Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended

July 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

FORMATION MINERALS, INC.
(Exact Name of Registrant as Specified in its Charter)

Nevada

001-41209

87-2406468

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

P.O. Box 67

Jacksboro, Texas

76458

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 217-4080

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 20, 2024, the Registrant had 91,380,533 had shares of common stock, $0.01 par value per share, issued and outstanding.

FORMATION MINERALS, INC.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	1
ITEM 1. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4. CONTROLS AND PROCEDURES	21
PART II. OTHER INFORMATION	23
ITEM 1. LEGAL PROCEEDINGS	23
ITEM 1A. RISK FACTORS	23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4. MINE SAFETY DISCLOSURES	23
ITEM 5. OTHER INFORMATION	23
ITEM 6. EXHIBITS	24

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

PART I. FINANCIAL INFORMATION

Item 1. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FORMATION MINERALS, INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE MONTHS ENDED

JULY 31, 2024 AND 2023 (unaudited)

INDEX TO FINANCIAL STATEMENTS

Condensed Interim Consolidated Balance Sheets as at July 31, 2024 (unaudited) and April 30, 2024	2
Condensed Interim Consolidated Statements of Income (Loss) for the three months ended July 31, 2024 and 2023 (unaudited)	3
Condensed Interim Consolidated Statements of Stockholders’ Deficiency for the three months ended July 31, 2024 and 2023 (unaudited)	4
Condensed Interim Consolidated Statements of Cash Flows for the three months ended July 31, 2024 and 2023 (unaudited)	5
Notes to Condensed Interim Consolidated Financial Statements (unaudited)	6

FORMATION MINERALS, INC.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

AS AT JULY 31, 2024 AND APRIL 30, 2024

(In U.S. Dollars, except share data or otherwise stated)

	As at July 31,			As at April 30,
	2024 (unaudited)			2024 (audited)
	$			$

ASSETS
Current Assets
Cash		-			3,704
Accounts receivable		63,798			64,257
Prepayments and other receivables		24,870			85,867
Total current assets		88,668			153,828

Non-current assets
Oil and natural gas properties, net based on the full cost method of accounting		236,485			394,736
Total assets		325,153			548,564

LIABILITIES
Current Liabilities
Bank overdraft		4,880			-
Accounts payable and accrued liabilities		1,779,526			1,006,500
Convertible notes payable		98,440			32,583
Amounts and loans due related parties		456,728			85,763
Warrant liabilities		-			1,228,018
Dividends payable		210,002			185,757
Total Liabilities		2,549,576			2,538,621

Commitments and contingencies		-			-

STOCKHOLDERS’ DEFIECIENCY
Class A Preferred Stock: $0.01 par value, 2,000 authorized, 1,665 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.		17			17
Class B Preferred Stock: $0.01 par value, 10,000 authorized, 5,504 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.		56			54
Common Stock: $0.01 par value, 1,850,000,000 authorized, 91,380,533 and 6,921,350 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.		913,806			69,214
Additional paid-in capital		16,861,874			18,205,604
Accumulated deficit		(20,000,176	)		(20,264,946	)
Total Stockholders’ deficiency		(2,224,423	)		(1,990,057	)
Total liabilities and stockholders’ deficiency		325,153			548,564

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

FORMATION MINERALS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE THREE MONTH PERIOD ENDED JULY 31, 2024 AND 2023

(In U.S. Dollars, except share data or otherwise stated)

	Three months ended July 31,			Three months ended July 31,
	2024 (unaudited)			2023 (unaudited)
	$			$

Revenue
Mineral property and royalty revenues		36,139			75,694

Operating Expenses
Consulting fees		56,035			85,243
Depletion expense		18,251			56,083
Depreciation expense		-			15,482
General and administrative		288,740			157,632
Professional fees		365,775			81,626
Project expenditures		-			6,581
Total Operating Expenses		728,801			402,647

Net Operating Loss		(692,662	)		(326,953	)

Other Income (Expenses)
Finance charges		(26,817	)		(1,000	)
Interest expense		(35,050	)		(728	)
Other revenue		-			11,885
Gain upon extinguishment of warrant liabilities		1,043,542			-
Total Other Income		981,675			10,157

Net Income (Loss)		289,013			(316,796	)
Class B Preferred Stock Dividends		(24,243	)		(19,852	)
Net Income (Loss) to Common Stockholders		264,770			(336,648	)

Net Income (Net Loss) Per Share – Basic and Diluted		0.003			(0.063	)
Weighted Average Shares Outstanding – Basic and Diluted		84,036,256			5,363,405

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

FORMATION MINERALS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE PERIOD ENDED JULY 31, 2024 AND 2023

(In U.S. Dollars, except share data or otherwise stated)

(unaudited)

															Additional
	Class A Preferred Stock				Class B Preferred Stock						Common Stock				Paid-in			Accumulated
	Shares		Value		Shares			Value			Shares		Value		Capital			Deficit			Total
	#		$		#			$			#		$		$			$			$
Balance – April 30, 2023		1,665		17		5,634			56			5,135,503		51,355		18,193,325			(16,033,070	)		2,211,683
Class B preferred stock issued for commitment fee		-		-		-			-			-		-		1,000			-			1,000
Common stock issued for conversion of Class B preferred stock		-		-		(280	)		(3	)		465,933		4,659		(4,656	)		-			-
Class B preferred stock issued for cash		-		-		80			-			-		-		11,000			-			11,000
Class B preferred stock dividend		-		-		-			-			-		-					(19,852	)		(19,852	)
Net loss for the period		-		-		-			-			-		-		-			(316,796	)		(316,796	)
Balance – July 31, 2023		1,665		17		5,434			53			5,601,436		56,014		18,200,669			(16,369,718	)		1,887,035

													Additional
	Class A Preferred Stock				Class B Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Value		Shares		Value		Shares		Value		Capital			Deficit			Total
	#		$		#		$		#		$		$			$			$
Balance – April 30, 2024		1,665		17		5,354		54		6,921,350		69,214		18,205,604			(20,264,946	)		(1,990,057	)
Adjustment pursuant to reverse acquisition transaction		-		-		-		-		84,459,183		844,592		(1,678,204	)		-			(833,612	)
Issuance of Class B preferred stock		-				50		1		-		-		49,999			-			50,000
Issuance of Class B preferred stock - transaction cost		-		-		100		1		-		-		99,999			-			100,000
Extinguishment of warrant liabilities and transfer to equity		-		-		-		-		-		-		184,476			-			184,476
Class B preferred stock dividend		-		-		-		-		-		-		-			(24,243	)		(24,243	)
Net loss for the period		-		-		-		-		-		-		-			289,013			289,013
Balance – July 31, 2024		1,665		17		5,504		56		91,380,533		913,806		16,861,874			(20,000,176	)		(2,224,423	)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

FORMATION MINERALS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE THREE MONTHS ENDED JULY 31, 2024 AND 2023

(In U.S. Dollars, except share data or otherwise stated)

(unaudited)

	Three months ended July 31,			Three months ended July 31,
	2024 (unaudited)			2023 (unaudited)
	$			$
Operating Activities
Net income (loss) for the period		289,013			(316,796	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		-			14,776
Depreciation expense		-			15,482
Depletion expense		18,251			56,083
Shares issued for commitment fee		100,000			1,000
Gain upon extinguishment of warrant liabilities		(1,043,542	)		-
Changes in operating assets and liabilities:
Accounts receivable		459			5,410
Prepayments and other receivables		4,935			(27,984	)
Accounts payable and accrued liabilities		341,784			(120,673	)
Operating lease liability		-			(15,883	)
Net Cash Used In Operating Activities		(289,100	)		(388,585	)

Investing Activities
Acquisition of oil and gas properties		-			(68,881	)
Proceeds from sale of oil and gas properties		140,000			398,750
Net Cash Provided By Investing Activities		140,000			329,869

Financing Activities
Proceeds from convertible notes		123,050			-
Proceeds from issuance of Class B preferred stock		50,000			11,000
Repayment of convertible notes		(57,193	)		(260,855	)
Repayment of related party loan		(52,341	)		(42,000	)
Proceeds from related party loans		77,000			525,000
Net Cash Provided by Financing Activities		140,516			233,145

Change in Cash (Bank Overdraft)		(8,584	)		174,429
Cash – Beginning of Period		3,704			25,836
Cash (Bank Overdraft) – End of Period		(4,880	)		200,265

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

FORMATION MINERALS, INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2024 AND 2023

1.	DESCRIPTION OF BUSINESS

Formation Minerals, Inc., a Nevada corporation, (“FOMI” or the “Company”) was incorporated on September 8, 2020 under the name “SensaSure Technologies Inc.” under the laws of the State of Nevada with an authorized share capital of 250,000,000 shares of common stock, $0.01 par value (the “Common Stock”), 5,000,000 of shares of Class A preferred stock, $0.001 par value, and 5,000,000 shares of Class B preferred stock, $0.001 par value, as of April 30, 2024. The Company did not issue any shares of Common Stock, Class A preferred stock, $0.001 par value or Class B preferred stock, $0.001 par value before December 21, 2020. On May 9, 2024, the Company’s amended and restated its articles of incorporation (the “Amended and Restated Articles of Incorporation”) to increase the number of shares of capital stock which the Company is authorized to issue to 2,000,000,000 shares and authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock (Note 6). On May 2, 2024, the Certificates of Designation of Preferences, Rights and Limitations of the Class A Preferred Stock and Class B Preferred Stock were cancelled with the Nevada Secretary of State. On May 9, 2024, following the filing of the Amended and Restated Articles of Incorporation, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock, par value $0.01 per share (“Class A Preferred Stock”), and a Certificate of Designation of Preferences, Rights and Limitations of Class B Convertible Preferred Stock, par value $0.01 per share (“Class B Preferred Stock”), with the Nevada Secretary of State to designate 2,000 shares of the Company’s authorized and unissued preferred stock as Class A Preferred Stock and 10,000 shares of the Company’s authorized and unissued preferred stock as Class B Preferred Stock, and establish the voting powers, designations, preferences and relative participation and other rights and qualifications, limitations and restrictions of such securities.

SensaBues AB (“Sensabues”) was incorporated in the Kingdom of Sweden in November 2009. Until November 1, 2023, Sensabues owned the core intellectual properties for the design of sample collection devices and the methodologies to collect, extract and detect the non-volatile substances presented within aerosols in exhaled breath. These aerosols, which originate from the lungs and blood, are captured using electret-based filter technologies. This non-invasive breath-based biological sample collection and testing methodology is called ExaBreath (“EB”) technology. Sensabues performed medical device design and research focusing on developing and commercializing EB for disease detection, exposure monitoring, and drug metabolism.

During the three months ended January 31, 2024, the Company began winding-up the business of Sensabues to reduce operating expenses associated with maintaining the exhale breath technology patents.

Since then, management of the Company has been in the process of establishing a new business segment to develop energy related businesses which led to the entry into that certain agreement and plan of merger with Verde Bio Holdings, Inc., a Nevada corporation (“Verde”), and Formation Minerals Inc., a Nevada corporation and the Company’s then wholly-owned subsidiary (“Merger Sub”), as of December 11, 2023, as amended as of February 8, 2024 (the “Merger Agreement”), providing for the merger of Merger Sub with and into Verde, with Verde continuing as the surviving entity (the “Merger”). The Merger was completed at 4:15 p.m., Eastern Time, on May 9, 2024 (the “Effective Time”) and the separate existence of Merger Sub ceased. Following the Effective Time, pursuant to articles of merger filed with the Nevada Secretary of State, Verde was merged with and into the Company with the Company continuing as the surviving corporation and the Company changed its name to “Formation Minerals, Inc.”. Following the Merger, the Company has been focused on the acquisition and exploitation of upstream energy assets, specifically targeting oil and gas mineral interests, oil and gas royalty interests and select non-operated working interests.

Pursuant to the Merger, the Company completed the following transactions:

●

As of the Effective Time, FOMI issued 6,921,350 shares of Common Stock to acquire all 2,078,599,390 outstanding shares of the common stock, par value $0.001, of Verde (the “Verde Common Stock”), based on an exchange ratio of 300.47. The fair value of the consideration effectively transferred was calculated using the number of shares of Verde Common Stock that would have been issued to the stockholders of FOMI on the date the Merger was consummated to give FOMI an equivalent ownership interest in Verde as it has in FOMI multiplying the market price of the shares of Verde Common Stock. The fair value of those shares of Verde Common Stock was determined at $11,414,040 based on the market quote on the date the Merger was consummated.

●

As of the Effective Time, FOMI issued 1,665 shares of Class A Preferred Stock to acquire all outstanding shares of Series A preferred stock, par value $0.001, of Verde (the “Verde Series A Preferred Stock”), which was 500,000 by using an exchange ratio of approximately 300. The fair value of the consideration effectively transferred was calculated using the number of shares of Verde Series A Preferred Stock that would have been issued to the stockholders of FOMI on the date the Merger was consummated to give FOMI an equivalent ownership interest in Verde as it has in FOMI multiplying the fair value per share of Verde Series A Preferred Stock. The fair value of those shares of Verde Series A Preferred Stock was determined at $500.

●

As of the Effective Time, FOMI issued 5,354 shares of Class B preferred stock of FOMI to acquire all outstanding shares of Series C preferred stock, par value $0.001, of Verde (the “Verde Series C Preferred Stock”), which was 803 by using an exchange ratio of approximately 0.15. The fair value of the consideration effectively transferred was calculated using the number of shares of Verde Series C Preferred Stock that would have been issued to the stockholders of FOMI on the date the Merger was consummated to give FOMI an equivalent ownership interest in Verde as it has in FOMI multiplying the fair value per share of Verde Series C Preferred Stock. The fair value per share of Verde Series C Preferred Stock was determined at $803.

●

Effective immediately following the Effective Time, FOMI issued to Spartan Capital Securities, LLC, a New York limited liability company (“Spartan”) 5,000,000 shares of Common Stock in consideration of services Spartan provided; and (ii) FOMI issued 23,110,000 shares of Common Stock to Li Sze Tang, in consideration of services provided.

●

As of the Effective Time, FOMI assumed all of Verde’s obligations under Verde’s common stock purchase warrant issued on December 8, 2021 and January 27, 2022 (the “Verde Warrants”) and issued and delivered to the Verde Warrant holder, in exchange for the Verde Warrant, a common stock purchase warrant to purchase up to 205,962 and 210,195 shares of Common Stock, respectively, at an exercise price of $0.75 per share and the Verde Warrants expire on December 8, 2026 and January 27, 2027, respectively (the “FOMI Warrants”) respectively. The FOMI Warrants are subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the FOMI Warrants.

Going Concern

These condensed interim 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, 2024, the Company had a net income of $264,770 and used cash of $289,100 for operating activities. As at July 31, 2024, the Company had an accumulated deficit of $20,000,176. The continuation of the Company as a going concern is dependent upon our ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. In the past the Company has relied, and expects to continue to rely on the issuance and sale of shares of Common Stock and preferred stock in order to continue to fund its business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements were issued on September 23, 2024. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation and Principles of Consolidation

The accompanying condensed interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended April 30, 2024. These condensed interim 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 interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. The condensed interim consolidated financial statements are comprised of the records of the Company. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b)

Reverse Acquisition

The Merger was accounted for as a “reverse acquisition” since, immediately following completion of the Merger, the stockholders of Verde acquired control of FOMI. For accounting purposes, Verde was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Verde (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Verde). Accordingly, the historical financial statements, consolidated assets, liabilities and results of operations of Verde became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with those of Verde beginning at the Effective Time. No step-up in basis or intangible assets or goodwill were recorded in the Merger. The difference between the reverse acquisition transaction consideration and the net assets acquired is treated as a reduction in equity.

(c)

Use of Estimates

The preparation of these condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right of use assets and lease liabilities, the fair value of stock-based compensation, shares issued to acquire and exchange other equity instruments and equity classified warrants, 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.

(d)

Basic and Diluted Earnings / Loss per Share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of shares of Common Stock outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity. The Company assessed the potentially dilutive shares quantitatively and qualitatively and considered the effect is insignificant as at July 31, 2024.

(e)

Fair Value Measurements

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

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

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

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

Financial instruments consist principally of cash, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

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

(f)

Leases

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated statements of income (loss).

(g)

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.	ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

	$
Balance, April 30, 2024		394,736
Acquisition and exploration cost		-
Disposal of mineral property		(140,000	)
Depletion expense		(18,251	)
Balance, July 31, 2024		236,485

On May 22, 2024, the Company entered into a purchase and sale agreement for the sale of certain mineral and royalty interests with a private buyer whereby the Company is selling various mineral and oil and gas royalty interests in exchange for $140,000 in cash. Such purchase and sale agreement is for the sale of the right, title and interest to certain properties located in Bienville Parish, LA, Belmont County, OH, Ohio County, WV, Red River Parish, LA and Brazos County, TX.

On June 27, 2024, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with a private seller, pursuant to which we have agreed to purchase all the rights, title and interest in and to various oil, gas, condensate, and other hydrocarbons that may be produced and saved from the lands described in certain oil, gas and mineral leases (the “Property”), for the purchase price of $220,000 in cash. The acquisition is subject to customary closing conditions, including the receipt of adequate financing, and was expected to close on or about July 26, 2024. However, the closing date was extended 90 days to September 25, 2024. Pursuant to the terms of the Purchase and Sale Agreement, we are entitled to the cash flow from oil and gas production attributable to the Property beginning on July 1, 2024. The Company is working to secure the requisite financing to complete this acquisition.

4.	CONVERTIBLE LOANS

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

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

On October 4, 2023, Verde entered into an additional convertible loan agreement with the same arms-length party for $97,750 net of original issuance discount of $12,750 and financing fees of $17,750. Under the terms of the agreement, Verde incurred a one-time interest charge of $10,753 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $12,056 commencing on November 15, 2023. If Verde 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 Verde Common stock for the last 10 trading days prior to default. During the year ended April 30, 2024, Verde repaid a total of $72,336 on the convertible loan, comprised of $65,167 of principal and $7,169 of accrued interest. During the period ended July 31, 2024, the Company repaid a total of $36,167 on the convertible loan, comprised of $32,583 of principal and $3,584 of accrued interest. As of July 31, 2024, the loan was fully paid.

On May 14, 2024 (the “Issue Date”), the Company issued and sold to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a promissory note (the “Diagonal Note”) in the principal amount of $123,050 (the “Diagonal Loan”), for a purchase price of $107,000, reflecting an original issue discount of $16,050, which matures on March 15, 2025, pursuant to a securities purchase agreement (the “Diagonal Purchase Agreement”), dated May 14, 2024, by and between the Company and Diagonal. A one-time interest charge of 12% of the principal amount, or $14,766, was applied on the Issue Date to the Diagonal Loan. Accrued, unpaid interest and outstanding principal, subject to adjustments, must be paid by the Company to Diagonal in ten (10) monthly payments of $13,781.60, that began on June 15, 2024, for aggregate repayment amount of $137,816.00. The Company has a five (5) day grace period with respect to each payment date. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. Any amount of principal or interest on the Diagonal Note which is not paid when due shall bear interest at the rate of 22% per annum from the date due thereof until the same is paid. During the period ended July 31, 2024, the Company repaid a total of $26,963 on the convertible loan, comprised of $24,610 of principal and $2,353 of accrued interest. As of July 31, 2024, the unpaid balance was composed of principal in amount of 98,440 and interest 12,413.

5.	RELATED PARTY TRANSACTIONS The Company had the following balances and transactions with related parties except as disclosed in other notes:

(a)

Amounts due to related parties

At July 31, 2024, salary payable to the former Chief Executive Officer of the Company included in amounts due to related parties was $182,885 (April 30, 2024 - $182,885).

(b)

Loans from related party

At July 31, 2024, the Company owed $144,564 (April 30, 2024 - $85,763) to the President and Chief Executive Officer and director of the Company for loans which are non-interest bearing, unsecured, and due on demand.

(c)

Loans from other stockholders

At July 31, 2024, the Company had a balance of demand loans in the amount of $129,279 from a principal stockholder. Those loans are unsecured, non-interest bearing and due on demand.

6.	STOCKHOLDERS’ DEFICIENCY

(a)

Common Stock

As at July 31, 2024, the Company had 1,850,000,00 shares of Common Stock authorized and 91,380,533 shares of Common Stock issued and outstanding.

On May 9, 2024, the Company issued 6,921,350 shares of Common Stock to acquire all 2,078,599,390 outstanding shares of the Verde Common Stock based on an exchange ratio of 300.47. The opening number of shares of Verde Common Stock at the beginning of the periods ended July 31, 2024 and 2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure.

On May 9, 2024, the Company issued 28,110,000 shares of Common Stock to two consultants pursuant to the Merger Agreement.

On April 30, 2024, the Company had 56,349,183 issued and outstanding shares of Common Stock. Those shares of Common Stock were included in statements of stockholder’s deficiency for the period ended July 31, 2024 as recapitalization shares.

During the period ended July 31, 2023, Verde issued 140,000,000 shares of Verde Common Stock pursuant to the conversion of 42 shares of Verde Series C Preferred Stock. According to the completed reverse acquisition, all issued and outstanding shares of Verde Series C Preferred Stock were exchanged for the Class B Preferred Stock, therefore, the number of shares of Verde Series C Preferred Stock converted and shares of Verde Common Stock previously issued by Verde were retrospectively adjusted by using the exchange ratios of 0.15 and 300.47, respectively.

(b)

Class A Preferred Stock

As at July 31, 2024, the Company had 2,000 shares of Class A Preferred Stock authorized and 1,665 shares of Class A Preferred Stock issued and outstanding.

The holder of shares of Class A Preferred Stock is 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 Class A Preferred Stock held by such holder. The holder of Class A Preferred Stock is entitled to cast 100,000 votes for every share of Class A Preferred Stock held.

On May 9, 2024, FOMI issued 1,665 shares of Class A Preferred Stock to acquire all outstanding shares of Verde Series A Preferred Stock, which was 500,000 by using an exchange ratio of 300.47. The number of shares of Class A Preferred Stock (previously Verde Series A Preferred Stock) of the Company at the beginning of the periods ended July 31, 2024 and 2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure.

(c)

Class B Preferred Stock

As at July 31, 2024, the Company had 10,000 shares of Class B Preferred Stock authorized and 5,504 shares of Class B Preferred Stock issued and outstanding. The Class B Preferred Stock has a dividend rate at 10% per annum.

As at July 31, 2024, the Company recorded accrued dividends payable of $210,002 (April 30, 2024 - $185,757).

On May 9, 2024, the Company issued 5,354 shares of Class B Preferred Stock to acquire all outstanding shares of Verde Series C Preferred Stock, which was 803 by using an exchange ratio of 0.15. The opening number of shares of Class B Preferred Stock (previously Verde Series C Preferred Stock) of the Company at the beginning of the periods ended July 31, 2024 and 2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure. Upon completion of the reverse acquisition, the shares of Class B Preferred Stock (previously Verde Series C Preferred Stock) was reclassified under permanent equity.

On June 10, 2024, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with GHS Investments LLC, a Nevada limited liability company (“GHS”), for the purchase of up to 250 shares of Class B Preferred Stock, in a private placement at $1,000 per share, for aggregate gross proceeds of up to $250,000.

Pursuant to the Purchase Agreement (i) effective June 10, 2024, the Company issued and sold 50 shares of the Class B Preferred Stock (the “Initial Shares”) to GHS for an aggregate of $50,000 in gross proceeds and issued to GHS 100 shares of Class B Preferred Stock as an equity incentive for the purchase of the shares of Class B Preferred Stock pursuant the Purchase Agreement, including the potential issuance and sale of the Additional Shares (as defined below), and (ii) GHS agreed to purchase at one or more times, up to an aggregate of 200 additional shares of Class B Preferred Stock (the “Additional Shares”) at the same purchase price per share at any time prior to the one year anniversary of the date of the Purchase Agreement, subject to the satisfaction or waiver of certain conditions (Note 8).

(d)

Stock Purchase Warrants

FOMI Warrants are classified under equity in additional paid-in capital in accordance with ASC 480, Distinguishing Liabilities from Equity. Accordingly, the previously liability classified warrant liabilities in the amount of $1,228,018 at April 30, 2024 was extinguished. The fair value of the FOMI Warrants in the amount of $184,746 were based on the Black-Scholes option pricing model assuming an expected life of 2.6 to 2.7 years, volatility of 100%, risk-free rate of 1.23%, and no expected dividends. The difference between the carrying amount of warrant liabilities extinguished and the equity warrant recognized, in the amount of $1,043,542 was recognized in the condensed interim consolidated statement of income.

		Number of warrants				Weighted average exercise price $
Balance, July 31, 2024 and April 30, 2024			416,157				0.75

Additional information regarding share purchase warrants as of April 30, 2024 is as follows:

Outstanding and exercisable
Number of Warrants		Weighted Average Remaining Contractual Life (years)
416,157		2.6 to 2.7

(e)

Reverse acquisition

The difference between, the pre-acquisition of stockholders’ deficits in the amount of $833,612 and the fair value of reverse acquisition consideration in the amount of $11,415,343 was treated as a reduction of equity and charged into additional paid-in capital.

7.	COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at July 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

8.	SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events up to September 23, 2024, the date these consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined to disclose the following subsequent events.

Promissory Note with 1800 Diagonal Lending LLC

On August 15, 2024 (the “Issue Date”), the Company issued and sold to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a Promissory Note (the “Diagonal Note”) in the principal amount of $98,400 (the “Diagonal Loan”), for a purchase price of $82,000, reflecting an original issue discount of $16,400, which matures on June 15, 2025, pursuant to a Securities Purchase Agreement, dated as of August 15, 2024, by and between the Company and Diagonal. In addition, the Company reimbursed Diagonal’s expenses of $7,000.

A one-time interest charge of 15% of the principal amount, or $14,760, was applied on the Issue Date to the Diagonal Loan. Accrued, unpaid interest and outstanding principal, subject to adjustments, must be paid by the Company to Diagonal in 5 monthly payments of $14,145 beginning March 15, 2024 and one payment of $56,580 on February 15, 2025 for aggregate repayment amount of $113,160. The Company has a five (5) day grace period with respect to each payment date. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. Any amount of principal or interest on the Diagonal Note which is not paid when due shall bear interest at the rate of 22% per annum from the date due thereof until the same is paid.

Securities Purchase Agreement with GHS Investments LLC

On August 6, 2024, the Company issued and sold to GHS, and GHS purchased from us, 50 Additional Shares for a total purchase price of $50,000 and paid Icon Capital Group LLC (“Icon”), as placement agent, a fee of $1,000 in connection with such issuance and sale.

On September 6, 2024, the Company issued and sold to GHS, and GHS purchased from us, 50 Additional Shares for a total purchase price of $50,000. In connection with this issuance and sale, the Company paid Icon, as placement agent, a fee of $1,000.

Purchase and Sale Agreement with Private Seller

On June 27, 2024, the Company entered into the Purchase and Sale Agreement with a private seller, pursuant to which the Company agreed to purchase all the rights, title and interest in and to the Property for a purchase price of $220,000 in cash. The acquisition is subject to customary closing conditions, including the receipt of adequate financing, and was expected to close on June 27, 2024. However, the closing date was extended 90 days to September 25, 2024. Pursuant to the terms of the Purchase and Sale Agreement, the Company is entitled to the cash flow from oil and gas production attributable to the Property beginning on July 1, 2024. The Company is working to secure the requisite financing to complete this acquisition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

Until November 2023, the Company was a medical technology or “MedTech” company that supplied a simple device and method to collect a breath sample for lab-based analysis. Exhaled breath contains aerosols which originate from the lungs and blood. These aerosols contain revealing information for analytics, diagnostics, and therapeutics. The Company’s patented method is called ExaBreath, and it can collect, extract, detect and identify non-volatile compounds present in exhaled breath by utilizing existing lab-based testing infrastructure and procedures. ExaBreath is applicable in toxicology, pharmacology, and clinical biochemistry. SensAbues AB (“Sensabues”), the Company’s wholly-owned subsidiary, owns the core intellectual properties for the design of sample collection devices and the methodologies to collect, extract and detect the non-volatile substances presented within aerosols in exhaled breath. During the nine months ended January 31, 2024, due to the difficulties in raising adequate capital, the significant cost of maintaining the patents, and delays in engaging appropriate commercialization partners, the management of the Company believed that the current business of commercializing the exhale breath technology patents was no longer feasible. The Company began winding-up the business of Sensabues to reduce operating expenses associated with maintaining the exhale breath technology patents.

In connection with the winding-up of the business of Sensabues, management of the Company sought to establish a new business segment to develop energy related businesses which led to the entry into that certain agreement and plan of merger with Verde Bio Holdings, Inc., a Nevada corporation and a growing U.S. energy company engaged in the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the United States (“Verde”), and Formation Minerals Inc., a Nevada corporation and the Company’s then wholly-owned subsidiary (“Merger Sub”), as of December 11, 2023, as amended as of February 8, 2024 (the “Merger Agreement”), providing for the merger of Merger Sub with and into Verde, with Verde continuing as the surviving entity (the “Merger”). The Merger was completed effective at 4:15 p.m., Eastern Time, on May 9, 2024 (the “Effective Time”) and the separate existence of Merger Sub ceased. Following the Effective Time, pursuant to articles of merger filed with the Nevada Secretary of State, Verde was merged with and into the Company with the Company continuing as the surviving corporation and the Company changed its name to “Formation Minerals, Inc.”. Following the Merger, the Company has been focused on the acquisition and exploitation of upstream energy assets, specifically targeting oil and gas mineral interests, oil and gas royalty interests and select non-operated working interests. In connection with the Merger, (i) on May 2, 2024, the Certificates of Designation of Preferences, Rights and Limitations of the Class A preferred stock, par value $0.001 per share, of the Company and the Class B preferred stock, par value $0.001 per share, of the Company were cancelled with the Nevada Secretary of State and (ii) on May 9, 2024, we amended and restated our articles of incorporation (the “Amended and Restated Articles of Incorporation”) to, among other modifications, (a) increase the number of shares of capital stock which we are authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors (the “Board”) and (c) provide that special meetings of stockholders may be called only by our Board. Also on May 9, 2024, following the filing of the Amended and Restated Articles of Incorporation, we filed a Certificate of Designation of Preferences, Rights and Limitations of Class A Preferred Stock, and a Certificate of Designation of Preferences, Rights and Limitations of Class B Preferred Stock, with the Nevada Secretary of State to reflect the Board’s designation of 2,000 shares of our authorized and unissued preferred stock as Class A Preferred Stock and 10,000 shares of our authorized and unissued preferred stock as Class B Preferred Stock, and establishment of the voting powers, designations, preferences and relative participation and other rights and qualifications, limitations and restrictions thereof as set forth therein.

Pursuant to the Merger Agreement, at the Effective Time (1) each holder of common stock, par value $0.001 per share, of Verde (“Verde Common Stock”) received, for every approximately 300.47 shares of Verde Common Stock, one share of our common stock, par value $0.01 per share (“Common Stock”), (2) each holder of Series A preferred stock, par value $0.001 per share, of Verde (“Verde Series A Preferred Stock”) received, for every approximately 300.47 shares of Verde Series A Preferred Stock, one share of Class A Preferred Stock, and (3) each holder of Series C preferred stock, par value $0.001 per share, of Verde (“Verde Series C Preferred Stock”) received, for every 0.15 shares of Verde Series C Preferred Stock, one share of Class B Preferred Stock. No fraction of a share of Common Stock, Class A Preferred Stock or Class B Preferred Stock was issued by virtue of the Merger, and each person who would otherwise be entitled to a fraction of a share of Common Stock, Class A Preferred Stock or Class B Preferred Stock (after aggregating all fractional shares of Common Stock, Class A Preferred Stock and Class B Preferred Stock that otherwise would be received by such holder) had the number of shares of Common Stock, Class A Preferred Stock and Class B Preferred Stock issued to such person rounded up in the aggregate to the nearest whole share of Common Stock, Class A Preferred Stock or Class B Preferred Stock. At the Effective Time, we issued 6,917,770 shares of Common Stock, 1,665 shares of Class A Preferred Stock and 5,345 shares of Class B Preferred Stock in connection with the Merger. Pursuant to the Merger Agreement, at the Effective Time, we assumed (i) all of Verde’s obligations under Verde’s common stock purchase warrant issued on December 8, 2021 (the “December Verde Warrant”) and issued and delivered to the December Verde Warrant holder, in exchange for the December Verde Warrant, a common stock purchase warrant to purchase up to 205,962 shares of Common Stock, at an exercise price of $0.75 per share which expires on December 8, 2026 (the “ December Company Warrant”) and (ii) all of Verde’s obligations under Verde’s common stock purchase warrant issued on January 27, 2022 (the “January Verde Warrant”) and issued and delivered to the January Verde Warrant holder, in exchange for the January Verde Warrant, a common stock purchase warrant to purchase up to 210,195 shares of Common Stock, at an exercise price of $0.75 per share which expires on January 27, 2027 (the “ January Company Warrant”). Both the December Company Warrant and January Company Warrants are subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the each of the December Company Warrant and January Company Warrant, respectively.

Also in connection with the Merger, effective immediately following the Effective Time: (i) pursuant to the Merger Agreement and the side letter dated as of February 6, 2024 by and among the Company, Verde and Spartan, we issued to Spartan 5,000,000 shares of Common Stock in consideration of services Spartan provided to Verde; and (ii) pursuant to the Merger Agreement, we issued to Li Sze Tang 23,110,000 shares of Common Stock in consideration of services provided to the Company as an advisor in connection with the Merger and the other transactions contemplated in the Merger Agreement.

Critical accounting policies

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and are expressed in United States Dollars. Significant accounting policies are summarized below:

Reverse Acquisition

The Merger was accounted for as a “reverse acquisition” since, immediately following completion of the Merger, the stockholders of Verde acquired control of FOMI. For accounting purposes, Verde was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Verde (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Verde). Accordingly, the historical financial statements, consolidated assets, liabilities and results of operations of Verde became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with those of Verde beginning at the Effective Time. No step-up in basis or intangible assets or goodwill were recorded in the Merger. The difference between the reverse acquisition transaction consideration and the net assets acquired is treated as a reduction in equity.

Use of Estimates

The preparation of the condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Basic and Diluted Earnings / Loss per Share

The Company has adopted the FASB ASC Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of shares of Common Stock outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity. The Company assessed the potentially dilutive shares quantitatively and qualitatively and considered the effect is insignificant as at July 31, 2024.

Fair Value Measurements

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

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

Leases

ROU asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion.

Recent Accounting Pronouncements

Financial Position

Working Capital

	July 31, 2024 $			April 30, 2024 $
Current Assets		88,668			153,828
Current Liabilities		2,549,576			2,538,621
Working Capital (Deficit)		(2,460,908	)		(2,384,793	)

Revenue

		July 31, 2024 $				July 31, 2023 $
Revenue			36,139				75,694

Expenses

	July 31, 2024 $		July 31, 2023 $
Consulting fees		56,035		85,243
Depletion expense		18,251		56,083
Depreciation expense		-		15,482
General and administrative		288,740		157,632
Professional fees		365,775		81,626
Project expenditures		-		6,581
Total operating expenses		728,801		402,647

Cash Flows

	July 31, 2024 $			July 31, 2023 $
Cash Flows used in Operating Activities		(289,100	)		(388,585	)
Cash Flows provided by Investing Activities		140,000			329,869
Cash Flows provided by Financing Activities		140,516			233,145

Comparison of the Three Month Period Ended July 31, 2024 and July 31, 2023

Assets, Liabilities and Working Capital

As at July 31, 2024, the Company had no cash and total assets of $325,153 compared to cash of $3,704 and total assets of $548,564 as at April 30, 2024. The Company’s cash decreased primarily due to the fact that the Company spent more cash on its operating activities compared to cash flows generated from its royalty income and supported by additional cash financing from investing and financing activities. The decrease in total assets was due to the sale of certain mineral properties during the three months ended July 31, 2024.

As at July 31, 2024, the Company had total liabilities of $2,549,576 compared to total liabilities of $2,538,621 as at April 30, 2024. The decrease in total liabilities from the year end was primarily due to an increase in Company’s accounts payable of approximately $773,000 as a result of various Merger transaction related expenses, issuance of convertible notes to obtain approximately $98,000 in financing partially offset by the repayment of approximately $36,000 for financing in the Company’s fiscal year ended April 30, 2023 and receipt of additional loans from related parties in the amount of approximately $77,000, and the extinguishment of warrant liabilities in the amount of approximately $1.22 million.

As at July 31, 2024, the Company had a working capital deficit of $2,460,908 compared to a working capital deficit of $2,384,793 as of April 30, 2024. The increase in the working capital deficit was due to the use of cash for operating activities being greater than cash provided by investing and financing activities.

Revenues

During the three months ended July 31, 2024, the Company recorded revenue of $36,139 compared to revenue of 75,649 during the three months ended July 31, 2023, a decrease of $39,555. Revenues were derived from our interests in various oil and gas properties and the decrease in royalty revenues in the current period was attributed to lower production by the operators due to lower oil and gas prices as well as the sale of oil and gas properties during the current period. As part of the revenue generated from the oil and gas properties, the Company recorded depletion expense of $18,251 during the three months ended July 31, 2024 compared to depletion expense of $56,083 during the three month period ended July 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

Expenses and Net Loss

During the three months ended July 31, 2024, the Company recorded general and administrative expenses of $288,740 compared to $157,632 during the three months ended July 31, 2023, an increase of $131,108. The increase in general and administrative expenses was primarily due to an increase in expenses as a result of the Merger transaction during the three months ended July 31, 2024, including an increase in professional fees from $81,826 for the three months ended July 31, 2023 to $365,775 for the three months ended July 31, 2024..

Net income for the three months ended July 31, 2024 was $289,013 as compared to a net loss of $(316,796) during three months ended July 31, 2023. Interest and finance charges increased from $1,728 in three months ended July 31, 2023 to $61,867 in the three months July 31, 2024. The net income was primarily due to a gain recognized upon extinguishment of warrant liabilities in the amount of $1,043,542 in the three months ended July 31, 2024 compared to $Nil for the three months ended July 31, 2023.

For the three months ended July 31, 2024, the Company recorded net income per share of $0.003, which represented an increase of $0.07 compared to the three months ended July 31, 2023 primarily due to the net income in the three months ended July 31, 2024 as compared with a net loss in the three months ended July 31, 2023.

Cash Flows from Operating Activities

During the three months ended July 31, 2024, the Company used $289,100 of cash for operating activities compared with $388,585 cash for operating activities during the three months ended July 31, 2023. The decrease in the use of cash for operating activities was due to a decrease in overall royalty income, which decreased the cash inflows from operating activities compared to prior year.

Cash Flows from Investing Activities

During the three months ended July 31, 2024, the Company generated $140,000 of cash in investing activities compared to $329,829 for investing activities during the three months ended July 31, 2023. Proceeds from investing activities consists of the sale of oil and gas properties for aggregate proceeds of $140,000.

Cash Flows from Financing Activities

During the three months ended July 31, 2024, the Company received $140,516 of proceeds from financing activities compared to proceeds of $233,145 during the three months ended July 31, 2023. The decrease in proceeds from financing activities was primarily due to less loans provided by a related party in the three months July 31, 2024.

Liquidity and Capital Resources

As of July 31, 2024, the Company had no cash and total assets of $325,153 compared to cash of $3,704 and total assets of $548,564 as at April 30, 2024.

Since the closing of the Merger, our management has been focused on developing our energy-related businesses, including continuing with Verde’s business plan of acquiring and managing cash flowing, oil and gas minerals and royalties, which management expects will present new opportunities in the oil, gas and mineral industries, increasing our presence and reputation in the energy space more broadly. In addition, since the closing of the Merger the Company has received notice that over fourteen (14) new wells were in the process of being brought online on our oil and gas properties. The main areas of these new wells being brought online and new development continue to be on the Company’s Permian Basin and Haynesville Shales properties which management believes adds concrete, new oil and gas development assets to the Company’s portfolio. Management continues to actively manage its portfolio to maximize stockholder value, including by identifying potential sales of non-core assets to allow for the reinvestment of those proceeds into the higher growth areas. In May 2024, the Company sold five lower-performing, non-core assets for $140,000 in cash and is working to reinvest the proceeds into better performing royalty properties. In addition, since the closing of the Merger, we have completed five capital raises, raising gross proceeds of approximately $371,450 with the potential for an additional $100,000.

Our principal cash requirements are to finance the growth of our operations, including working capital and capital expenditures and for other general corporate purposes. Our future capital requirements will depend on many factors, including our acquisition pipeline and revenue growth. Equity or debt financing may not be available to us on acceptable terms or at all. If sufficient funds are not available or are not available on acceptable terms, our ability to take advantage of unexpected business opportunities or to respond to competitive pressures could be limited or severely constrained. The Company expects to continue to finance its future operations primarily through the stockholders of the Company, through the incurrence of debt, through public offerings and through other strategic financing opportunities. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, certain stockholders of the Company have indicated their intent and ability to provide additional equity financing. Absent additional capital raising, we do not believe that our existing cash and cash equivalents and sources of liquidity will be sufficient to fund our operations for at least the next 12 months.

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

Going Concern

The Company’s condensed interim consolidated financial statements for the three month period ended July 31, 2024 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, 2024, the Company had a net income of $264,770 and used cash of $289,100 for operating activities. As at July 31, 2024, the Company had an accumulated deficit of $20,000,176. The continuation of the Company as a going concern is dependent upon our ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. In the past, the Company has relied, and expects to continue to rely on the issuance and sale of shares of Common Stock and preferred stock in order to continue to fund its business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date the Company’s financial statements for the three month period ended July 31, 2024 were issued on September 23, 2024. The Company’s financial statements for the three month period ended July 31, 2024 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer who also serves as its Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls over financial reporting are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation Company’s Chief Executive Officer who also acts as our Chief Financial Officer in consultation with the Company’s independent public accounting firm, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and identified certain matters involving internal controls and procedures that the Company’s management considered to be material weaknesses as described in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024, under the standards of the Public Company Accounting Oversight Board. The Company’s management believes that these material weaknesses did not have an effect on the Company’s financial results. However, the Company’s management believes that these material weaknesses resulted in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in the Company’s financial statements in future periods. The Company’s management recognizes that its controls and procedures would be substantially improved if the Company had adequate staffing and an audit committee and as such is actively seeking to remediate this issue.

Based on the foregoing, our Chief Executive Officer who also acts as out Chief Financial Officer concluded that, as of July 31, 2024, our disclosure controls and procedures were ineffective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, as well as recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company.

As the Company grows and operations increase, it is important for management to establish, document and communicate consistent processes over financial reporting to ensure accuracy over financial data and to prevent and detect fraud. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, as the Company grows and operations increase and as sufficient funds become available to us, we plan to:

●

increase our personnel resources and technical accounting expertise within the accounting function, including hiring a chief financial officer, to allow for sufficient oversight and segregation of duties consistent with control objectives; and

●

recruit and appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.

We intend to work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the three month period ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on August 13, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Pursuant to the Merger Agreement, effective as of the Effective Time, the Company assumed all of Verde’s obligations under Verde’s common stock purchase warrant issued on December 8, 2021 (the “December Verde Warrant”) and issued and delivered to the December Verde Warrant holder, in exchange for the December Verde Warrant, a common stock purchase warrant to purchase up to 205,962 shares of Common Stock, at an exercise price of $0.75 per share which expires on December 8, 2026 (the “December Company Warrant”). The December Company Warrant is subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the December Company Warrant. The December Company Warrant and any shares of Common Stock issued upon conversion thereof will be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this 10-Q:

Exhibit Number		Description
2.1†		Agreement and Plan of Merger, dated as of December 11, 2023, between SensaSure Technologies Inc., (now known as Formation Minerals, Inc.), Formation Minerals Inc., and Verde Bio Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2023).
2.2		Amendment to Agreement and Plan of Merger, dated February 8, 2024, by and among SensaSure Technologies Inc., (now known as Formation Minerals, Inc.), Formation Minerals Inc. and Verde Bio Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2024).
3.1		Composite Copy of Amended and Restated Articles of Incorporation of Formation Minerals Inc., dated May 9, 2024, as amended as of May 9, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
3.2		Amended and Restated By-Laws, of SensaSure Technologies, Inc. (now known as Formation Minerals, Inc.), as amended as of May 9, 2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
4.1		Certificate of Designation of Preferences, Rights and Limitations of the Class A Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
4.2		Certificate of Designation of Preferences, Rights and Limitations of the Class B Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
4.3		Certificate of Correction, filed June 12, 2024, to the Certificate of Designation of Preferences, Rights and Limitations of the Class B Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2024).
4.4		Form of Common Stock Purchase Warrant of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated as of May 9, 2024 (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 5, 2024).
4.5*		Form of Common Stock Purchase Warrant of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated as of May 9, 2024.
10.1		Side Letter Agreement, dated as of February 6, 2024, by and between Verde Bio Holdings, Inc., SensaSure Technologies Inc. (now known as Formation Minerals, Inc.) and Spartan Capital Securities, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2024).
10.2		Securities Purchase Agreement, dated May 14, 2024, by and between Formation Minerals, Inc. and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024).
10.3		Promissory Note, dated May 14, 2024, issued by Formation Minerals, Inc., as Borrower, to 1800 Diagonal Lending LLC, as Holder (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024).
10.4		Form of Purchase and Sale Agreement, dated May 21, 2024, by and between Formation Minerals, Inc. and a Private Buyer (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2024).
10.5†		Securities Purchase Agreement, dated as of June 10, 2024, by and between Formation Minerals, Inc. and GHS Investments LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2024).
10.6		Form of Purchase and Sale Agreement, dated June 27, 2024, by and between Formation Minerals, Inc. and a Private Seller (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024).
31.1**		Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith. This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
†	Excludes certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the Company agrees to furnish supplementally upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FORMATION MINERALS, INC.

By:	/s/ Scott A. Cox
	Scott A. Cox
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date:	September 23, 2024

Exhibit 4.5

FORM OF COMMON STOCK PURCHASE WARRANT

SENSASURE TECHNOLOGIES INC.

Warrant Shares: [ ]

Issue Date: May 9, 2024

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, GHS Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date to subscribe for and purchase from SENSASURE TECHNOLOGIES INC., a Nevada corporation (the “Company”), up to 205,962 shares (as subject to adjustment hereunder, the “Warrants Shares”) of Common Stock. This Warrant shall expire on December 8, 2026. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth below:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” means SensaSure Technologies Inc.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Holder” means GHS Investments, LLC or its assigns.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” means Verde Bio Holdings, Inc., a Nevada corporation, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB or the OTC Markets (or any successors to any of the foregoing).

“Transfer Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Pl, Woodmere NY 11598 and any successor transfer agent of the Company.

“Warrants” means this Warrant and together with any other common stock purchase warrants, delivered to the Holder, after the date hereof which warrants shall be exercisable immediately and have a term of exercise equal to five (5) years from such initial exercise.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the notice of exercise in the form annexed hereto (the “Notice of Exercise”). Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.75 subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at any time there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at any time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)	=	the VWAP (as defined below) immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);

(B)	=	the Exercise Price of this Warrant, as adjusted hereunder; and

(X)	=	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is one (1) Trading Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within three Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such written notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends, Splits and Reclassifications. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price then in effect shall be reduced and only reduced to an amount equal to the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a variable rate transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

e) Fundamental Transaction.

(1) If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination or reclassification of shares of Common Stock covered by Section 3(a) above), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a five-year period, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to five years from the date of the public announcement of the applicable Fundamental Transaction. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. The Company and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the Company (whether brought against the Holder or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state or federal courts sitting in the Borough of Manhattan, New York, New York The Company and the Holder hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan, New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and the Holder hereby irrevocably waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of the this Warrant, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

b) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

e) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and the provisions of Section 4.1 of that certain Securities Purchase Agreement, by and between Verde Bio Holdings, Inc., a Nevada corporation and the purchaser identified on the signature page thereto, dated December 3, 2021 (the “Purchase Agreement”) and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Holder shall be required to physically surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

f) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

g) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

h) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

i) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

j) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

k) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth below:

If to the Company:

SensaSure Technologies Inc.

Attn: President

4730 S. Fort Apache Rd., Suite 300

Las Vegas, Nevada 89174

jim@carolinanrg.com

If to the Holder:

GHS Investments, LLC

Attn: Mark Grober

420 Jericho Turnpike,
Suite 102
Jericho, New York 11753

Mark@ghscap.com

l) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

m) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

n) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

o) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

p) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

q) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SENSASURE TECHNOLOGIES INC.

By:
	Name:	James D. Hiza
	Title:	President

EXHIBIT A

NOTICE OF EXERCISE

TO: SENSASURE TECHNOLOGIES INC.

(1) The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_________________________________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_________________________________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:___________________________________________________________

Signature of Authorized Signatory of Investing Entity:_____________________________________

Name of Authorized Signatory:________________________________________________________

Title of Authorized Signatory:_________________________________________________________

Date: __________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name:

Name:

	(Please Print)

Address:

	(Please Print)

Phone Number:

Email Address:

Dated:_____________________ __, ____

Holder’s Signature: _____________________

Holder’s Address: ______________________

Exhibit 31.1

CERTIFICATION

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

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott A. Cox, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2024 (this “Report”) of Formation Minerals, Inc. (the “Registrant”);

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

3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial Reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Report is being prepared;

(b)

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

(c)

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

(d)

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

5.	I have disclosed, based on my most recent evaluation of internal control over financial Reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial Reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and Report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial Reporting.

September 23, 2024

	By:	/s/ Scott A. Cox
		Scott A. Cox
		President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

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

In connection with the Quarterly Report of Formation Minerals, Inc. (the “Registrant”) on Form 10-Q for the quarterly period ended July 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Cox, President, Chief Executive Officer and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

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

(2)

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

September 23, 2024

	By:	/s/ Scott A. Cox
		Scott A. Cox
		President, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Jul. 31, 2024	Sep. 20, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jul. 31, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	FORMATION MINERALS, INC.
Entity Central Index Key	0001885336
Entity File Number	001-41209
Entity Tax Identification Number	87-2406468
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--04-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Incorporation, Date of Incorporation	Sep. 08, 2020
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	P.O. Box 67
Entity Address, City or Town	Jacksboro
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76458
Entity Phone Fax Numbers [Line Items]
City Area Code	(972)
Local Phone Number	217-4080
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Entity Common Stock, Shares Outstanding		91,380,533

Condensed Interim Consolidated Balance Sheets - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Current Assets
Cash		$ 3,704
Accounts receivable	63,798	64,257
Prepayments and other receivables	24,870	85,867
Total current assets	88,668	153,828
Non-current assets
Oil and natural gas properties, net based on the full cost method of accounting	236,485	394,736
Total assets	325,153	548,564
Current Liabilities
Bank overdraft	4,880
Accounts payable and accrued liabilities	1,779,526	1,006,500
Convertible notes payable	98,440	32,583
Amounts and loans due related parties	456,728	85,763
Warrant liabilities		1,228,018
Dividends payable	210,002	185,757
Total Liabilities	2,549,576	2,538,621
Commitments and contingencies
STOCKHOLDERS’ DEFIECIENCY
Common Stock: $0.01 par value, 1,850,000,000 authorized, 91,380,533 and 6,921,350 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.	913,806	69,214
Additional paid-in capital	16,861,874	18,205,604
Accumulated deficit	(20,000,176)	(20,264,946)
Total Stockholders’ deficiency	(2,224,423)	(1,990,057)
Total liabilities and stockholders’ deficiency	325,153	548,564
Class A Preferred Stock
STOCKHOLDERS’ DEFIECIENCY
Preferred stock, value	17	17
Class B Preferred Stock
STOCKHOLDERS’ DEFIECIENCY
Preferred stock, value	$ 56	$ 54

Condensed Interim Consolidated Balance Sheets (Parentheticals) - $ / shares	Jul. 31, 2024	Apr. 30, 2024
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, share authorized	1,850,000,000	1,850,000,000
Common stock, share issued	91,380,533	6,921,350
Common stock, share outstanding	91,380,533	6,921,350
Class A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, share authorized	2,000	2,000
Preferred stock, share issued	1,665	1,665
Preferred stock, share outstanding	1,665	1,665
Class B Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, share authorized	10,000	10,000
Preferred stock, share issued	5,504	5,504
Preferred stock, share outstanding	5,504	5,504

Condensed Interim Consolidated Statements of Income (Loss) (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Revenue
Mineral property and royalty revenues	$ 36,139	$ 75,694
Operating Expenses
Consulting fees	56,035	85,243
Depletion expense	18,251	56,083
Depreciation expense		15,482
General and administrative	288,740	157,632
Professional fees	365,775	81,626
Project expenditures		6,581
Total Operating Expenses	728,801	402,647
Net Operating Loss	(692,662)	(326,953)
Other Income (Expenses)
Finance charges	(26,817)	(1,000)
Interest expense	(35,050)	(728)
Other revenue		11,885
Gain upon extinguishment of warrant liabilities	1,043,542
Total Other Income	981,675	10,157
Net Income (Loss)	289,013	(316,796)
Class B Preferred Stock Dividends	(24,243)	(19,852)
Net Income (Loss) to Common Stockholders	$ 264,770	$ (336,648)
Net Income (Net Loss) Per Share – Basic (in Dollars per share)	$ 0.003	$ (0.063)
Weighted Average Shares Outstanding – Basic (in Shares)	84,036,256	5,363,405

Condensed Interim Consolidated Statements of Income (Loss) (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Income Statement [Abstract]
Net Income (Net Loss) Per Share –Diluted	$ 0.003	$ (0.063)
Weighted Average Shares Outstanding – Diluted	84,036,256	5,363,405

Condensed Interim Consolidated Statements of Stockholders’ Deficiency (Equity) (Unaudited) - USD ($)	Preferred Stock Class A	Preferred Stock Class B	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Apr. 30, 2023	$ 17	$ 56	$ 51,355	$ 18,193,325	$ (16,033,070)	$ 2,211,683
Balance (in Shares) at Apr. 30, 2023	1,665	5,634	5,135,503
Class B preferred stock issued for commitment fee				1,000		1,000
Common stock issued for conversion of Class B preferred stock		$ (3)	$ 4,659	(4,656)
Common stock issued for conversion of Class B preferred stock (in Shares)		(280)	465,933
Issuance of Class B preferred stock				11,000		11,000
Issuance of Class B preferred stock (in Shares)		80
Class B preferred stock dividend					(19,852)	(19,852)
Net loss for the period					(316,796)	(316,796)
Balance at Jul. 31, 2023	$ 17	$ 53	$ 56,014	18,200,669	(16,369,718)	1,887,035
Balance (in Shares) at Jul. 31, 2023	1,665	5,434	5,601,436
Balance at Apr. 30, 2024	$ 17	$ 54	$ 69,214	18,205,604	(20,264,946)	(1,990,057)
Balance (in Shares) at Apr. 30, 2024	1,665	5,354	6,921,350
Adjustment pursuant to reverse acquisition transaction			$ 844,592	(1,678,204)		(833,612)
Adjustment pursuant to reverse acquisition transaction (in Shares)			84,459,183
Issuance of Class B preferred stock		$ 1		49,999		50,000
Issuance of Class B preferred stock (in Shares)		50
Issuance of Class B preferred stock - transaction cost		$ 1		99,999		100,000
Issuance of Class B preferred stock - transaction cost (in Shares)		100
Extinguishment of warrant liabilities and transfer to equity				184,476		184,476
Class B preferred stock dividend					(24,243)	(24,243)
Net loss for the period					289,013	289,013
Balance at Jul. 31, 2024	$ 17	$ 56	$ 913,806	$ 16,861,874	$ (20,000,176)	$ (2,224,423)
Balance (in Shares) at Jul. 31, 2024	1,665	5,504	91,380,533

Condensed Interim Consolidated Statements of Cash Flow (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Operating Activities
Net income (loss) for the period	$ 289,013	$ (316,796)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		14,776
Depreciation expense		15,482
Depletion expense	18,251	56,083
Shares issued for commitment fee	100,000	1,000
Gain upon extinguishment of warrant liabilities	(1,043,542)
Changes in operating assets and liabilities:
Accounts receivable	459	5,410
Prepayments and other receivables	4,935	(27,984)
Accounts payable and accrued liabilities	341,784	(120,673)
Operating lease liability		(15,883)
Net Cash Used In Operating Activities	(289,100)	(388,585)
Investing Activities
Acquisition of oil and gas properties		(68,881)
Proceeds from sale of oil and gas properties	140,000	398,750
Net Cash Provided By Investing Activities	140,000	329,869
Financing Activities
Proceeds from convertible notes	123,050
Proceeds from issuance of Class B preferred stock	50,000	11,000
Repayment of convertible notes	(57,193)	(260,855)
Repayment of related party loan	(52,341)	(42,000)
Proceeds from related party loans	77,000	525,000
Net Cash Provided by Financing Activities	140,516	233,145
Change in Cash (Bank Overdraft)	(8,584)	174,429
Cash – Beginning of Period	3,704	25,836
Cash (Bank Overdraft) – End of Period	$ (4,880)	$ 200,265

Description of Business

3 Months Ended

Jul. 31, 2024

Description of Business [Abstract]

DESCRIPTION OF BUSINESS

1.	DESCRIPTION OF BUSINESS

During the three months ended January 31, 2024, the Company began winding-up the business of Sensabues to reduce operating expenses associated with maintaining the exhale breath technology patents.

Pursuant to the Merger, the Company completed the following transactions:

●

Going Concern

Summary of Significant Accounting Policies

3 Months Ended

Jul. 31, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation and Principles of Consolidation

(b)

Reverse Acquisition

(c)

Use of Estimates

(d)

Basic and Diluted Earnings / Loss per Share

(e)

Fair Value Measurements

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

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

(f)

Leases

(g)

Recent Accounting Pronouncements

Royalty Interests in Oil and Gas Properties

3 Months Ended

Jul. 31, 2024

Royalty Interests in Oil and Gas Properties [Abstract]

ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

3.	ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

	$
Balance, April 30, 2024		394,736
Acquisition and exploration cost		-
Disposal of mineral property		(140,000	)
Depletion expense		(18,251	)
Balance, July 31, 2024		236,485

Convertible Loans

3 Months Ended

Jul. 31, 2024

Convertible Loans [Abstract]

CONVERTIBLE LOANS

4.	CONVERTIBLE LOANS

Related Party Transactions

3 Months Ended

Jul. 31, 2024

RELATED PARTY TRANSACTIONS

5.	RELATED PARTY TRANSACTIONS The Company had the following balances and transactions with related parties except as disclosed in other notes:

(a)

Amounts due to related parties

At July 31, 2024, salary payable to the former Chief Executive Officer of the Company included in amounts due to related parties was $182,885 (April 30, 2024 - $182,885).

(b)

Loans from related party

(c)

Loans from other stockholders

At July 31, 2024, the Company had a balance of demand loans in the amount of $129,279 from a principal stockholder. Those loans are unsecured, non-interest bearing and due on demand.

Stockholders' Deficiency

3 Months Ended

Jul. 31, 2024

Stockholders' Deficiency [Abstract]

STOCKHOLDERS’ DEFICIENCY

6.	STOCKHOLDERS’ DEFICIENCY

(a)

Common Stock

As at July 31, 2024, the Company had 1,850,000,00 shares of Common Stock authorized and 91,380,533 shares of Common Stock issued and outstanding.

On May 9, 2024, the Company issued 28,110,000 shares of Common Stock to two consultants pursuant to the Merger Agreement.

(b)

Class A Preferred Stock

As at July 31, 2024, the Company had 2,000 shares of Class A Preferred Stock authorized and 1,665 shares of Class A Preferred Stock issued and outstanding.

(c)

Class B Preferred Stock

As at July 31, 2024, the Company recorded accrued dividends payable of $210,002 (April 30, 2024 - $185,757).

(d)

Stock Purchase Warrants

		Number of warrants				Weighted average exercise price $
Balance, July 31, 2024 and April 30, 2024			416,157				0.75

Additional information regarding share purchase warrants as of April 30, 2024 is as follows:

Outstanding and exercisable
Number of Warrants		Weighted Average Remaining Contractual Life (years)
416,157		2.6 to 2.7

(e)

Reverse acquisition

Commitments and Contingencies

3 Months Ended

Jul. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

7.	COMMITMENTS AND CONTINGENCIES

Subsequent Events

3 Months Ended

Jul. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

8.	SUBSEQUENT EVENTS

Promissory Note with 1800 Diagonal Lending LLC

Securities Purchase Agreement with GHS Investments LLC

Purchase and Sale Agreement with Private Seller

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 289,013	$ (316,796)

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

Accounting Policies, by Policy (Policies)

3 Months Ended

Jul. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

(a)

Basis of Presentation and Principles of Consolidation

Reverse Acquisition

(b)

Reverse Acquisition

Use of Estimates

(c)

Use of Estimates

Basic and Diluted Earnings / Loss per Share

(d)

Basic and Diluted Earnings / Loss per Share

Fair Value Measurements

(e)

Fair Value Measurements

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

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

Leases

(f)

Leases

Recent Accounting Pronouncements

(g)

Recent Accounting Pronouncements

Royalty Interests in Oil and Gas Properties (Tables)

3 Months Ended

Jul. 31, 2024

Royalty Interests in Oil and Gas Properties [Abstract]

Schedule of Royalty Interests in Oil and Gas Properties

ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

	$
Balance, April 30, 2024		394,736
Acquisition and exploration cost		-
Disposal of mineral property		(140,000	)
Depletion expense		(18,251	)
Balance, July 31, 2024		236,485

Stockholders' Deficiency (Tables)

3 Months Ended

Jul. 31, 2024

Stockholders' Deficiency [Abstract]

Schedule of Carrying Amount of Warrant Liabilities

The difference between the carrying amount of warrant liabilities extinguished and the equity warrant recognized, in the amount of $1,043,542 was recognized in the condensed interim consolidated statement of income.

		Number of warrants				Weighted average exercise price $
Balance, July 31, 2024 and April 30, 2024			416,157				0.75

Schedule of Share Purchase Warrants

Additional information regarding share purchase warrants as of April 30, 2024 is as follows:

Outstanding and exercisable
Number of Warrants		Weighted Average Remaining Contractual Life (years)
416,157		2.6 to 2.7

Description of Business (Details)	3 Months Ended
Description of Business (Details)	Jul. 31, 2024 USD ($) $ / shares shares	Jul. 31, 2023 USD ($)	May 09, 2024 $ / shares shares	Apr. 30, 2024 USD ($) $ / shares shares	Jan. 27, 2022 $ / shares shares	Dec. 08, 2021 $ / shares shares
Description of Business [Line Items]
Date of incorporation	Sep. 08, 2020
Common stock shares authorized	1,850,000,000			1,850,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.01			$ 0.01
Shares of common stock	91,380,533			6,921,350
Common stock, shares outstanding	91,380,533			6,921,350
Fair value (in Dollars) \| $	$ 50,000	$ 11,000
Percentage of ownership limitation	4.99%
Net income (in Dollars) \| $	$ 264,770	(336,648)
Operating activities (in Dollars) \| $	(289,100)	(388,585)
Accumulated deficit (in Dollars) \| $	$ (20,000,176)			$ (20,264,946)
Formation Minerals, Inc.[Member]
Description of Business [Line Items]
Common stock shares authorized				250,000,000
Li Sze Tang [Member]
Description of Business [Line Items]
Shares issued for services	23,110,000
Warrant [Member]
Description of Business [Line Items]
Warrants purchase						205,962
Exercise price (in Dollars per share) \| $ / shares						$ 0.75
Maximum [Member]
Description of Business [Line Items]
Shares of preferred stock			150,000,000
Class A Preferred Stock [Member]
Description of Business [Line Items]
Shares of preferred stock	1,665			1,665
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.01			$ 0.01
Preferred stock authorized	2,000			2,000
Class A Preferred Stock [Member] \| Formation Minerals, Inc.[Member]
Description of Business [Line Items]
Shares of preferred stock				5,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.001			$ 0.001
Class B Preferred Stock [Member]
Description of Business [Line Items]
Shares of preferred stock	5,504			5,504
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.01			$ 0.01
Preferred stock authorized	10,000			10,000
Class B Preferred Stock [Member] \| Formation Minerals, Inc.[Member]
Description of Business [Line Items]
Shares of preferred stock	5,354			5,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.001			$ 0.001
Shares of preferred stock			10,000
Preferred Stock [Member]
Description of Business [Line Items]
Preferred stock authorized			2,000,000,000
Class A Convertible Preferred Stock [Member]
Description of Business [Line Items]
Preferred stock, par value (in Dollars per share) \| $ / shares			$ 0.01
Class B Convertible Preferred Stock [Member]
Description of Business [Line Items]
Preferred stock, par value (in Dollars per share) \| $ / shares			$ 0.01
Series A Preferred Stock [Member]
Description of Business [Line Items]
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Convertible exchange ratio	300
Fair value (in Dollars) \| $	$ 500
Number of shares using an exchange ratio	500,000
Series C Preferred Stock [Member]
Description of Business [Line Items]
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Convertible exchange ratio	0.15
Fair value (in Dollars) \| $	$ 803
Number of shares using an exchange ratio	803
Common Stock [Member]
Description of Business [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001			$ 0.01
Shares of common stock	6,921,350		6,921,350	56,349,183
Common stock, shares outstanding				56,349,183
Convertible exchange ratio	300.47
Fair value (in Dollars) \| $
Common Stock [Member] \| Formation Minerals, Inc.[Member]
Description of Business [Line Items]
Common stock, shares outstanding	2,078,599,390
Fair value (in Dollars) \| $	$ 11,414,040
Common Stock [Member] \| Spartan Capital Securities, LLC [Member]
Description of Business [Line Items]
Shares issued for services	5,000,000
Common Stock [Member] \| Warrant [Member]
Description of Business [Line Items]
Warrants purchase					210,195
Exercise price (in Dollars per share) \| $ / shares					$ 0.75
Preferred Stock [Member] \| Class A Preferred Stock [Member]
Description of Business [Line Items]
Shares of preferred stock			2,000
Fair value (in Dollars) \| $
Preferred Stock [Member] \| Class B Preferred Stock [Member]
Description of Business [Line Items]
Fair value (in Dollars) \| $	$ 1

Royalty Interests in Oil and Gas Properties (Details) - USD ($)			3 Months Ended
	Jun. 27, 2024	May 22, 2024	Jul. 31, 2024	Jul. 31, 2023
Royalty Interests in Oil and Gas Properties [Abstract]
Proceeds from sale of oil and gas properties		$ 140,000	$ 140,000	$ 398,750
Purchase price	$ 220,000

Royalty Interests in Oil and Gas Properties (Details) - Schedule of Royalty Interests in Oil and Gas Properties	3 Months Ended
	Jul. 31, 2024 USD ($)
Schedule of Royalty Interests in Oil and Gas Properties [Abstract]
Balance Beginning	$ 394,736
Acquisition and exploration cost
Disposal of mineral property	(140,000)
Depletion expense	(18,251)
Balance Ending	$ 236,485

Convertible Loans (Details)							3 Months Ended
Convertible Loans (Details)	Jun. 15, 2024 USD ($)	May 14, 2024 USD ($)	Apr. 30, 2024 USD ($)	Oct. 04, 2023 USD ($)	Mar. 02, 2023 USD ($)	Jan. 09, 2023 USD ($)	Jul. 31, 2024 USD ($)
Convertible Loans [Line Items]
Convertible loan agreement			$ 72,336	$ 97,750	$ 225,874	$ 71,960
Issuance discount		$ 16,050		12,750	24,202	7,710
Legal fees						4,250
Interest charge				10,753	27,104	8,635
Repayment of debt		137,816		$ 12,056	$ 25,298	$ 8,060
Principal balance				150.00%	150.00%	150.00%
Trading days				10	10	10
Financing fees				$ 17,750	$ 26,672
Principal amount		123,050	65,167
Purchase price		107,000
Issuance of convertible loan		$ 14,766
Short-Term Debt, Percentage Bearing Fixed Interest Rate		22.00%
Convertible Loan [Member]
Convertible Loans [Line Items]
Repayment of debt							$ 36,167
Remaining balance percentage				75.00%	75.00%	75.00%
Accrued interest			$ 7,169				3,584
Promissory Note [Member]
Convertible Loans [Line Items]
Principal amount							24,610
Accrued interest							12,413
Interest charge percentage		12.00%
Periodic payment	$ 13,781.6
Unpaid balance composed of principal in amount							98,440
Verde Convertible Loan Agreement [Member]
Convertible Loans [Line Items]
Principal amount							32,583
Diagonal Lending LLC [Member] \| Convertible Loan [Member]
Convertible Loans [Line Items]
Repayment of debt							26,963
Diagonal Lending LLC [Member] \| Promissory Note [Member]
Convertible Loans [Line Items]
Accrued interest							$ 2,353

Related Party Transactions (Details) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Related Party Transactions [Line Items]
Amounts due to related parties	$ 456,728	$ 85,763
Related Party [Member]
Related Party Transactions [Line Items]
Amounts due to related parties	182,885	182,885
Loans from related party	144,564	$ 85,763
Stockholder [Member]
Related Party Transactions [Line Items]
Loans from related party	$ 129,279

Stockholders' Deficiency (Details)				3 Months Ended
Stockholders' Deficiency (Details)	Jun. 10, 2024 USD ($) shares	May 09, 2024 shares	Apr. 30, 2024 USD ($) shares	Jul. 31, 2024 USD ($) shares	Jul. 31, 2023 USD ($) shares
Stockholders Deficiency [Line Items]
Common stock, shares issued			6,921,350	91,380,533
Common stock, shares outstanding			6,921,350	91,380,533
Common stock based on an exchange ratio		300.47
Accrued dividends payable (in Dollars) \| $			$ 185,757	$ 210,002
Private placement (in Dollars) \| $	$ 1,000
Gross proceeds (in Dollars) \| $	250,000
Warrant liabilities (in Dollars) \| $			$ 1,228,018
Fair value warrant (in Dollars) \| $				$ 184,746
Volatility				100.00%
Risk-free rate				1.23%
Gain upon extinguishment of warrant liabilities (in Dollars) \| $				$ 1,043,542
Pre-acquisition amount (in Dollars) \| $				(833,612)
Fair value of consideration (in Dollars) \| $				$ 11,415,343
Common stock, shares authorized			1,850,000,000	1,850,000,000
Minimum [Member]
Stockholders Deficiency [Line Items]
expected life				2 years 7 months 6 days
Maximum [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share issued		150,000,000
expected life				2 years 8 months 12 days
Verde [Member]
Stockholders Deficiency [Line Items]
Common stock based on an exchange ratio					0.15
GHS Investments LLC [Member]
Stockholders Deficiency [Line Items]
Aggregate gross proceeds (in Dollars) \| $	$ 50,000
Common Stock [Member]
Stockholders Deficiency [Line Items]
Common stock, shares issued		6,921,350	56,349,183	6,921,350
Common stock, shares outstanding			56,349,183
Common stock based on an exchange ratio		0.15
Pre-acquisition amount (in Dollars) \| $				$ 844,592
Common Stock [Member] \| Verde [Member]
Stockholders Deficiency [Line Items]
Common stock, shares outstanding		2,078,599,390
FOMI [Member]
Stockholders Deficiency [Line Items]
Common stock, shares authorized			250,000,000
FOMI [Member] \| Common Stock [Member]
Stockholders Deficiency [Line Items]
Common stock, shares outstanding				2,078,599,390
Common stock based on an exchange ratio		300.47
Merger Agreement [Member] \| Common Stock [Member]
Stockholders Deficiency [Line Items]
Common stock, shares issued		28,110,000
Common Stock [Member]
Stockholders Deficiency [Line Items]
Common stock, shares issued				91,380,533
Common stock, shares outstanding				91,380,533
Common stock, shares authorized				185,000,000
Common Stock [Member] \| Verde [Member]
Stockholders Deficiency [Line Items]
conversion of shares					140,000,000
Series C Preferred Stock [Member] \| Verde [Member]
Stockholders Deficiency [Line Items]
Common stock based on an exchange ratio					300.47
conversion of shares					42
Preferred stock, share outstanding		803
Class A Preferred Stock [Member]
Stockholders Deficiency [Line Items]
Preferred stock authorized				2,000
Preferred stock, share issued				1,665
Preferred stock, share outstanding				1,665
Preferred stock votes				100,000
Class A Preferred Stock [Member]
Stockholders Deficiency [Line Items]
Preferred stock authorized			2,000	2,000
Preferred stock, share issued			1,665	1,665
Preferred stock, share outstanding			1,665	1,665
Class A Preferred Stock [Member] \| Verde [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share issued		1,665
Class A Preferred Stock [Member] \| FOMI [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share issued			5,000,000
Series A Preferred Stock [Member] \| Verde [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share outstanding		500,000
Class B Preferred Stock [Member]
Stockholders Deficiency [Line Items]
Preferred stock authorized			10,000	10,000
Preferred stock, share issued			5,504	5,504
Preferred stock, share outstanding			5,504	5,504
Preferred stock dividend percentage				10.00%
Number of shares sold	50
Class B Preferred Stock [Member] \| GHS Investments LLC [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share issued	100
Additional shares issued	200
Class B Preferred Stock [Member] \| FOMI [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share issued			5,000,000	5,354
Class B Preferred Stock [Member] \| Merger Agreement [Member]
Stockholders Deficiency [Line Items]
Preferred stock, share issued		5,354
Class B Preferred Stock [Member] \| Purchase Agreement [Member]
Stockholders Deficiency [Line Items]
Purchase shares	250

Stockholders' Deficiency (Details) - Schedule of Carrying Amount of Warrant Liabilities - Warrant [Member]	Jul. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance, Number of warrants \| shares	416,157
Balance, Weighted average exercise price \| $ / shares	$ 0.75

Stockholders' Deficiency (Details) - Schedule of Share Purchase Warrants - Warrant [Member]	3 Months Ended
	Jul. 31, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding and exercisable, Outstanding and exercisable Number of Warrants (in Shares)	416,157
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding and exercisable, Weighted Average Remaining Contractual Life (years)	2 years 7 months 6 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding and exercisable, Weighted Average Remaining Contractual Life (years)	2 years 8 months 12 days

Subsequent Events (Details) - USD ($)										3 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 15, 2025	Sep. 06, 2024	Aug. 15, 2024	Aug. 06, 2024	May 14, 2024	Mar. 15, 2024	Oct. 04, 2023	Mar. 02, 2023	Jan. 09, 2023	Jul. 31, 2024	Jun. 27, 2024	Apr. 30, 2024
Subsequent Events [Line Items]
Aggregate repayment amount					$ 137,816		$ 12,056	$ 25,298	$ 8,060
Cash												$ 3,704
Diagonal Lending LLC [Member]
Subsequent Events [Line Items]
Expenses			$ 7,000
Diagonal Loan [Member]
Subsequent Events [Line Items]
Principal amount										$ 14,760
Interest rate										22.00%
Periodic payment						$ 14,145
Diagonal Loan [Member] \| Diagonal Lending LLC [Member]
Subsequent Events [Line Items]
Interest rate										15.00%
Purchase and Sale Agreement with Private Seller [Member]
Subsequent Events [Line Items]
Cash											$ 220,000
Subsequent Event [Member] \| Diagonal Loan [Member]
Subsequent Events [Line Items]
Principal amount			98,400
Purchase price			82,000
Discount issued			$ 16,400
Maturity			June 15, 2025
Subsequent Event [Member] \| Securities Purchase Agreement with GHS Investments LLC [Member]
Subsequent Events [Line Items]
Shares issued and sold (in Shares)		50		50
Purchase price		$ 50,000		$ 50,000
Agent fee		$ 1,000		$ 1,000
Forecast [Member] \| Diagonal Loan [Member]
Subsequent Events [Line Items]
Periodic payment	$ 56,580
Aggregate repayment amount	$ 113,160