

Three Months Ended July 31, 2022 and 2021 

During the three months ended July 31, 2022, the Company incurred operating expenses of $908,371 compared to operating expenses of $741,949 during the three months ended July 31, 2021.  The increase in operating expenses was due to an increase in operating activity for the majority of the Company’s operating activities, which is due in part to an increase in the overall number of royalty properties held by the Company during the current fiscal period compared to the prior fiscal period.  Included in the increase in operating expenses was an increase in consulting fees of $59,113, an increase in general and administrative costs of $33,599, and an increase in professional fees of $10,550.  Offsetting the increase in operating expenses was a decrease in project expenditures of $75,106, as the Company was heavily investing in new properties during the period ended July 31, 2021 whereas the current year period was focused on building economic stability based on the Company’s portfolio of assets, as the Company did not add any new royalty properties during the current fiscal period.  

Net loss for the three months ended July 31, 2022 was $764,008 compared to a net loss of $672,995 during the three months ended July 31, 2021.  In addition to revenues and operating expenses, the Company incurred financing costs of $38,200 related to issuance discounts and legal and transaction fees related to a new convertible loan agreement for $200,200 and a new agreement signed in May 2022 for additional issuances of up to 250 Series C preferred shares.  Furthermore, the Company incurred $27,347 of interest expense, which included $24,024 of interest expense on a one-time interest charge relating to the new convertible loan agreement, and accrued dividends related to outstanding Series C preferred stock of $22,609.  Conversely, during the three months ended July 31, 2021, the Company had a gain on extinguishment of outstanding debt of $4,722 and interest expense of $367.  

For the three months ended July 31, 2022 and 2021, the Company recorded a basic and diluted loss per share of $0.00.

Liquidity and Capital Resources

As at July 31, 2022, the Company had cash of $101,110 and total assets of $4,886,079 compared to cash of $141,206 and total assets of $5,085,057 as at April 30, 2022.  Overall, the Company’s cash and asset balances were relatively consistent, as the Company did not acquire any new oil and natural gas properties during the period and only received financing from a convertible loan agreement and Series C preferred stock issuances to support its ongoing development and operating activities.  

The Company had total liabilities of $1,705,502 as at July 31, 2022 compared to $1,474,482 as at April 30, 2022.  The increase in liabilities was due to a new convertible loan agreement for $200,200, which included an additional accrued interest charge of $24,024 which was recorded in accounts payable and accrued liabilities.  Outside of the new convertible loan agreement, there were no other significant transactions relating to the Company’s total liabilities.  

As of July 31, 2022, the Company had a working capital deficit of $1,437,706 compared to a working capital deficit of $1,157,272 as at April 30, 2022.  The increase in the working capital deficit was due to the new convertible loan agreement of $200,200 with the accrued interest charge of $24,024, which was used to fund the Company’s ongoing operating activity.  

During the period ended July 31, 2022, the Company entered into a new Series C preferred stock agreement that allowed investors to subscribe for up to 250 Series C preferred stock at $1,000 per stock for overall proceeds of $250,000.   As at July 31, 2022, the Company had issued 231 shares of Series C preferred stock for proceeds of $231,000 less $12,000 for legal and transaction costs.  The Company also issued 13,300,000 common shares for services with a fair value of $98,010 and issued 84,908,453 common shares pursuant to the exercise of 320 shares of Series C preferred stock related to the December 2021 Series C preferred stock agreement.  

Cash Flow from Operating Activities

During the three months ended July 31, 2022, the Company used $427,111 of cash for operating activities compared to $612,892 of cash for operating activities during the three months ended July 31, 2021.  The decrease in the use of cash for operating activities was due to lower project expenditure costs as the Company incurred more time and cost in the prior fiscal period on project evaluation as the Company was focused on acquisition of new properties whereas in the current fiscal period, the Company was focused on the overall management of the Company’s existing portfolio of oil and natural gas properties.

5

Cash Flow from Investing Activities

During the three months ended July 31, 2022, the Company used $6,985 of cash for investing activities, which was used for acquisition of equipment.  Conversely, during the three months ended July 31, 2021, the Company incurred cash of $4,036,861 of cash for investing activities including $3,911,266 for purchases of oil and gas properties and $125,595 of equipment as the Company was heavily focused on building its portfolio of oil and natural gas properties during the prior year.  

Cash Flow from Financing Activities

During the three months ended July 31, 2022, the Company raised $394,000 of cash from financing activities, which included $175,000 (net of OID and legal fees of $25,200) from the issuance of a convertible note payable and $219,000 (net of legal and transaction fees of $12,000) from the issuance of 231 Series C preferred stock.  During the three months ended July 31, 2021, the Company received $3,882,335 of cash from financing activities, including $3,950,500 from the issuance of common shares less repayment of $5,000 to repay the outstanding balance of a convertible debenture and $33,165 of share issuance costs.  

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the period ended July 31, 2022, the Company incurred a net loss of $764,008 and used cash of $427,111 for operating activities.  At July 31, 2022, the Company has an accumulated deficit of $15,022,899. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  The unaudited condensed 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.

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.

6

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, 2022. 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 and Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

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, 2022, that occurred during the period 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.

7

ITEM 4.   MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.   OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3.1	Amended and Restated Articles of Incorporation	Filed previously and incorporated by reference
3.2	Amended and Restated Certificate of Designation for Series C Preferred Shares (incorporated by reference as Exhibit 3.1 to Form 8K filed June 1, 2022)	Filed previously and incorporated by reference
3.3	Bylaws	Filed previously and incorporated by reference.
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. 

8

SIGNATURES

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

	VERDE BIO HOLDINGS, INC.
Dated: September 14, 2022	By:	/s/ Scott Cox
		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 14, 2022	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 amended quarterly report for the period ended July 31, 2022 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 14, 2022	/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 amended quarterly report for the period ended July 31, 2022 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 14, 2022	/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 Amended Quarterly Report of Verde Bio Holdings, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2022 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 14, 2022	/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 Amended Quarterly Report of Verde Bio Holdings, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2022 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. 

Date: September 14, 2022	/s/ SCOTT COX
	Scott Cox, Principal Financial Officer
	Verde Bio Holdings, Inc.

XML

Document and Entity Information - shares	3 Months Ended
	Jul. 31, 2022	Sep. 12, 2022
Details
Registrant CIK	0001490054
Fiscal Year End	--04-30
Registrant Name	VERDE BIO HOLDINGS, INC.
SEC Form	10-Q
Period End date	Jul. 31, 2022
Tax Identification Number (TIN)	30-0678378
Number of common stock shares outstanding		1,299,896,144
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54524
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5750 Genesis Court
Entity Address, Address Line Two	Suite 220B
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	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

XML

Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2022	Apr. 30, 2022
Current Assets
Cash	$ 101,110	$ 141,206
Accounts receivable	143,755	125,828
Prepaid expenses	17,477	28,839
Total current assets	262,342	295,873
Non-current assets
Operating Lease, Right-of-Use Asset	60,146	72,323
Property and equipment, net	2,770,572	2,778,721
Oil and natural gas properties, net based on the full cost method of accounting	1,793,019	1,938,140
Total assets	4,886,079	5,085,057
Current Liabilities
Accounts payable and accrued liabilities	212,340	168,236
Loan payable	200,200	0
Current portion of operating lease liability	59,490	56,891
Warrant liabilities	1,228,018	1,228,018
Total Current Liabilities	1,700,048	1,453,145
Non-current portion of operating lease liability	5,454	21,337
Total Liabilities	1,705,502	1,474,482
STOCKHOLDERS' EQUITY
Common Stock Authorized -5,000,000,000 common shares, par value of $0.001 per share Issued and outstanding: 1,277,573,921 and 1,179,365,468 common shares, respectively	1,277,574	1,179,366
Additional paid-in capital	16,882,484	16,669,291
Accumulated deficit	(15,022,899)	(14,258,891)
Total Stockholders' Equity	3,137,659	3,590,266
Total Liabilities and Equity	4,886,079	5,085,057
Series C Preferred Stock
STOCKHOLDERS' EQUITY
Preferred Stock, Value	1	1
TEMPORARY EQUITY
Preferred Stock, Value	1	1
Series C accrued dividends	42,917	20,308
Total Temporary Equity	42,918	20,309
Series A Preferred Stock
STOCKHOLDERS' EQUITY
Preferred Stock, Value	500	500
TEMPORARY EQUITY
Preferred Stock, Value	$ 500	$ 500

XML

Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Jul. 31, 2022	Apr. 30, 2022
Preferred Stock, Par or Stated Value Per Share	$ 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	1,277,573,921	1,179,365,468
Common Stock, Shares, Outstanding	1,277,573,921	1,179,365,468
Series C Preferred Stock
Preferred Stock, Shares Authorized	7,600	7,600
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	956	1,040
Preferred Stock, Shares Outstanding	956	1,040
Series A Preferred Stock
Preferred Stock, Shares Authorized	500,000	500,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	500,000	500,000
Preferred Stock, Shares Outstanding	500,000	500,000

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Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Revenue
Mineral property and royalty revenues	$ 209,910	$ 64,599
Operating Expenses
Consulting fees	167,498	108,385
Depreciation expense	15,134	0
General and administrative	469,623	436,024
Professional fees	87,967	77,417
Project expenditures	23,028	98,134
Total Operating Expenses	908,371	741,949
Depletion expense	145,121	21,989
Net Operating Loss	(698,461)	(677,350)
Other Income (Expenses)
Financing cost	(38,200)	0
Interest expense	(27,347)	(367)
Gain on extinguishment of debt	0	4,722
Total Other Income (Expenses)	(65,547)	4,355
Net Loss	(764,008)	(672,995)
Series C Preferred Stock Dividends	(22,609)	0
Net Loss to Common Shareholders	$ (786,617)	$ 0
Net Loss Per Share - Basic and Diluted	$ (0.00)	$ (0.00)
Weighted Average Shares Outstanding - Basic and Diluted	1,225,012,371	1,059,014,157

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Consolidated Statement of Stockholder's Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total	Shares Issuable
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2021	$ 500	$ 683,085	$ 12,132,666	$ (10,836,745)	$ 2,655,756	$ 676,250
Shares, Outstanding, Beginning Balance at Apr. 30, 2021	500,000	683,084,699
Series C preferred stock issued for commitment fee					0
Stock Issued During Period, Value, Conversion of Units	$ 0	$ 6,500	74,750	0	0	(81,250)
Stock Issued During Period, Shares, Conversion of Units		6,500,000
Common stock issued for services	0	$ 3,300	45,810	0	49,110	0
Shares issued for services, Shares		3,300,000
Common shares issued for cash, Value	0	$ 451,550	4,063,950		3,920,500	(595,000)
Common shares issued for cash, Shares		451,550,000
Share issuance costs	0	$ 0	(33,165)	0	(33,165)	0
Common shares issued upon conversion of Series B preferred shares, Value	0	$ 15,031	199,909	0	214,940	0
Common shares issued upon conversion of Series B preferred shares, Shares		15,030,769
Net Loss	$ 0	$ 0	0	(672,995)	(672,995)	0
Shares, Outstanding, Ending Balance at Jul. 31, 2021	500,000	1,163,465,468
Stockholders' Equity Attributable to Parent, Ending Balance at Jul. 31, 2021	$ 500	$ 1,163,466	16,519,920	(11,509,740)	6,174,146	0
Series C preferred stock issued for commitment fee					0
Common stock issued for settlement of accounts payable	0	$ 4,000	36,000	0	40,000	$ 0
Common shares issued to settle accounts payable, Shares		4,000,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Apr. 30, 2022	$ 500	$ 1,179,366	16,669,291	(14,258,891)	3,590,266
Shares, Outstanding, Beginning Balance at Apr. 30, 2022	500,000	1,179,365,468
Series C preferred stock issued for commitment fee	$ 0	$ 0	5,000	0	5,000
Common shares issued for conversion of Series C preferred stock	0	$ 84,908	(84,908)	0	$ 0
Common shares issued for conversion of Series C preferred stock, Stock		84,908,453			84,908,453
Common stock issued for services	0	$ 13,300	84,710	0	$ 98,010
Shares issued for services, Shares		13,300,000
Series C preferred stock issued for cash	0	$ 0	231,000	0	231,000
Net Loss	$ 0	$ 0	0	(764,008)	(764,008)
Shares, Outstanding, Ending Balance at Jul. 31, 2022	500,000	1,277,573,921
Stockholders' Equity Attributable to Parent, Ending Balance at Jul. 31, 2022	$ 500	$ 1,277,574	16,882,484	(15,022,899)	3,137,659
Series C preferred stock issued for commitment fee	0	0	5,000	0	5,000
Series C preferred stock dividend	$ 0	$ 0	$ (22,609)	$ 0	$ (22,609)

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Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Operating Activities
Net Loss	$ (764,008)	$ (672,995)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of right-of-use asset	12,177	10,004
Common stock issued for services	98,010	49,110
Depreciation expense	15,134	0
Depletion expense	145,121	21,989
Gain on settlement of debt	0	(4,722)
Original issue discount and transaction fees on financing	37,200	0
Series C preferred stock issued for commitment fee	5,000	0
Changes in operating assets and liabilities
Accounts receivable	(17,927)	(45,630)
Prepaid expenses	11,362	5,536
Right-of-use liability	(13,284)	(11,111)
Accounts payable and accrued liabilities	44,104	34,927
Net Cash Used In Operating Activities	(427,111)	(612,892)
Investing Activities
Acquisition of oil and gas properties	0	(3,911,266)
Acquisition of property and equipment	(6,985)	(125,595)
Net Cash Used In Investing Activities	(6,985)	(4,036,861)
Financing Activities
Proceeds from issuance of common stock	0	3,950,500
Proceeds from convertible debenture	175,000	0
Proceeds from issuance of series C preferred shares	219,000	0
Repayment of convertible debenture	0	(5,000)
Payments of Stock Issuance Costs	0	(33,165)
Net Cash Provided by Financing Activities	394,000	3,882,335
Change in Cash	(40,096)	(767,418)
Cash - Beginning of Period	141,206	2,087,897
Cash - End of Period	101,110	1,320,479
Supplemental Disclosures
Interest paid	0	0
Income tax paid	0	0
Non-cash investing and financing activities
Stock Issued During Period, Value, Conversion of Convertible Securities	0	81,250
Conversion of Stock, Amount Issued	0	214,940
Common stock issued for settlement of accounts payable	0	10,000
Series C preferred stock accrued dividend	22,609	0
Common stock issued for conversion of Series C preferred stock	$ 84,908	$ 0

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1. Nature of Operations and Continuance of Business

3 Months Ended

Jul. 31, 2022

Notes

1. Nature of Operations and Continuance of Business

1.Nature of Operations and Continuance of Business 

Verde Bio Holdings Inc. (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, 2021, 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 has not been significant 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. During the period ended July 31, 2022, the Company incurred a net loss of $764,008 and used cash of $427,111 for operating activities.  As at July 31, 2022, the Company had an accumulated deficit of $15,022,899. 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 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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2. Summary of Significant Accounting Policies

3 Months Ended

Jul. 31, 2022

Notes

2. Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies 

(a)Basis of Presentation and Principles of Consolidation 

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2022. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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.

2.Summary of Significant Accounting Policies (continued) 

(b)Use of Estimates (continued) 

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

(c)Basic and Diluted Net Loss per Share  

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.  As of July 31, 2022, the Company had 91,230,233 (April 30, 2022 – 143,609,408) 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, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the period ended July 31, 2022. 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.

2.Summary of Significant Accounting Policies (continued) 

(d)  Fair Value Measurements (continued)

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

(e)Recent Accounting Pronouncements 

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

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

3 Months Ended

Jul. 31, 2022

Notes

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

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

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

On March 11, 2022, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in accordance with ASC 842, Lease, which resulted in initial recognition of right-of-use asset and lease liability of $122,120. The incremental borrowing rate used in the calculation is 18%.

	July 31, 2022	April 30, 2022
	$	$
Components of lease expense were as follows:
Operating lease cost	12,177	43,155
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	16,607	66,430

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

	July 31, 2022	April 30, 2022
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets	60,146	72,323
Operating lease liabilities	64,944	78,228
Weighted Average Remaining Lease Term
Operating leases	1.16 years	1.41 years
Weighted Average Discount Rate
Operating leases	18%	18%

Maturities of lease liabilities are as follows:
Year Ending April 30,	Operating Leases	Operating Leases
2023	49,822	66,430
2024	22,143	22,143
Total lease payments	71,965	88,573
Less: imputed interest	(7,021)	(10,345)
Total	64,944	78,228

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4. Royalty Interests in Oil and Gas Properties

3 Months Ended

Jul. 31, 2022

Notes

4. Royalty Interests in Oil and Gas Properties

4.Royalty Interests in Oil and Gas Properties 

	$
Balance, April 30, 2022	1,938,140
Depletion expense	(145,121)
Balance, July 31, 2022	1,793,019

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5. Property and Equipment

3 Months Ended

Jul. 31, 2022

Notes

5. Property and Equipment

5.Property and Equipment 

	Land $	Vehicles $	Equipment $	Leasehold Improvements $	Total $
Cost
Balance, April 30, 2022	2,501,924	125,595	36,195	140,881	2,804,595
Additions	-	-	6,985	-	6,985
Balance, July 31, 2022	2,501,924	125,595	43,180	140,881	2,811,580
Accumulated depreciation
Balance, April 30, 2022	-	12,559	6,271	7,044	25,874
Additions	-	6,280	1,810	7,044	15,134
Balance, July 31, 2022	-	18,839	8,081	14,088	41,008
Balance, April 30, 2022	2,501,924	113,036	29,924	133,837	2,778,721
Balance, July 31, 2022	2,501,924	106,756	35,099	126,793	2,770,572

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6. Convertible Loan

3 Months Ended

Jul. 31, 2022

Notes

6. Convertible Loan

6.Convertible Loan  

On June 3, 2022, the Company entered into a convertible loan agreement with an arms-length party for $200,200 net of original issuance discount of $21,450 and legal fees of $3,750.  Under the terms of the agreement, the Company incurred a one-time interest charge of $24,024 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $22,422 commencing in July 2022.  If the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the Company’s common stock for the last 10 trading days prior to default.  

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7. Related Party Transactions

3 Months Ended

Jul. 31, 2022

Notes

7. Related Party Transactions

7.Related Party Transactions 

(a)During the quarter ended July 31, 2022, the Company paid $40,000 to Scott Cox for accrued management and consulting fees.    

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8. Common Shares

3 Months Ended

Jul. 31, 2022

Notes

8. Common Shares

8.Common Shares 

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

On May 10, 2022, the Company issued 8,219,179 common shares pursuant to the conversion of 50 shares of Series C preferred stock.

On May 13, 2022, the Company issued 13,000,000 common shares with a fair value of $96,200 for consulting services.

On May 17, 2022, the Company issued 100,000 common shares with a fair value of $750 for consulting services.

On May 26, 2022, the Company issued 18,079,097 common shares pursuant to the conversion of 80 shares of Series C preferred stock.

On June 15, 2022, the Company issued 100,000 common shares with a fair value of $680 for consulting services.

On June 16, 2022, the Company issued 19,900,498 common shares pursuant to the conversion of 100 shares of Series C preferred stock.

On July 8, 2022, the Company issued 17,204,302 common shares pursuant to the conversion of 40 shares of Series C preferred stock.

On July 18, 2022, the Company issued 100,000 common shares with a fair value of $380 for consulting services.

On July 21, 2022, the Company issued 21,505,377 common shares pursuant to the conversion of 50 shares of Series C preferred stock.

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9. Preferred Shares

3 Months Ended

Jul. 31, 2022

Notes

9. Preferred Shares

9.Preferred Shares 

Authorized: 500,000 Series A preferred shares with a par value of $0.001 per Series A share

7,600 Series C preferred shares with a par value of $0.001 per Series C 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 into 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 C stock

On December 3, 2021, the Company entered into a securities purchase agreement (the “December Agreement”) with an arms-length party for the issuance of up to 1,000 shares of convertible preferred Series C stock (“Series C”) for $1,000,000 based on the stated value of $1,000 per share.  Under the December Agreement, the Company has a put option with regards to the Series C shares.  Under the terms of the December Agreement, the Series C shares are non-redeemable, subject to annual dividend payments of 10% and are convertible into common stock of the Company at a discount to the market price of the Company’s common stock at the date of the notice of conversion form the note holder. In addition to the Series C shares, the Company issued an additional 40 Series C shares, with a fair value of $40,000, to the note holder as a commitment fee on the Agreement.  During the period ended July 31, 2022, the Company issued 84,908,453 common shares upon the conversion of 320 Series C preferred stock.  As at July 31, 2022, 720 (April 30, 2022 – 1,040) shares of Series C preferred stock remained unpurchased and outstanding under the December Agreement.

On May 24, 2022, the Company entered into an additional securities purchase agreement (the “May Agreement”) with an arms-length party for the issuance of up to 250 shares of convertible preferred Series C stock for $250,000.  Under the May Agreement, the Company has a put option with regards to the Series C shares.  Under the terms of the May Agreement, the Series C shares are entitled to receive dividends at 8% per annum and are convertible into common stock of the Company at a discount to the market price of the Company’s common stock at the date of the notice of conversion from the note holder.  During the period ended July 31, 2022, the Company issued 231 Series C preferred stock for $219,000, net of issuance and transaction costs of $12,000.  In addition, the Company issued 5 Series C preferred stock with a fair value of $5,000 as a commitment fee with respect to the Agreement.  As at July 31, 2022, the 236 (April 30, 2022 – nil) shares of Series C preferred stock remained unpurchased and outstanding under the May Agreement.  

The Series C preferred stock and the accrued dividends relating to the stock are classified as temporary equity.  As at July 31, 2022, the Company had 956 (April 30, 2022 – 1,040) shares of Series C stock with a carrying value of $1 (April 30, 2022 - $1) and recorded accrued dividend payable of $42,917 (April 30, 2022 - $20,308) which is included in temporary equity and offset against additional paid in capital.  

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

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10. Share Purchase Warrants

3 Months Ended

Jul. 31, 2022

Notes

10. Share Purchase Warrants

10.Share Purchase Warrants 

	Number of warrants	Weighted average exercise price $
Balance, July 31, 2022 and April 30, 2022	125,043,566	0.01

Additional information regarding share purchase warrants as of July 31, 2022 is as follows:

	Outstanding and exercisable
Range of Exercise Prices $	Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01	125,043,566	4.4

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11. Commitments and Contingencies

3 Months Ended

Jul. 31, 2022

Notes

11. Commitments and Contingencies

11. Commitments and Contingencies

On May 28, 2020, the Company and an unrelated party entered into equity financing agreement, whereby the investor agreed to invest up to $5,000,000 over the period of 36 months pursuant to a “put” option held by the Company, subject to certain limitations. The price of the common shares shall be equal to 80% of the lowest traded price during the last 10 trading days leading up to each put notice, subject to a floor of $0.001 per share. As part of the agreement, the Company issued a convertible promissory note to the unrelated party to offset transaction costs of $20,000, which was deemed as earned upon the execution of the agreement. The note is convertible into common 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. The purchase of the shares are subject to a “put” option held by the Company.  As of July 31, 2022 and April 30, 2022, no common shares have been sold pursuant to the equity financing agreement.

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12. Subsequent Events

3 Months Ended

Jul. 31, 2022

Notes

12. Subsequent Events

12.Subsequent Events 

(a)In August 2022, the Company repaid $44,845 of principal and accrued interest on the outstanding convertible loan.  Refer to Note 6.    

(b)On August 15, 2022, the Company issued 100,000 shares of common stock for services.   

(c)On August 18, 2022, the Company issued 22,222,223 shares of common stock pursuant to the conversion of 35 shares of Series C preferred stock.   

(d)On August 29, 2022, the Company issued 31 shares of its Series C preferred stock for $31,000 in cash. 

(e)On September 12, 2022, the Company received a notice of conversion for 45 shares of Series C preferred stock into 24,000,000 shares of the Company’s common stock.  

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

3 Months Ended

Jul. 31, 2022

Policies

(a) Basis of Presentation and Principles of Consolidation

(a)Basis of Presentation and Principles of Consolidation 

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2022. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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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2. Summary of Significant Accounting Policies: (b) Use of Estimates (Policies)

3 Months Ended

Jul. 31, 2022

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.

2.Summary of Significant Accounting Policies (continued) 

(b)Use of Estimates (continued) 

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

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

3 Months Ended

Jul. 31, 2022

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, 2022, the Company had 91,230,233 (April 30, 2022 – 143,609,408) potentially dilutive common shares outstanding.

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

3 Months Ended

Jul. 31, 2022

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, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the period ended July 31, 2022. 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.

2.Summary of Significant Accounting Policies (continued) 

(d)  Fair Value Measurements (continued)

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

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

3 Months Ended

Jul. 31, 2022

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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3. Right-of-Use Operating Lease Asset and Lease Liability: Lessee, Operating Lease, Disclosure (Tables)

3 Months Ended

Jul. 31, 2022

Tables/Schedules

Lessee, Operating Lease, Disclosure

	July 31, 2022	April 30, 2022
	$	$
Components of lease expense were as follows:
Operating lease cost	12,177	43,155
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	16,607	66,430

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

	July 31, 2022	April 30, 2022
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets	60,146	72,323
Operating lease liabilities	64,944	78,228
Weighted Average Remaining Lease Term
Operating leases	1.16 years	1.41 years
Weighted Average Discount Rate
Operating leases	18%	18%

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3. Right-of-Use Operating Lease Asset and Lease Liability: Schedule of Future Minimum Rental Payments for Operating Leases (Tables)

3 Months Ended

Jul. 31, 2022

Tables/Schedules

Schedule of Future Minimum Rental Payments for Operating Leases

Maturities of lease liabilities are as follows:
Year Ending April 30,	Operating Leases	Operating Leases
2023	49,822	66,430
2024	22,143	22,143
Total lease payments	71,965	88,573
Less: imputed interest	(7,021)	(10,345)
Total	64,944	78,228

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4. Royalty Interests in Oil and Gas Properties: Schedule Of Oil And Gas Property Table (Tables)

3 Months Ended

Jul. 31, 2022

Tables/Schedules

Schedule Of Oil And Gas Property Table

	$
Balance, April 30, 2022	1,938,140
Depletion expense	(145,121)
Balance, July 31, 2022	1,793,019

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5. Property and Equipment: Schedule of Property and Equipment (Tables)

3 Months Ended

Jul. 31, 2022

Tables/Schedules

Schedule of Property and Equipment

	Land $	Vehicles $	Equipment $	Leasehold Improvements $	Total $
Cost
Balance, April 30, 2022	2,501,924	125,595	36,195	140,881	2,804,595
Additions	-	-	6,985	-	6,985
Balance, July 31, 2022	2,501,924	125,595	43,180	140,881	2,811,580
Accumulated depreciation
Balance, April 30, 2022	-	12,559	6,271	7,044	25,874
Additions	-	6,280	1,810	7,044	15,134
Balance, July 31, 2022	-	18,839	8,081	14,088	41,008
Balance, April 30, 2022	2,501,924	113,036	29,924	133,837	2,778,721
Balance, July 31, 2022	2,501,924	106,756	35,099	126,793	2,770,572

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10. Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)

3 Months Ended

Jul. 31, 2022

Warrant

Schedule of Stockholders' Equity Note, Warrants or Rights

	Number of warrants	Weighted average exercise price $
Balance, July 31, 2022 and April 30, 2022	125,043,566	0.01

Additional information regarding share purchase warrants as of July 31, 2022 is as follows:

	Outstanding and exercisable
Range of Exercise Prices $	Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01	125,043,566	4.4

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1. Nature of Operations and Continuance of Business (Details) - USD ($)	3 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Apr. 30, 2022
Details
Entity Incorporation, Date of Incorporation	Feb. 24, 2010
Working Capital (Deficit)	$ (764,008)
Net Cash Used In Operating Activities	(427,111)	$ (612,892)
Accumulated deficit	$ (15,022,899)		$ (14,258,891)

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2. Summary of Significant Accounting Policies: (c) Basic and Diluted Net Loss Per Share (Details) - shares	3 Months Ended	12 Months Ended
	Jul. 31, 2022	Apr. 30, 2022
Details
Potentially dilutive shares outstanding	91,230,233	143,609,408

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3. Right-of-Use Operating Lease Asset and Lease Liability: Lessee, Operating Lease, Disclosure (Details) - USD ($)	3 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Apr. 30, 2022
Details
Operating Lease Cost1	$ 12,177		$ 43,155
Operating Lease, Payments	16,607	$ 66,430
Right Of Use Assets Obtained In Exchange For Lease Obligations	60,146		72,323
Operating Lease, Liability	$ 64,944		$ 78,228
Weighted Average Remaining Lease Term	1 year 1 month 28 days		1 year 4 months 28 days
Weighted Average Discount Rate	18.00%		18.00%

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3. Right-of-Use Operating Lease Asset and Lease Liability: Schedule of Future Minimum Rental Payments for Operating Leases (Details) - USD ($)	Jul. 31, 2022	Apr. 30, 2022
Details
2023	$ 49,822	$ 66,430
2024	22,143	22,143
Total lease payments	71,965	88,573
Less: imputed interest	(7,021)	(10,345)
Total	$ 64,944	$ 78,228

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4. Royalty Interests in Oil and Gas Properties: Schedule Of Oil And Gas Property Table (Details) - USD ($)			3 Months Ended
	Jul. 31, 2022	Apr. 30, 2022	Jul. 31, 2022
Details
Oil and natural gas properties, net based on the full cost method of accounting	$ 1,793,019	$ 1,938,140	$ 1,793,019
Depreciation, Depletion and Amortization, Nonproduction	$ (145,121)	$ (25,874)	$ (41,008)

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5. Property and Equipment: Schedule of Property and Equipment (Details) - USD ($)			3 Months Ended
	Jul. 31, 2022	Apr. 30, 2022	Jul. 31, 2022
Land
Property, Plant and Equipment, Gross	$ 2,501,924	$ 2,501,924	$ 2,501,924
Additions			0
Depreciation, Depletion and Amortization, Nonproduction		0	0
Additions			0
Property and equipment, net	2,501,924	2,501,924	2,501,924
Vehicles
Property, Plant and Equipment, Gross	125,595	125,595	125,595
Additions			0
Depreciation, Depletion and Amortization, Nonproduction		12,559	18,839
Additions			6,280
Property and equipment, net	106,756	113,036	106,756
Equipment
Property, Plant and Equipment, Gross	43,180	36,195	43,180
Additions			6,985
Depreciation, Depletion and Amortization, Nonproduction		6,271	8,081
Additions			1,810
Property and equipment, net	35,099	29,924	35,099
Leasehold Improvements
Property, Plant and Equipment, Gross	140,881	140,881	140,881
Additions			0
Depreciation, Depletion and Amortization, Nonproduction		7,044	14,088
Additions			7,044
Property and equipment, net	126,793	133,837	126,793
Property, Plant and Equipment, Gross	2,811,580	2,804,595	2,811,580
Additions			6,985
Depreciation, Depletion and Amortization, Nonproduction	145,121	25,874	41,008
Additions			15,134
Property and equipment, net	$ 2,770,572	$ 2,778,721	$ 2,770,572

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6. Convertible Loan (Details) - USD ($)		3 Months Ended
	Jul. 31, 2022	Jul. 31, 2022	Apr. 30, 2022
Loan payable	$ 200,200	$ 200,200	$ 0
Original issuance discount on convertible loan	21,450
Legal and transaction fees applied against proceeds of convertible loan	3,750
Accounts payable and accrued liabilities	212,340	212,340	$ 168,236
Convertible Loan
Accounts payable and accrued liabilities	$ 24,024	24,024
Monthly Repayment		$ 22,422

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7. Related Party Transactions (Details)	3 Months Ended
	Jul. 31, 2022 USD ($)
Consultant
Management Fee Expense	$ 40,000

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8. Common Shares (Details) - USD ($)	3 Months Ended
	Jul. 31, 2022	Apr. 30, 2022
Common Stock, Shares Authorized	5,000,000,000	5,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Stock Issuances1
Stock Issued During Period, Shares, New Issues	8,219,179
Stock Issuances1 | Series C Preferred Stock
Stock Issued During Period, Shares, New Issues	50
Stock Issuances2
Stock Issued During Period, Shares, New Issues	13,000,000
Stock Issued During Period, Value, New Issues	$ 96,200
Stock Issuances3
Stock Issued During Period, Shares, New Issues	100,000
Stock Issued During Period, Value, New Issues	$ 750
Stock Issuances4
Stock Issued During Period, Shares, New Issues	18,079,097
Stock Issuances4 | Series C Preferred Stock
Stock Issued During Period, Shares, New Issues	80
Stock Issuances5
Stock Issued During Period, Shares, New Issues	100,000
Stock Issued During Period, Value, New Issues	$ 680
Stock Issuances6
Stock Issued During Period, Shares, New Issues	19,900,498
Stock Issuances6 | Series C Preferred Stock
Stock Issued During Period, Shares, New Issues	100
Stock Issuances7
Stock Issued During Period, Shares, New Issues	17,204,302
Stock Issuances7 | Series C Preferred Stock
Stock Issued During Period, Shares, New Issues	40
Stock Issuances 8
Stock Issued During Period, Shares, New Issues	100,000
Stock Issued During Period, Value, New Issues	$ 380
Stock Issuances 9
Stock Issued During Period, Shares, New Issues	21,505,377
Stock Issuances 9 | Series C Preferred Stock
Stock Issued During Period, Shares, New Issues	50

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9. Preferred Shares (Details) - USD ($)				3 Months Ended
	Jan. 27, 2022	Dec. 08, 2021	Apr. 18, 2017	Jul. 31, 2022	Jul. 31, 2021	May 24, 2022	Apr. 30, 2022	Dec. 03, 2021
Preferred Stock, Par or Stated Value Per Share				$ 0.001
Common shares issued for conversion of Series C preferred stock, Stock				84,908,453
Proceeds from issuance of series C preferred shares				$ 219,000	$ 0
Legal and transaction fees applied against proceeds of Series C preferred stock				12,000
Series C preferred stock issued for commitment fee				5,000	$ 0
Warrants Issued	63,157,895	61,885,671
Warrant liabilities				1,228,018			$ 1,228,018
Preferred Stock
Series C preferred stock issued for commitment fee				$ 0
Series A Preferred Stock
Preferred Stock, Shares Authorized				500,000			500,000
Preferred Stock, Par or Stated Value Per Share				$ 0.001			$ 0.001
Preferred Stock, Shares Issued			500,000	500,000			500,000
Preferred Stock, Value				$ 500			$ 500
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 into 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.
Series C Preferred Stock
Preferred Stock, Shares Authorized				7,600			7,600
Preferred Stock, Par or Stated Value Per Share				$ 0.001			$ 0.001
Preferred Stock, Shares Issued				956			1,040
Preferred stock issuable - Value						$ 250,000		$ 40,000
Preferred Stock, Value				$ 1			$ 1
Series C accrued dividends				$ 42,917			$ 20,308

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10. Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - Warrant - $ / shares	3 Months Ended
	Jul. 31, 2022	Apr. 30, 2022
Shares, Outstanding	125,043,566	125,043,566
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.01	$ 0.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 4 months 24 days