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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~October~~January 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number 000-54524

VERDE BIO HOLDINGS, INC.

(Name of small business issuer in its charter)

Nevada		30-0678378
(State of incorporation)		(I.R.S. Employer Identification No.)

PO Box 67 Jacksboro, Texas 76458 (Address of principal executive offices) (972) 217-4080 (Registrant'’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: 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.

~~[X]~~ ☒ Yes ~~[ ]~~ ☐ No

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

~~[X]~~ ☒ Yes ~~[ ]~~ ☐ No

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

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer ~~[X]~~☒ Smaller reporting company ☒ Emerging growth company ☐

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.

☐ Yes ☐ No

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

☐ Yes ~~[X]~~ ☒ No

As of ~~December~~March 1115, ~~2023~~2024, there were 12,~~843~~020,~~043~~821,~~834~~612 shares of the registrant'’s $0.001 par value common stock issued and outstanding.

VERDE BIO HOLDINGS, INC.*

TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	414
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	617
ITEM 4.	CONTROLS AND PROCEDURES	717
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	819
ITEM 1A.	RISK FACTORS	819
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	819
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	819
ITEM 4.	MINE SAFETY DISCLOSURES	819
ITEM 5.	OTHER INFORMATION	819
ITEM 6.	EXHIBITS	820

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 Verde Bio Holdings, Inc., (the "“Company"”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "“may,"” "“will,"” "“should,"” "“expect,"” "“anticipate,"” "“estimate,~~" "~~” “believe,"” "“intend,"” or "“project"” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

* Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references ~~in this report~~ to "the “Company"”, ~~"VBH", "~~“we"”, "“us"” ~~and~~or "“our"” are references to Verde Bio Holdings, Inc., a Nevada corporation.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Financial Statements

For the Three Months and ~~Six~~Nine Months Ended ~~October~~January 31, ~~2023~~2024 ~~and 2022~~ (unaudited)

~~(unaudited)~~INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (unaudited)	F-2
Condensed Consolidated Statements of Operations (unaudited)	F-3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	F-4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)(unaudited)	4
Condensed Consolidated Statements of Cash Flows (unaudited)	~~F-5~~6
Notes to the Condensed Consolidated Financial Statements (unaudited)	~~F-6~~7

F-1

VERDE BIO HOLDINGS, INC.

Condensed Consolidated Balance Sheets

~~(Expressed~~as of inJanuary US31, ~~dollars)~~2024 and April 30, 2023

	October 31, 2023 $	April 30, 2023 $
	(unaudited)
ASSETS
Current Assets
Cash	39,975	25,836
Accounts receivable	54,166	71,912
Prepaid expenses	17,023	-
Total current assets	111,164	97,748
Non-current assets
Right-of-use operating lease asset	-	19,861
Property and equipment, net	2,693,157	2,724,123
Oil and natural gas properties, net based on the full cost method of accounting	893,354	1,318,506
Total assets	3,697,675	4,160,238
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	162,559	286,972
Convertible notes payable	97,750	260,855
Due to related party	525,000	42,000
Current portion of operating lease liability	-	21,337
Warrant liabilities	1,228,018	1,228,018
Total Liabilities	2,013,327	1,839,182
TEMPORARY EQUITY
Series C Preferred Stock Designated: 7,600, par value of $0.001 per shareIssued and outstanding: 788 and 845 shares, respectively	1	1
Series C accrued dividends	148,138	109,372
Total Temporary Equity	148,139	109,373
STOCKHOLDERS’ EQUITY
Series A Preferred Stock Designated: 500,000 shares, par value of $0.001 per shareIssued and outstanding: 500,000 shares	500	500
Common stock –5,000,000,000 common shares, par value of $0.001 per shareIssued and outstanding:1,755,077,167 and 1,543,077,167 common shares, respectively	1,755,078	1,543,078
Additional paid-in capital	16,462,409	16,701,175
Accumulated deficit	(16,681,778)	(16,033,070)
Total Stockholders’ Equity	1,536,209	2,211,683
Total Liabilities and Stockholders’ Equity	3,697,675	4,160,238

(Expressed in U.S. Dollars)

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

	January 31, 2024 $			April 30, 2023 $
	(unaudited)
ASSETS

Current Assets

Cash		11,561			25,836
Accounts receivable		53,077			71,912
Prepaid expenses		39,740			–
Total current assets		104,378			97,748
Non-current assets
Right-of-use operating lease asset		–			19,861
Property and equipment, net		1,081,833			2,724,123
Oil and natural gas properties, net based on the full cost method of accounting		696,351			1,318,506
Total assets		1,882,562			4,160,238

LIABILITIES

Current Liabilities

Accounts payable and accrued liabilities		223,099			286,972
Convertible notes payable		65,167			260,855
Due to related party		80,503			42,000
Current portion of operating lease liability		–			21,337
Warrant liabilities		1,228,018			1,228,018
Total Liabilities		1,596,787			1,839,182

TEMPORARY EQUITY

Series C Preferred Stock
Designated: 7,600 shares, par value of $0.001 per share
Issued and outstanding: 836 and 845 shares, respectively		1			1

Series C accrued dividends		166,756			109,372

Total Temporary Equity		166,757			109,373

STOCKHOLDERS’ EQUITY

Series A Preferred Stock
Designated: 500,000 shares, par value of $0.001 per share
Issued and outstanding: 500,000 shares		500			500

Common stock – 5,000,000,000 common shares, par value of $0.001 per share
Issued and outstanding: 1,931,932,723 and 1,543,077,167 common shares, respectively		1,931,153			1,543,078
Common stock issuable
Additional paid-in capital		16,362,235			16,701,175
Accumulated deficit		(18,174,870	)		(16,033,070	)
Total Stockholders’ Equity		119,018			2,211,683
Total Liabilities and Stockholders’ Equity		1,882,562			4,160,238

~~F-2~~(The accompanying notes are an integral part of these condensed consolidated financial statements)

~~VERDE BIO HOLDINGS INC.~~2

~~Condensed~~VERDE BIO ~~Consolidated~~HOLDINGS, ~~Statements of Operations~~INC.

~~(Expressed~~Condensed Consolidated inStatements USof ~~dollars)~~Operations

~~(unaudited)~~For the three and nine month period ended January 31, 2024 and 2023

	Three months ended October 31, 2023 $	Three months ended October 31, 2022 $	Six months ended October 31, 2023 $	Six months ended October 31,2022 $
Revenue
Mineral property and royalty revenues	59,496	414,356	135,190	624,266
Operating Expenses
Consulting fees	70,616	65,183	155,859	232,681
Depletion expense	39,200	166,095	95,283	311,216
Depreciation expense	15,483	15,482	30,966	30,616
General and administrative	191,845	243,877	349,477	713,500
Professional fees	45,680	47,090	127,305	135,057
Project expenditures	-	1,904	6,581	24,932
Total Operating Expenses	362,824	539,631	765,471	1,448,002
Net Operating Loss	(303,328)	(125,275)	(630,281)	(823,736)
Other Income (Expenses)
Financing cost	(17,750)	(2,000)	(18,750)	(40,200)
Interest expense	(10,834)	(2,716)	(11,562)	(30,063)
Other revenue	-		11,885
Total Other Income (Expenses)	(28,584)	(4,716)	(18,427)	(70,263)
Net Loss	(331,912)	(129,991)	(648,708)	(893,999)
Series C Preferred Stock Dividends	(18,914)	(24,325)	(38,766)	(46,934)
Net Loss to Common Shareholders	(350,826)	(154,316)	(687,474)	(940,933)
Net Loss Per Share – Basic and Diluted	(0.00)	(0.00)	(0.00)	(0.00)
Weighted Average Shares Outstanding – Basic and Diluted	1,725,338,037	1,308,183,201	1,668,446,732	1,266,657,766

(Expressed in U.S. Dollars)

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

F-3

	For the three months ended January 31, 2024 $			For the three months ended January 31, 2023 $			For the nine months ended January 31, 2024 $			For the nine Months ended January 31, 2023 $
Revenue

Mineral property and royalty revenues		75,991			170,312			211,181			794,578

Operating Expenses

Consulting fees		73,197			63,640			229,056			296,321
Depletion expense		47,003			84,700			142,286			395,916
General and administrative		206,944			235,535			556,421			949,035
Depreciation expense		15,482			15,483			46,448			46,099
Professional fees		138,345			32,825			265,650			167,882
Project expenditures		5,510			152,306			12,091			177,238
Total Operating Expenses		486,481			584,489			1,251,952			2,032,491
Net Operating Loss		(410,490	)		(414,177	)		(1,040,771	)		(1,237,913	)

Other Income (Expenses)

Finance charges		(11,760	)		(15,960	)		(30,510	)		(56,160	)
Interest expense		–			(9,699	)		(11,562	)		(39,762	)
Loss on disposal of property		(1,070,842	)					(1,070,842	)
Other revenue		–			–			11,885			–
Total Other Income (Expenses)		(1,082,602	)		(25,659	)		(1,101,029	)		(95,922	)
Loss Before Income Taxes		(1,493,092	)		(439,836	)		(2,141,800	)		(1,333,835	)
Provision for Income Taxes		–			–			–			–
Net Loss		(1,493,092	)		(439,836	)		(2,141,800	)		(1,333,835	)
Series C Preferred Stock Dividends		(18,618	)		(21,855	)		(57,384	)		(68,789	)
Net Loss to Stockholders		(1,511,710	)		(461,691	)		(2,199,184	)		(1,402,624	)
Net Loss Per Share – Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Shares Outstanding – Basic and Diluted		1,856,601,805			1,367,786,733			1,731,165,090			1,300,490,001

~~VERDE~~(The ~~BIO~~accompanying ~~HOLDINGS~~notes ~~INC.~~are an integral part of these condensed consolidated financial statements)

~~Consolidated Statements of Stockholders’ Equity~~3

~~(Expressed~~VERDE BIO inHOLDINGS, ~~US dollars)~~INC.

~~For~~Consolidated Statements ~~the~~of ~~three~~Stockholders’ ~~and~~Equity ~~six months ended October 31, 2023 and 2022~~(Deficit)

~~(unaudited)~~For the three and nine month period ended January 31, 2024 and 2023

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$
Balance – April 30, 2023	500,000	500	1,543,077,167	1,543,078	16,701,175	(16,033,070)	2,211,683
Series C preferred stock issued for commitment fee	-	-	-	-	1,000	-	1,000
Common shares issued for conversion of Series C preferred stock	-	-	140,000,000	140,000	(140,000)	-	-
Series C preferred stock issued for cash	-	-	-	-	11,000	-	11,000
Series C preferred stock dividend	-	-	-	-	(19,852)	-	(19,852)
Net loss for the period	-	-	-	-	-	(316,796)	(316,796)
Balance – July 31, 2023	500,000	500	1,683,077,167	1,683,078	16,553,323	(16,349,866)	1,887,035
Common shares issued for conversion of Series C preferred stock	-	-	72,000,000	72,000	(72,000)	-	-
Series C preferred stock dividend	-	-	-	-	(18,914)	-	(18,914)
Net loss for the period	-	-	-	-	-	(331,912)	(331,912)
Balance – October 31, 2023	500,000	500	1,755,077,167	1,755,078	16,462,409	(16,681,778)	1,536,209

(Expressed in U.S. Dollars)

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

F-4

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – October 31, 2022		500,000		500		1,324,096,144		1,324,097		16,874,287			(15,152,890	)		3,045,994

Common shares issued for conversion of Series C preferred stock		–		–		99,425,467		99,426		(99,426	)		–			–
Series C preferred stock issued for cash		–		–		–				76,000			–			76,000
Series C preferred stock dividend		–		–		–		–		(21,856	)		–			(21,856	)
Net loss for the period		–		–		–		–		–			(439,836	)		(439,836	)
Balance – January 31, 2023		500,000		500		1,423,521,611		1,423,523		16,829,005			(15,592,726	)		2,660,302

VERDE BIO HOLDINGS INC.

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – October 31, 2023		500,000		500		1,755,077,167		1,755,078		16,462,409			(16,681,778	)		1,536,209

Series C preferred stock issued for commitment fee		–		–		–		–		6,000			–			6,000
Common shares issued for conversion of Series C preferred stock		–		–		175,555,556		175,556		(175,556	)		–			–
Common shares issued for services				–		1,300,000		519					–			519
Series C preferred stock issued for cash		–		–		–		–		88,000			–			88,000
Series C preferred stock dividend		–		–		–		–		(18,618	)		–			(18,618	)
Net loss for the period		–		–		–		–		–			(1,493,092	)		(1,493,092	)
Balance – January 31, 2024		500,000		500		1,931,932,723		1,931,153		16,362,235			(18,174,870	)		119,018

~~Consolidated~~(The ~~Statements~~accompanying notes are an integral part of these ~~Stockholders’~~condensed ~~Equity~~consolidated financial statements)

~~(Expressed in US dollars)~~4

~~For~~VERDE BIO ~~the three and six months ended October 31~~HOLDINGS, ~~2023 and 2022~~INC.

~~(unaudited)~~Consolidated Statements of Stockholders’ Equity

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Par Value	Shares	Par Value	Capital	Deficit	Total
	#	$	#	$	$	$	$
Balance – April 30, 2022	500,000	500	1,179,365,468	1,179,366	16,669,291	(14,258,891)	3,590,266
Series C preferred stock issued for commitment fee	-	-	-	-	5,000	-	5,000
Common shares issued for conversion of Series C preferred stock	-	-	84,908,453	84,908	(84,908)	-	-
Common shares issued for services	-	-	13,300,000	13,300	84,710	-	98,010
Series C preferred stock issued for cash	-	-	-	-	231,000	-	231,000
Series C preferred stock dividend	-	-	-	-	(22,609)	-	(22,609)
Net loss for the period	-	-	-	-	-	(764,008)	(764,008)
Balance – July 31, 2022	500,000	500	1,277,573,921	1,277,574	16,882,484	(15,022,899)	3,137,659
Common shares issued for conversion of Series C preferred stock	-	-	46,222,223	46,223	(46,223)	-	-
Common shares issued for services	-	-	300,000	300	350	-	650
Series C preferred stock issued for cash	-	-	-	-	60,000	-	60,000
Series C preferred stock issued for commitment fee	-	-	-	-	2,000	-	2,000
Series C preferred stock dividend	-	-	-	-	(24,324)	-	(24,324)
Net loss for the period	-	-	-	-		(129,991)	(129,991)
Balance – October 31, 2022	500,000	500	1,324,096,144	1,324,097	16,874,287	(15,152,890)	3,045,994

For the three and nine months ended January 31, 2024 and 2023

(~~The~~Expressed in ~~accompanying~~U.S. ~~notes are an integral part of these condensed consolidated financial statements~~Dollars)

~~F-5~~(unaudited)

VERDE BIO HOLDINGS INC.

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – April 30, 2022		500,000		500		1,179,365,468		1,179,366		16,669,291			(14,258,891	)		3,590,266

Series C preferred stock issued for commitment fee		–		–		–		–		11,000			–			4,000
Common shares issued for conversion of Series C preferred stock		–		–		230,556,143		230,557		(230,557	)		–			–
Common shares issued for services		–		–		13,600,000		13,600		85,060			–			98,660
Series C preferred stock issued for cash		–		–		–		–		363,000			–			370,000
Series C preferred stock dividend		–		–		–		–		(68,789	)		–			(68,789	)
Net loss for the period		–		–		–		–		–			(1,333,835	)		(1,333,835	)
Balance – January 31, 2023		500,000		500		1,423,521,611		1,423,523		16,829,005			(15,592,726	)		2,660,302

Condensed Consolidated Statements of Cash Flow

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$
Balance – April 30, 2023		500,000		500		1,543,077,167		1,543,078		16,701,175			(16,033,070	)		2,211,683

Series C preferred stock issued for commitment fee		–		–		–		–		7,000			–			7,000
Common shares issued for conversion of Series C preferred stock		–		–		387,555,556		387,556		(387,556	)		–			–
Common shares issued for services		–		–		1,300,000		519		–			–			519
Series C preferred stock issued for cash		–		–		–		–		99,000			–			99,000
Series C preferred stock dividend		–		–		–		–		(57,384	)		–			(57,384	)
Net loss for the period		–		–		–		–		–			(2,141,800	)		(2,141,800	)
Balance – January 31, 2024		500,000		500		1,931,932,723		1,931,153		16,362,235			(18,174,870	)		119,018

(~~Expressed~~The inaccompanying USnotes ~~dollars~~are an integral part of these condensed consolidated financial statements)

~~(unaudited)~~5

	Six months ended October 31, 2023 $	Six months ended October 31, 2022 $
Operating Activities
Net loss	(648,708)	(893,999)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset	19,861	24,961
Common stock issued for services	-	98,660
Depreciation expense	30,966	30,616
Depletion expense	95,283	311,216
Original issuance discount and transaction fees on financing	17,750	37,200
Shares issued for commitment fee	1,000	7,000
Changes in operating assets and liabilities:
Accounts receivable	17,746	(9,409)
Prepaid expenses	(17,023)	17,187
Accounts payable and accrued liabilities	(124,413)	(6,732)
Operating lease liability	(21,337)	(27,176)
Net Cash Used In Operating Activities	(628,875)	(410,476)
Investing Activities
Capitalization of oil and gas properties	(68,881)	(20,000)
Acquisition of property and equipment	-	(6,985)
Proceeds from sale of oil and gas properties	398,750	-
Net Cash Provided By (Used In) Investing Activities	329,869	(26,985)
Financing Activities
Proceeds from convertible debentures	80,000	175,000
Proceeds from issuance of Series C preferred stock	11,000	279,000
Repayment of convertible debenture	(260,855)	(80,080)
Repayment of related party loan	(42,000)	-
Proceeds from related party loans	525,000	-
Net Cash Provided by Financing Activities	313,145	373,920
Change in Cash	14,139	(63,541)
Cash – Beginning of Period	25,836	141,206
Cash – End of Period	39,975	77,665
Supplemental Disclosures
Interest paid	-	9,610
Non-cash investing and financing activities
Series C preferred stock accrued dividend	38,766	46,934
Common stock issued for conversion of Series C preferred stock	212,000	131,131

VERDE BIO HOLDINGS INC.

~~(The~~Condensed Consolidated ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Cash ~~condensed consolidated financial statements)~~Flow

~~F-6~~For the nine months ended January 31, 2024 and 2023

~~VERDE~~(Expressed in ~~BIO HOLDINGS INC~~U.S. Dollars)

~~Notes to the Condensed Consolidated Financial Statements~~(unaudited)

(Expressed in US dollars)

	For the nine months ended January 31, 2024 $			For the nine months ended January 31, 2023 $
Operating Activities

Net loss		(2,141,800	)		(1,333,835	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		19,861			38,380
Depletion expense		142,286			395,916
Depreciation expense		46,448			46,099
Loss on disposal of property and equipment		1,070,842			–
Original issuance discount and issuance fees		17,750			37,160
Shares issued for services		519			98,660
Shares issued or issuable for commitment fees		7,000			11,000

Changes in operating assets and liabilities:
Accounts receivable		18,835			16,408
Prepaid expenses		(39,740	)		23,013
Accounts payable and accrued liabilities		(63,873	)		(8,118	)
Operating lease liability		(21,337	)		(41,701	)
Net cash used in operating activities		(943,209	)		(717,018	)

Investing Activities

Acquisition of property and equipment					(6,985	)
Oil and gas property expenditures		(68,881	)		(20,000	)
Proceeds from sale of mineral property		548,750			175,000
Net Cash provided by activities		479,869			148,015

Financing Activities

Proceeds from issuance of series C preferred shares		99,000			363,000
Proceeds from related party loan		605,503			20,000
Repayment of related party loan		(42,000	)		–
Proceeds from convertible debentures		80,000			235,000
Repayment of convertible debenture		(293,438	)		(140,140	)
Net cash provided by financing activities		449,065			477,860

Change in Cash		(14,275	)		(91,143	)

Cash – Beginning of Period		25,836			141,206
Cash – End of Period		11,561			50,063

Supplemental Disclosures

Interest paid		3,584			16,817
Income taxes		–			–

Non-cash investing and financing activities

Series C preferred stock accrued dividend		(57,384	)		(68,789	)
Settlement of related party loan		525,000			–
Common stock issued for conversion of Series C preferred stock		387,556			230,557

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

~~1.Nature of Operations and Continuance of Business~~ 6

~~Verde~~VERDE ~~Bio~~BIO ~~Holdings~~HOLDINGS ~~Inc~~INC. ~~(the “Company”) was incorporated in the State of Nevada on February 24, 2010. Currently, the Company is in the business of oil and gas exploration and investment.~~

~~Going~~Notes ~~Concern~~to the Condensed Consolidated Financial Statements

~~These~~For ~~condensed consolidated financial statements have been prepared on a going concern basis, which implies that~~ the ~~Company~~three ~~will continue to realize its assets~~ and ~~discharge~~nine ~~its~~months ~~liabilities in the normal course of business. During the period~~ ended ~~October~~January 31, 2024 ~~2023, the Company incurred a net loss of $648,708~~ and ~~used cash of $628,875 for operating activities. As at October 31,~~ 2023, the Company had an accumulated deficit of $16,681,778. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profits from the Company’s operations. The Company will continue to rely on equity sales of its common shares or debt financing in order to continue to fund business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these condensed consolidated financial statements are issued. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~2.Summary~~(Expressed ofin ~~Significant~~U.S. ~~Accounting Policies~~ Dollars)

(aunaudited)~~Basis of Presentation and Principles of Consolidation~~

~~The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U~~1.S. ~~Securities~~Nature and Exchange Commission for the year ended April 30, 2023. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of ~~management,~~Operations ~~reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations~~ and ~~cash~~Continuance ~~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.~~Business

~~These~~Verde ~~condensed~~Bio ~~consolidated~~Holdings ~~financial~~Inc. ~~statements~~(the ~~have~~“Company”, ~~been~~“we”, “us” ~~prepared~~or “our”) was incorporated in ~~accordance~~the ~~with~~State ~~accounting~~of ~~principles~~Nevada ~~generally~~on ~~accepted~~February 24, 2010. The Company is a growing U.S. energy company based in Frisco, Texas, engaged in the ~~United~~acquisition ~~States~~and ~~(“US~~development ~~GAAP”)~~of high-probability, lower risk onshore oil and ~~are~~gas ~~expressed~~properties within the major oil and gas plays in the U.S. The ~~dollars.~~Company’s ~~The~~dual-focused growth ~~condensed~~strategy ~~consolidated~~relies ~~financial~~primarily ~~statements~~on ~~are~~leveraging management’s ~~comprised~~expertise ofto grow through the ~~records~~strategic acquisition of ~~the~~non-operating, ~~Company~~working interests and ~~its~~royalty ~~wholly-owned~~interests ~~inactive~~with the ~~subsidiary,~~goal IPof ~~Control~~developing ~~Risk~~into ~~Inc.,~~ a major company ~~incorporated~~ in the ~~State~~industry. Through this strategy of ~~Nevada,~~acquisition ~~United~~of ~~States.~~royalty ~~All~~and ~~intercompany~~non-operating properties, the ~~transactions~~Company ~~have~~has ~~been~~the ~~eliminated~~unique ability to rely on ~~consolidation.~~the ~~The~~technical ~~Company’s~~and ~~fiscal~~scientific ~~year~~expertise ~~end~~of isthe ~~April~~world-class energy 30and power companies operating in the area.

~~(b)Use~~Verde ofbegan ~~Estimates~~purchasing mineral and oil and gas royalty interests and surface properties in September 2020 and since such time has completed a total of 18 purchases.

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

~~F-7~~These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended January 31, 2024, the Company incurred a net loss of $2,141,800 and used cash of $943,209 for operating activities. As at January 31, 2024, the Company had an accumulated deficit of $18,174,870. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. In the past the Company has relied, and expects to continue to rely on the issuance and sale of shares of common stock (“common shares”) 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, or March 25, 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.

~~VERDE~~2. ~~BIO~~Summary ~~HOLDINGS~~of ~~INC.~~Significant Accounting Policies

~~Notes~~(a) toBasis ~~the~~of ~~Condensed~~Presentation ~~Consolidated~~and ~~Financial~~Principles ~~Statements~~of Consolidation

~~(Expressed~~The accompanying condensed consolidated financial statements of the Company should be read in USconjunction ~~dollars)~~with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended April 30, 2023. These condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (~~unaudited~~“U.S. GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned, inactive subsidiary, IP Control Risk Inc., a Nevada corporation. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

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

~~(b)Use~~The preparation of ~~Estimates~~these ~~(continued)~~ condensed 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, 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.7

~~(c)Basic~~VERDE ~~and~~BIO ~~Diluted~~HOLDINGS ~~Net Loss per Share~~ INC.

~~The~~Notes Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to ~~common shareholders (numerator) by~~ the ~~weighted~~Condensed ~~average~~Consolidated ~~number~~Financial of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of October 31, 2023, the Company had 488,910,788 (April 30, 2023 – 984,228,889) potentially dilutive common shares outstanding.Statements

~~(d) Fair~~For ~~Value~~the ~~Measurements~~three and nine months ended January 31, 2024 and 2023

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

~~Level 1 – quoted prices for identical instruments in active markets;~~(unaudited)

~~Level~~ 2. ~~– quoted~~Summary ~~prices~~of ~~for~~Significant ~~similar~~Accounting ~~instruments~~Policies 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(continued)

~~Level~~(b) 3Use ~~– fair~~of ~~value~~Estimates ~~measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.~~(continued)

~~Financial~~The ~~instruments~~Company ~~consist~~regularly ~~principally~~evaluates estimates and assumptions related to the collectability of ~~cash~~accounts receivable relating to oil and gas interests which is based on the operator’s production statements, ~~accounts~~carrying ~~payable~~value of oil and ~~accrued~~gas ~~liabilities~~properties, ~~notes~~the ~~payable~~useful life, ~~convertible~~carrying ~~debentures~~value, and ~~amounts~~incremental ~~due~~borrowing torate ~~related~~used for ~~parties.~~right-of-use ~~The~~assets and lease liabilities, the fair value of ~~cash~~stock-based iscompensation, ~~determined~~revenue ~~based~~recognition onincluding ~~Level~~the 1calculation of ~~inputs.~~the ~~There~~reserves ~~were~~and nothe ~~transfers~~fair ~~into~~value orof ~~out~~the ofreserves ~~“Level~~for 3”oil ~~during~~and ~~the~~gas ~~period~~interests, ~~ended~~and ~~October~~deferred ~~31,~~income ~~2023~~tax asset valuation allowances. The Company ~~recorded~~bases ~~values~~its ofestimates ~~all~~and assumptions on current facts, historical experience and various other ~~financial~~factors ~~instruments~~that ~~approximate~~it ~~their~~believes ~~current~~to ~~fair~~be ~~values~~reasonable under ~~because~~the circumstances, the results of ~~their~~which ~~nature~~form the basis for making judgments about the carrying values of assets and ~~respective~~liabilities and ~~relatively~~the ~~short~~accrual ~~maturity~~of ~~dates~~costs orand ~~durations~~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.

~~F-8~~(c) Basic and Diluted Net Loss per Share

~~VERDE~~The ~~BIO~~Company ~~HOLDINGS~~computes ~~INC~~net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of January 31, 2024, the Company had 368,487,455 (April 30, 2023 –984,228,889) potentially dilutive common shares outstanding.

~~Notes~~(d) toFair ~~the~~Value ~~Condensed Consolidated Financial Statements~~Measurements

~~(Expressed~~The inCompany USmeasures ~~dollars)~~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:

~~(unaudited)~~Level 1 – quoted prices for identical instruments in active markets;

Level 2~~.Summary~~ of– ~~Significant~~quoted ~~Accounting~~prices ~~Policies~~for ~~(continued)~~ 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

~~(d) Fair~~Level ~~Value~~3 ~~Measurements~~– ~~(continued)~~fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Fair~~Financial ~~value~~instruments ~~estimates~~consist ~~are~~principally of ~~made~~cash, ataccounts apayable ~~specific~~and ~~point~~accrued inliabilities, ~~time~~notes payable, convertible debentures and amounts due to related parties. The fair value of cash is determined based on ~~relevant~~Level ~~market~~1 ~~information~~inputs. ~~and~~There ~~information~~were ~~about~~no ~~the~~transfers ~~financial~~into ~~instrument.~~or ~~These~~out ~~estimates~~of ~~are~~“Level ~~subjective~~3” induring ~~nature~~the ~~and~~period ~~involve~~ended January ~~uncertainties~~31, ~~and~~2024. ~~matters~~The recorded values of ~~significant~~all ~~judgment~~other ~~and~~financial ~~therefore~~instruments ~~cannot~~approximate betheir ~~determined~~current ~~with~~fair ~~precision.~~values ~~Changes~~because inof ~~assumptions~~their ~~could~~nature and ~~significantly~~respective ~~affect~~relatively ~~the~~short ~~estimates~~maturity dates or durations.

~~(a)Recent Accounting Pronouncements~~ 8

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

~~3.Right-of-Use~~Notes ~~Operating~~to ~~Lease~~the ~~Asset~~Condensed ~~and~~Consolidated ~~Lease~~Financial ~~Liability~~ Statements

~~ROU~~For ~~assets represent~~ the ~~Company’s~~three ~~right to use an underlying asset for the lease term~~ and ~~lease~~nine ~~liabilities~~months ~~represent~~ended ~~the~~January Company’s obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period31, 2024 and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. 2023

On(Expressed March 11, 2021, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in ~~accordance with ASC 842, Lease, which resulted in initial recognition of right-of-use asset and lease liability of $122,120~~U. ~~The incremental borrowing rate used in the calculation is 18%~~S. Dollars)

	October 31, 2023	April 30, 2023
	$	$
Components of lease expense were as follows:
Operating lease cost	19,861	52,462
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	22,143	66,430
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets	-	19,861
Operating lease liabilities	-	21,337

(unaudited)

~~F-9~~2. Summary of Significant Accounting Policies (continued)

~~VERDE~~(d) ~~BIO~~Fair ~~HOLDINGS~~Value ~~INC.~~Measurements (continued)

~~Notes~~Fair tovalue estimates are made at a specific point in time, based on relevant market information and information about the ~~Condensed~~financial ~~Consolidated~~instrument. ~~Financial~~These ~~Statements~~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.

(~~Expressed~~e) inRecent USAccounting ~~dollars)~~Pronouncements

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

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

	October 31, 2023	April 30, 2023
Weighted Average Remaining Lease Term
Operating leases	-	0.41 years
Weighted Average Discount Rate
Operating leases	18%	18%

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

Maturities of lease liabilities are as follows:
Year Ending April 30,	Operating Leases	Operating Leases
2024	-	22,143
Less: imputed interest	-	(806)
Total	-	21,337

On March 11, 2021, the Company entered into a sublease agreement with a sublandlord regarding its office at 5750 Genesis Court, Suite 220, Frisco, Texas 75036. The agreement was treated as an operating lease in accordance with ASC 842, Lease, which resulted in initial recognition of right-of-use asset and lease liability of $122,120. The incremental borrowing rate used in the calculation is 18%. This lease expired on September 30, 2023.

4.Royalty Interests in Oil and Gas Properties

	January 31, 2024		April 30, 2023
	$		$

Components of lease expense were as follows:

Operating lease cost		19,861		52,462

Supplemental cash flow information related to leases:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases		22,143		66,430

Supplemental balance sheet information related to leases:

Operating Leases

Operating lease right-of-use assets		–		19,861

Operating lease liabilities		–		21,337

	$
Balance, April 30, 2023	1,318,506
Additions to capitalized cost	68,881
Disposal of mineral property	(398,750)
Depletion expense	(95,283)
Balance, October 31, 2023	893,354

~~5.Property~~VERDE ~~and~~BIO ~~Equipment~~ HOLDINGS INC.

	Land $	Vehicles $	Equipment $	Leasehold Improvements $	Total $
Cost
Balance, April 30, 2023	2,501,924	125,595	36,195	140,881	2,804,595
Additions	-	-	6,985	-	6,985
Balance, October 31, 2023	2,501,924	125,595	43,180	140,881	2,811,580
Accumulated depreciation
Balance, April 30, 2023	-	37,679	14,558	35,220	87,457
Additions	-	12,560	4,318	14,088	30,966
Balance, October 31, 2023	-	50,239	18,876	49,308	118,423
Balance, April 30, 2023	2,501,924	87,916	28,622	105,661	2,724,123
Balance, October 31, 2023	2,501,924	75,356	24,304	91,573	2,693,157

Notes to the Condensed Consolidated Financial Statements

~~F-10~~For the three and nine months ended January 31, 2024 and 2023

~~VERDE~~(Expressed ~~BIO~~in ~~HOLDINGS INC~~U.S. Dollars)

~~Notes to the Condensed Consolidated Financial Statements~~(unaudited)

~~(Expressed~~3. inRight-of-Use USOperating ~~dollars~~Lease Asset and Lease Liability (continued)

(unaudited)

	January 31, 2024			April 30, 2023

Weighted Average Remaining Lease Term

Operating leases		–			0.41 years

Weighted Average Discount Rate

Operating leases		18	%		18	%

~~6.Convertible~~Maturities ~~Loan~~ of lease liabilities are as follows:

On January 9, 2023, the Company 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, the Company 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. If the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the Company’s common stock for the last 10 trading days prior to default. During the period ended July 31, 2023, the Company repaid the totality of the convertible loan principal and interest balances.

	Operating Leases		Operating Leases
Year Ending April 30,
2024		–		22,143
Less: imputed interest		–		(806	)

Total		–		21,337

~~On March 2, 2023, the Company entered into a 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~~4. ~~Under~~ ~~the~~Royalty ~~terms~~Interests ~~of the agreement, the Company incurred a one-time interest charge of $27,104 upon the closing of the agreement, which has been recorded~~ in ~~accounts~~Oil ~~payable~~ and ~~accrued~~Gas liabilities and is required to remit a monthly repayment of $25,298 commencing in March 2023. If the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the Company’s common stock for the last 10 trading days prior to default. During the period ended July 31, 2023, the Company repaid the totality of the convertible loan principal and interest balances.Properties

On October 4, 2023, the Company entered into a 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, the Company 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 the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the Company’s common stock for the last 10 trading days prior to default. During the period ended October 31, 2023, the Company repaid a total of $nil on the convertible loan. As of October 31, 2023, $97,750 of loan payable balance and $10,753 of accrued interest remain outstanding.

	$

Balance, April 30, 2023		1,318,506

Acquisition and exploration cost		68,881
Disposal of mineral property		(548,750	)
Depletion expense		(142,286	)

Balance, January 31, 2024		696,351

~~7.Related~~On ~~Party~~June ~~Transactions~~ 19, 2023, the Company entered into a purchase and sale agreement for the sale of 55% of the right, title and interest to certain properties located in Desoto Parish, Louisiana, Belmont County, Ohio and Laramie County, Wyoming for aggregate cash consideration of $398,750.

~~(a)As~~On ofNovember ~~October 31~~1, 2023, ~~the~~The Company ~~owed~~entered into ~~$525,000~~a ~~(April~~purchase ~~30,~~and ~~2023~~sale -agreement ~~$42,000)~~for to the ~~President~~sale ~~and~~of ~~Director~~100% of the ~~Company~~right, ~~which~~title isand ~~non-~~interest ~~bearing~~to certain properties located in Desoto Parish, Louisiana, ~~unsecured~~Belmont County, Ohio and ~~due~~Laramie onCounty, ~~demand~~Wyoming for aggregate cash consideration of $150,000.

85.~~Common~~ ~~Shares~~ Property and Equipment

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

	Land $			Vehicles $		Equipment $		Leasehold Improvements $		Total $

Cost

Balance, April 30, 2023		2,501,924			125,595		43,180		140,881		2,811,580

Additions		–			–		–		–		–
Disposal		(1,595,842	)		–		–		–		(1,595,842	)

Balance, January 31, 2024		906,082			125,595		43,180		140,881		1,215,738

~~On May 23, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 shares of Series C preferred stock.~~10

OnVERDE ~~July~~BIO ~~10,~~HOLDINGS ~~2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 shares of Series C preferred stock~~INC.

OnNotes ~~September 7, 2023, the Company issued 72,000,000 common shares pursuant~~ to the ~~conversion~~Condensed ofConsolidated 21Financial ~~shares of Series C preferred stock.~~Statements

~~F-11~~For the three and nine months ended January 31, 2024 and 2023

~~VERDE~~(Expressed ~~BIO~~in ~~HOLDINGS INC~~U.S. Dollars)

~~Notes to the Condensed Consolidated Financial Statements~~(unaudited)

~~(Expressed~~5. inProperty USand ~~dollars~~Equipment (continued)

(unaudited)

Accumulated depreciation

Balance, April 30, 2023	–	37,679	14,558	35,220	87,457

Additions	–	18,839	6,477	21,132	46,448

Balance, January 31, 2024	–	56,518	21,035	56,352	133,905

Balance, April 30, 2023	2,501,924	87,916	28,622	105,661	2,724,123
Balance, January 31, 2024	906,082	69,077	22,145	84,529	1,081,833

96.~~Preferred~~ ~~Shares~~ Convertible Loans

~~Authorized:~~On ~~500~~January 9,~~000~~ ~~Series~~2023, Athe ~~preferred~~Company ~~shares~~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, the Company incurred a ~~par~~one-time ~~value~~interest charge of $08,635 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.~~001~~ ~~per~~The ~~Series~~loan Acontained ~~share~~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 the common shares for the last 10 trading days prior to default. During the nine months ended January 31, 2024, the Company repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.

7On March 2,~~600~~ ~~Series~~2023, Cthe ~~preferred~~Company ~~shares~~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, the Company incurred a ~~par~~one-time ~~value~~interest charge of $027,104 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.~~001~~ ~~per~~The ~~Series~~loan Ccontained ~~share~~ 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 the common shares for the last 10 trading days prior to default. During the nine months ended January 31, 2024, the Company repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.

~~Convertible~~On ~~Preferred~~October ~~Series~~4, A2023, ~~stock~~the Company 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, the Company 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 the Company defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of the common shares for the last 10 trading days prior to default. During the period ended January 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 January 31, 2024, $65,167 of loan payable balance and $7,168 of accrued interest remain outstanding.

~~On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A~~7. ~~The~~Related ~~holders~~Party of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible into one common share. Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held. Transactions

~~Convertible~~(a) ~~Preferred~~On ~~Series~~December C12, ~~stock~~2023, the Company transferred a property located in Jacks County, Texas to the President and Director of the Company to settle a loan balance of $525,000. There was a recorded loss of $1,070,842 on disposal of this property as a result of this settlement.

~~On December 3, 2021, the Company entered into a securities purchase agreement~~ (~~the “December Agreement”~~b) ~~with~~As ~~an arms-length party for the issuance~~ of upJanuary ~~to 1~~31,~~000~~ ~~shares of convertible preferred Series C stock (“Series C”) for $1~~2024,~~000,000~~ ~~based on~~ the ~~stated~~Company ~~value~~owed of $180,~~000~~503 ~~per~~(April ~~share. Under the December Agreement~~30, ~~the~~2023 ~~Company has a put option with regards to the Series C shares. Under the terms of the December Agreement, the Series C shares are non~~-~~redeemable,~~ subject to annual dividend payments of 10% and are convertible into common stock of the Company at a discount to the market price of the Company’s common stock at the date of the notice of conversion from the note holder. In addition to the Series C shares, the Company issued an additional 40 Series C shares, with a fair value of $4042,000,) to the ~~note~~President ~~holder~~and asDirector ~~a commitment fee on the Agreement. During the period ended October 31, 2023, the Company issued 212,000,000 common shares upon the conversion~~ of ~~69 Series C preferred stock. During~~ the ~~period ended October 31, 2023, the~~ Company ~~issued~~which 12is ~~Series~~non-interest ~~C preferred stock for $11~~bearing,~~000,~~ ~~net of issuance and transaction costs of $1~~unsecured,~~000.~~ ~~As at October 31, 2023, 552 (April 30, 2023 – 609) shares of Series C preferred stock remained unpurchased~~ and ~~outstanding~~due ~~under~~on ~~the December Agreement~~demand.

On May 24, 2022, the Company entered into an additional securities purchase agreement (the “May Agreement”) with an arms-length party for the issuance of up to 250 shares of convertible preferred Series C stock for $250,000. Under the May Agreement, the Company has a put option with regards to the Series C shares. Under the terms of the May Agreement, the Series C shares are entitled to receive dividends at 8% per annum and are convertible into common stock of the Company at a discount to the market price of the Company’s common stock at the date of the notice of conversion from the note holder. As at October 31, 2023, 236 (April 30, 2023 – 236) shares of Series C preferred stock remained unpurchased and outstanding under the May Agreement.11

~~The~~VERDE ~~Series~~BIO CHOLDINGS ~~preferred stock and the accrued dividends relating to the stock are classified as temporary equity~~INC. As at October 31, 2023, the Company had 788 (April 30, 2023 – 845) shares of Series C stock with a carrying value of $1 (April 30, 2023 - $1) and recorded accrued dividend payable of $148,138 (April 30, 2023 - $109,372) which is included in temporary equity and offset against additional paid in capital.

InNotes ~~addition~~ to the ~~Series~~Condensed CConsolidated ~~stock,~~Financial the Company issued 61,885,671 warrants on December 8, 2021 with a conversion price of $0.01067 per share for a period of five years and 63,157,895 warrants on January 27, 2022 with a conversion price of $0.01045 per share for a period of five years. The fair value of the warrants was $1,228,018 based on the Black-Scholes option pricing model assuming an expected life of 5 years, volatility of 314-318%, risk-free rate of 1.2-1.7%, and no expected dividends. The fair value of the warrants was treated as a liability as it met the conditions of a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. Statements

~~F-12~~For the three and nine months ended January 31, 2024 and 2023

~~VERDE~~(Expressed ~~BIO~~in ~~HOLDINGS INC~~U.S. Dollars)

~~Notes to the Condensed Consolidated Financial Statements~~(unaudited)

~~(Expressed~~8. inCommon ~~US dollars)~~Shares

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

10On May 23, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 shares of Series C convertible preferred stock, par value of $0.~~Share~~001 ~~Purchase~~per ~~Warrants~~ share (“Series C shares”).

	Number of warrants	Weighted average exercise price $
Balance, April 30, 2023 and October 31, 2023	125,043,566	0.01

On July 10, 2023, the Company issued 70,000,000 common shares pursuant to the conversion of 21 Series C shares.

~~Additional~~On ~~information~~September ~~regarding~~7, ~~share~~2023, ~~purchase~~the ~~warrants~~Company asissued 72,000,000 ofcommon ~~October~~shares ~~31,~~pursuant ~~2023~~to isthe asconversion ~~follows:~~of 21 Series C shares.

	Outstanding and exercisable
Range of Exercise Prices $	Number of Warrants	Weighted Average Remaining Contractual Life (years)
0.01	125,043,566	3.2

On November 13, 2023, the Company issued 86,666,667 common shares pursuant to the conversion of 26 Series C shares.

~~11.~~On ~~Commitments~~November ~~and~~20, ~~Contingencies~~2023 the Company issued 1,300,000 common shares with a fair value of $519 for consulting services.

On ~~May~~January 284, ~~2020~~2024, the Company ~~and an unrelated party entered into equity financing agreement~~issued 88, ~~whereby the investor shall invest up to $5~~888,~~000,000~~889 ~~over the period of 36 months pursuant to a “put” option held by the Company, subject to certain limitations. The price of the~~ common shares ~~shall~~pursuant ~~be equal~~ to ~~80% of~~ the ~~lowest~~conversion ~~traded price during the last 10 trading days leading up to each put notice, subject to a floor~~ of ~~$0.001 per share. As part of the agreement, the Company issued a convertible promissory note to the unrelated party to offset transaction costs of $~~20~~,000,~~ ~~which~~Series ~~was~~C deemed as earned upon the execution of the agreement. The note is convertible into common stock of the Company at a fixed price of $0.01, which equals the lowest traded price for the common stock on the trading day preceding the execution of the note. As of October 31, 2023 and April 30, 2023, no common shares ~~have been sold pursuant to the equity financing agreement~~.

129.~~Subsequent~~ ~~Events~~ Preferred Shares

OnAs ~~November~~of 13January 31, ~~2023~~2024, ~~the~~we ~~Company~~had ~~issued 86~~authorized: 500,~~666,667~~000 ~~common~~ shares ~~pursuant~~of toSeries ~~the~~A ~~conversion~~convertible ofpreferred 26stock, ~~shares~~par value of $0.001 per share (“Series CA ~~preferred~~shares”) ~~stock~~and 7,600 Series C shares.

OnSeries ~~November~~A ~~20, 2023, the Company issued 1,300,000 common shares with a fair value of $520 for consulting services.~~ Shares

OnThe ~~November~~holder ~~27,~~of ~~2023,~~the Series A shares is entitled to receive dividends equal to the ~~Company~~amount ~~sold~~of ~~certain~~the ~~mineral~~dividend ~~rights~~or ~~for~~distribution ~~$150~~per common share payable multiplied by the number of common shares of Series A shares held by such holder are convertible into. Each Series A share is convertible into one common share. The holder of Series A shares is entitled to cast 10,000 votes for every Series A shares held.

~~F-13~~Series C Shares

~~ITEM~~Series 2.C ~~MANAGEMENT'S~~shares ~~DISCUSSION~~activities ~~AND~~for ~~ANALYSIS~~the nine OFmonths ~~FINANCIAL~~ended ~~CONDITION~~January OR31, ~~PLAN~~2024 OFare ~~OPERATION~~as follows:

FORWARD-LOOKING STATEMENTS

Balance April 30, 2023	845
Series C preferred stock issued	106
Series C preferred stock converted into common shares	(115	)
Balance January 31, 2024	836

~~This~~On ~~Management's~~December ~~Discussion~~3, ~~and~~2021, ~~Analysis~~the ofCompany ~~Financial~~entered into ~~Condition~~a ~~and~~securities ~~Results~~purchase ofagreement ~~Operations~~ (~~MD&A~~the “December Agreement”) ~~contains~~with ~~forward~~an arms-~~looking~~length ~~statements~~party ~~that~~for ~~involve~~the ~~known~~issuance ~~and~~of ~~unknown~~up ~~risks~~to 1,000 Series ~~significant~~C ~~uncertainties~~shares ~~and~~for ~~other~~$1,000,000 ~~factors~~based ~~that~~on ~~may~~the ~~cause~~stated ~~our~~value ~~actual~~of ~~results~~$1,000 ~~levels~~per ofshare. ~~activity~~Under the December Agreement, ~~performance~~the orCompany ~~achievements~~has toa beput ~~materially~~option with ~~different~~regards ~~from~~to ~~any~~the ~~future~~Series ~~results,~~C ~~levels~~shares. Under the terms of ~~activity~~the December Agreement, ~~performance~~the orSeries ~~achievements~~C ~~expressed,~~shares orare ~~implied~~non-redeemable, bysubject ~~those~~to ~~forward-looking~~annual dividend ~~statements. You~~payments ~~can~~of ~~identify~~10% ~~forward-looking~~and ~~statements~~are byconvertible ~~the~~into ~~use~~common shares of the ~~words~~Company ~~may,~~at ~~will,~~a ~~should,~~discount ~~could,~~to ~~expects,~~the ~~plans,~~market ~~anticipates,~~price ~~believes,~~of ~~estimates,~~the ~~predicts,~~Company’s common ~~intends,~~shares ~~potential,~~at ~~proposed,~~the ordate ~~continue~~of or the ~~negative~~notice of ~~those~~conversion ~~terms. These~~from ~~statements~~the ~~are~~note ~~only predictions~~holder. In ~~evaluating~~addition ~~these~~to ~~statements~~the Series C shares, ~~you~~the ~~should~~Company ~~consider~~issued ~~various~~an additional ~~factors~~40 ~~which~~Series ~~may~~C ~~cause~~shares, ~~our~~with ~~actual~~a ~~results~~fair tovalue ~~differ~~of ~~materially~~$40,000, ~~from~~to ~~any~~the ~~forward-looking~~note ~~statements. Although~~holder weas ~~believe~~a ~~that~~commitment ~~the~~fee ~~exceptions~~on ~~reflected~~the inAgreement. During the ~~forward-looking~~nine months ~~statements~~ended ~~are~~January ~~reasonable~~31, we2024, ~~cannot~~the ~~guarantee~~Company ~~future~~issued ~~results~~387,555,556 ~~levels~~common shares upon the conversion of ~~activity,~~115 ~~performance~~Series orC ~~achievements~~shares. ~~Therefore~~ During the nine months ended January 31, ~~actual~~2024 ~~results~~the ~~may~~Company ~~differ~~issued ~~materially~~106 ~~and~~Series ~~adversely~~C ~~from~~shares ~~those~~for ~~expressed~~$99,000, innet ~~any~~of ~~forward-looking~~issuance ~~statements~~and transaction costs of $7,000. We ~~undertake~~As at noJanuary ~~obligation~~31, to2024, ~~revise~~600 or(April ~~update~~30, ~~publicly~~2023 ~~any~~– ~~forward-looking~~609) ~~statements~~Series ~~for~~C ~~any~~shares ~~reason~~remained unpurchased and outstanding under the December Agreement.

~~RESULTS~~On OFMay ~~OPERATIONS~~24, 2022, the Company entered into an additional securities purchase agreement (the “May Agreement”) with an arms-length party for the issuance of up to 250 Series C shares for $250,000. Under the May Agreement, the Company has a put option with regards to the Series C shares. Under the terms of the May Agreement, the Series C shares are entitled to receive dividends at 8% per annum and are convertible into common shares of the Company at a discount to the market price of the Company’s common shares at the date of the notice of conversion from the note holder. As at January 31, 2024, 236 (April 30, 2023 – 236) Series C shares remained unpurchased and outstanding under the May Agreement.

~~Working Capital~~12

	October 31, 2023	April 30, 2023
	$	$
	(unaudited)
Current Assets	111,164	97,748
Current Liabilities	2,013,327	1,839,182
Working Capital Deficit	(1,902,163)	(1,741,434)

VERDE BIO HOLDINGS INC.

~~Cash~~Notes ~~Flows~~to the Condensed Consolidated Financial Statements

	October 31, 2023	October 31, 2022
	$	$
	(unaudited)	(unaudited)
Cash Flows used in Operating Activities	(628,875)	(410,476)
Cash Flows provided by (used in) Investing Activities	329,869	(26,985)
Cash Flows provided by Financing Activities	313,145	373,920
Net increase (decrease) in Cash During Period	14,139	(64,541)

For the three and nine months ended January 31, 2024 and 2023

~~Operating~~(Expressed ~~Revenues~~in U.S. Dollars)

~~Three Months Ended October 31, 2023~~(unaudited)

~~During the three months ended October 31, 2023, the Company earned royalty revenues of $59,496 compared to royalty revenues of $414,356 for the three months ended October 31, 2022~~9. ~~The~~ ~~revenue~~Preferred isShares derived from its 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 year. As part of the revenues generated from the oil and gas properties, the Company recorded depletion expense of $39,200 during the three months ended October 31, 2023 compared to depletion expense of $166,095 during the three month period ended October 31, 2022 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.(continued)

~~Six~~The ~~Months~~Series ~~Ended~~C ~~October~~shares and the accrued dividends relating to the stock are classified as temporary equity. As at January 31, 2024, the Company had 836 (April 30, 2023 – 845) Series C shares with a carrying value of $1 (April 30, 2023 - $1) and recorded accrued dividend payable of $166,756 (April 30, 2023 - $109,372) which is included in temporary equity and offset against additional paid in capital.

~~During~~In addition to the ~~six~~Series ~~months~~C ~~ended~~shares, the ~~October~~Company 31issued warrants to purchase up to 61,885,671 ~~2023~~common shares on December 8, ~~the~~2021 ~~Company~~with ~~earned~~a ~~royalty~~conversion ~~revenues~~price of $~~135,190~~0.01067 ~~compared~~per toshare for ~~royalty~~a ~~revenues~~period of ~~$624,266~~five ~~for~~years ~~the~~and ~~six~~warrants ~~months~~to ~~ended~~purchase ~~October~~up 31to 63,157,895 common shares on January 27, 2022~~. The~~ ~~revenue~~with isa ~~derived~~conversion ~~from~~price ~~its~~of ~~interests~~$0.01045 per inshare ~~various~~for ~~oil~~a ~~and~~period ~~gas~~of ~~properties~~five ~~and~~years. The fair value of the ~~decrease~~warrants inwas ~~royalty~~$1,228,018 ~~revenues~~based inon the ~~current~~Black-Scholes ~~period~~option ~~was~~pricing ~~attributed~~model toassuming an ~~lower~~expected ~~production~~life byof ~~the~~5 ~~operators~~years, ~~due~~volatility toof ~~lower~~314-318%, ~~oil~~risk-free rate of 1.2-1.7%, and ~~gas~~no ~~prices~~expected dividends. The fair value of the warrants was treated as ~~well~~a liability as it met the ~~sale~~conditions of ~~oil~~a ~~and~~liability ~~gas~~in ~~properties~~accordance ~~during~~with ~~the~~ASC ~~current~~480, ~~year~~Distinguishing Liabilities from Equity. As ~~part~~the fair value of the warrants were greater than the gross proceeds received on the issuance of the Series C shares, the excess difference of $228,019 was recorded in the statement of operations as a finance cost.

310. Share Purchase Warrants

the revenues generated from the oil and gas properties, the Company recorded depletion expense of $95,283 during the six months ended October 31, 2023 compared to depletion expense of $311,216 during the period ended October 31, 2022 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

	Number of warrants		Weighted average exercise price $

Balance, April 30, 2023 and January 31, 2024		125,043,566		0.01

~~Operating~~Additional ~~Expenses~~information ~~and~~regarding ~~Net~~share ~~Loss~~purchase warrants as of January 31, 2024 is as follows:

Three Months Ended October 31, 2023

	Outstanding and exercisable
Range of Exercise Prices $		Number of Warrants	Weighted Average Remaining Contractual Life (years)

0.01		125,043,566	2.9

~~During the three months ended October 31, 2023, the Company incurred operating expenses of $362,824 compared to operating expenses of $539,631 during the three months ended October 31, 2022~~11. ~~The~~ ~~decrease~~Commitments ~~in operating expenses was due to an overall decrease in operating activities for the current year compared to prior year due to lower oil~~ and gas prices, as highlighted by a decline of $52,032 in general and administrative costs, $1,410 decrease in professional fees, and $1,904 decrease in project expenditures as the Company incurred less costs in analyzing new potential acquisitions. The Company also saw a decrease in depletion expense of $126,895 due in part to an overall decrease in production, which also resulted in a comparable decrease in royalty revenues earned by the Company.Contingencies

~~Net~~On ~~loss~~May ~~for~~28, 2020, the ~~three~~Company ~~months~~and ~~ended~~an unrelated ~~October~~party ~~31,~~entered ~~2023~~into ~~was~~equity ~~$331~~financing agreement,~~912~~ ~~compared~~whereby tothe ainvestor ~~net~~shall ~~loss~~invest ofup to $~~129~~5,~~991~~000,000 ~~during~~over the ~~three~~period of 36 months pursuant ~~ended~~to ~~October~~a 31“put” option held by the Company, ~~2022~~subject to certain limitations. The ~~increase~~price inof the ~~net~~common ~~loss~~shares ~~was~~shall ~~attributed~~be equal to ~~lower~~80% ~~revenues~~of ~~for~~the lowest traded price during the ~~current~~last ~~period,~~10 ~~which~~trading ~~resulted~~days inleading aup ~~higher~~to ~~net~~each ~~operating~~put ~~loss~~notice, subject to a floor of $~~303~~0.001 per share. As part of the agreement,~~328~~ ~~compared~~the toCompany issued a ~~net~~convertible ~~operating~~promissory ~~loss~~note to the unrelated party to offset transaction costs of $~~125~~20,~~275~~000, which ~~during~~was ~~the~~deemed ~~three~~as ~~months~~earned ~~ended~~upon ~~October~~the ~~31,~~execution ~~2022~~of the agreement. In ~~addition~~The tonote ~~net~~is ~~operating~~convertible ~~loss,~~into common shares of the Company ~~incurred~~at ~~financing~~a ~~costs~~fixed price of $170.01,~~750~~ which equals the lowest traded price for ~~and~~the ~~interest~~common ~~expense~~shares ofon ~~$10,834~~the ~~related~~trading today ~~debt~~preceding ~~financing~~the ~~activities~~execution ~~compared~~of ~~with~~the ~~$2,000~~note. ~~for~~As ~~financing~~of ~~costs~~January 31, 2024 and $2April 30,~~716~~ ~~for~~2023, ~~interest~~no ~~expense~~common inshares have been sold pursuant to the ~~comparative~~equity ~~period~~financing agreement.

~~For the three months ended October 31, 2023 and 2022, the Company recorded a net loss of $331,912 and $129,991, respectively, which resulted in a basic and diluted loss per share of $0~~12.00 ~~for~~Subsequent ~~both periods.~~Event

~~Six~~(a) ~~Months~~On ~~Ended~~December ~~October 31~~11, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with SensaSure Technologies, Inc. (“SSTC”), a Nevada corporation, and its subsidiary, Formation Mineral Inc. (“Merger Sub”), upon which, at the effective time of the merger, Merger Sub will be merged with and into the Company (the “Merger”). The separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation of the Merger and as a subsidiary of SSTC. At the closing, the Company’s stockholders will be entitled to receive a number of shares of SSTC capital stock having an aggregate value equal to $10,000,000. If the Merger is completed pursuant to the Merger Agreement, upon the effectiveness of the Merger, as consideration of the Merger: (i) each holder of the common shares will be entitled to receive for every 275 common shares, one share of common stock, par value $0.01 per share of SSTC; (ii) each holder of Series A shares will be entitled to receive for every 275 common shares, one share of Class A convertible preferred stock, par value $0.001 per share, of the SSTC; and (iii) each holder of Series C shares will be entitled to receive for every 0.15 shares, one share of Class B preferred stock, par value $0.001 per share, of SSTC, in each case based on the market price of the SSTC common stock of $0.75 per share, and the number of fully-diluted shares of common shares outstanding, as of February 18, 2024. If the market price of the shares of SSTC common stock or the number of fully-diluted common shares changes before the effective time of the Merger, then the terms of the Merger will remain the same, but the per share Merger consideration payable will change in accordance with the provisions of the Merger Agreement. Subject to the satisfaction or waiver of closing conditions, the Merger is expected to close in the second calendar quarter of 2024.

~~During~~(b) ~~the~~On ~~six~~February ~~months ended October 31~~19, ~~2023~~2024, the Company ~~incurred~~issued ~~operating expenses of $765~~88,~~471 compared to operating expenses of $1~~888,~~448,002~~889 ~~during~~common ~~the~~shares ~~six~~with months ended October 31, 2022. The decrease in operating expenses was due to an overall decrease in operating activities for the current year compared to prior year due to lower oil and gas prices, as highlighted by a ~~decline~~fair value of $~~364~~24,~~023~~000 inupon ~~general and administrative costs, $76,822 decrease in consulting expenses, and $18,351 decrease in project expenditures as~~ the ~~Company~~conversion ~~incurred less costs in analyzing new potential acquisitions. The Company also saw a decrease in depletion expense~~ of ~~$215,933~~20 ~~due~~Series inC ~~part to an overall decrease in production, which also resulted in a comparable decrease in royalty revenues earned by the Company~~shares.

~~Net~~(c) ~~operating~~On ~~loss~~March ~~for the six months ended October 31~~20, ~~2023 was $630~~2024,~~281~~ ~~compared to a net operating loss of $823,736 during~~ the ~~six~~Company ~~months~~completed ~~ended October 31, 2022. In addition to operating expenses,~~ the ~~Company~~sale ~~incurred financing costs~~ of ~~$18,750~~certain ~~and~~minerals ~~interest~~located ~~expense~~in ofHoward ~~$11~~County,~~562~~ ~~relating~~Texas to ~~cost~~an ofunrelated ~~debt~~third ~~financing~~party ~~compared with $40,200~~ for ~~financing costs and~~ $30272,~~063 for interest expense for the six months ended October 31, 2022~~000. ~~As well, the Company recorded other revenue of $11,885 relating to sublease revenues.~~

~~For the six months ended October 31, 2023 and 2022, the Company recorded a net loss of $648,708 and $893,999, respectively, and a basic and diluted loss per share of $0.00 per share for both periods.~~13

~~Liquidity~~ITEM ~~and~~2. ~~Capital~~MANAGEMENT’S ~~Resources~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

AsOverview at October 31, 2023, the Company had cash of $39,975 and total assets of $3,697,675 compared to cash of $25,836 and total assets of $4,160,238 as at April 30, 2023. Overall, the Company saw an increase in cash due to proceeds from a new convertible debenture of $80,000 and a related party loan from the CEO of the Company for $525,000 to support current operations. The decrease in total assets was due to lower accounts receivable of $17,746 due to lower royalty revenues during the year, as well as the sale of oil and gas properties with carrying value of $398,750.

The Company ~~had~~is ~~total~~a ~~liabilities~~growing ofU.S. energy $2company based in Jacksboro,~~013~~ Texas,~~327~~ asengaged atin ~~October~~the ~~31,~~acquisition ~~2023~~and ~~compared~~development toof $1high-probability,~~839,182~~ aslower atrisk ~~April~~onshore ~~30,~~oil ~~2023~~and gas properties within the major oil and gas plays in the U. S. The ~~increase~~Company’s indual-focused growth ~~liabilities~~strategy ~~was~~relies ~~due~~primarily on leveraging management’s expertise to angrow ~~increase~~through the strategic acquisition of ~~$483~~non-operating,~~000~~ ~~for~~working ~~amounts~~interests ~~due~~and toroyalty interests with the ~~CEO~~goal of ~~the~~developing into ~~Company~~a ~~for~~major ~~loan~~company ~~proceeds~~in the industry. In order to ~~support~~develop as a well-positioned oil and gas minerals pure play company squarely focused on the acquisition of high quality, cash flowing oil and gas minerals and royalties, on December 11, 2023, the Company’s ~~current~~entered ~~operations~~into that certain agreement and plan of merger with SensaSure Technologies Inc., ~~offset~~a byNevada ~~decreases~~corporation in(“SSTC”), ~~accounts~~and ~~payable~~Formation Minerals Inc., a Nevada corporation and ~~accrued~~wholly-owned ~~liabilities~~subsidiary of ~~$124~~SSTC (“Merger Sub”),~~413~~ as amended as of February 8, 2024 (the “Merger Agreement”), providing for the merger of Merger Sub with and ~~convertible~~into ~~notes~~the ~~payable~~Company, with the Company continuing as the surviving entity (the “Merger”). Subject to the satisfaction or waiver of ~~$163~~closing conditions,~~105~~ the Merger is expected to close in the second calendar quarter of 2024.

AsRESULTS ofOF October 31, 2023, the Company had a working capital deficit of $1,902,163 compared to a working capital deficit of $1,741,434 as at April 30, 2023. The increase in the working capital deficit was based on the use of cash for operating activities that was supported by financing proceeds. OPERATIONS

4Working Capital

In 2022, the Company entered into a new Series C preferred stock agreement that allowed investors to subscribe up to 250 Series C preferred stock at $1,000 per stock for overall proceeds of $250,000. As at October 31, 2023, the Company had 788 shares of Series C preferred stock outstanding compared to 845 shares of Series C preferred stock outstanding at April 30, 2023. During the period ended October 31, 2023, the Company issued an additional 12 shares of Series C preferred stock and issued 212,000,000 common shares upon the conversion of 69 shares of Series C preferred stock.

	January 31, 2024			April 30, 2023
	$			$
	(unaudited)
Current Assets		104,378			97,748
Current Liabilities		1,596,787			1,839,182
Working Capital Deficit		(1,492,409	)		(1,741,434	)

Cash ~~Flow from Operating Activities~~Flows

During the six months ended October 31, 2023, the Company used $628,875 of cash for operating activities compared to $410,476 of cash for operating activities during the six months ended October 31, 2022. The decrease in the use of cash for operating activities was due to lower overall operating costs as the Company decreased its overall operating expenditures which was offset by a decrease in royalty revenues that resulted in lower cash inflows from operating activities compared to prior year.

	January 31, 2024			January 31, 2023
	$			$
	(unaudited)			(unaudited)
Cash Flows used in Operating Activities		(943,209	)		(717,018	)
Cash Flows provided by Investing Activities		479,869			148,015
Cash Flows provided by Financing Activities		449,065			477,860
Net increase (decrease) in Cash During Period		(14,275	)		(91,143	)

~~Cash~~Operating ~~Flow from Investing Activities~~Revenues

~~During~~Three ~~the~~Months ~~six~~Ended ~~months~~January ~~ended October~~ 31, ~~2023,~~2024 ~~the Company received cash inflows of $329,869 from investing activities compared~~ Compared to ~~use~~Three ofMonths ~~cash~~Ended ofJanuary ~~$26,985 during the six months ended October~~ 31, 2022. Proceeds from investing activities was a result of the sale of oil and gas properties for proceeds of $398,750 less acquisition of new oil and gas properties for $68,881. In the prior year, the Company incurred cash of $20,000 for the purchase of oil and gas properties and $6,985 for the purchase of equipment. 2023

~~Cash~~During ~~Flow~~the three months ended January 31, 2024, the Company earned royalty revenues of $75,991 compared to royalty revenues of $170,312 for the three months ended January 31, 2023. The revenue is derived from ~~Financing~~its ~~Activities~~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 year. As part of the revenues generated from the oil and gas properties, the Company recorded depletion expense of $47,003 during the three months ended January 31, 2024 compared to depletion expense of $84,700 during the three month period ended January 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

~~During~~Nine ~~the~~Months ~~six~~Ended ~~months~~January ~~ended October~~ 31, ~~2023,~~2024 ~~the Company received $525,000 of loan proceeds from the Chief Executive Officer of the Company offset by repayments of amounts owed~~ Compared to ~~the~~Nine ~~CEO~~Months ofEnded ~~the~~January Company of $42,000. The Company also received proceeds of $80,000 from the issuance of a convertible debenture offset by repayment of outstanding carrying value of convertible notes of $260,855. Furthermore, the Company received proceeds of $11,000 pursuant to the issuance of Series C preferred stock. During the six months ended October 31, 2022, the Company received $373,920 of cash from financing activities, which included $175,000 from the issuance of a convertible note payable offset by a repayment of $80,080 on a convertible debenture, and proceeds of $279,000 (net of OID charges of $12,000) from the issuance of Series C preferred stock. 2023

~~Going~~During ~~Concern~~the nine months ended January 31, 2024, the Company earned royalty revenues of $211,181 compared to royalty revenues of $794,578 for the nine months ended January 31, 2023. The revenue is derived from its 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 year. As part of the revenues generated from the oil and gas properties, the Company recorded depletion expense of $142,286 during the nine months ended January 31, 2024 compared to depletion expense of $395,916 during the period ended January 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the period ended October 31, 2023, the Company incurred a net loss of $648,708 and used cash of $628,875 for operating activities. At October 31, 2023, the Company has a working capital deficit of $1,902,163 and an accumulated deficit of $16,681,778. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements included in this report on Form 10-Q does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.14

~~Off-Balance~~Operating ~~Sheet~~Expenses ~~Arrangements~~and Net Loss

WeThree ~~have~~Months noEnded ~~significant~~January ~~off-balance~~31, ~~sheet~~2024 ~~arrangements that have or are reasonably likely~~ Compared to ~~have~~Three aMonths ~~current~~Ended orJanuary ~~future effect on our financial condition~~31, ~~changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.~~2023

~~Future~~During ~~Financings~~the three months ended January 31, 2024, the Company incurred operating expenses of $486,481 compared to operating expenses of $584,489 during the three months ended January 31, 2023. The decrease in operating expenses was due to an overall decrease in operating activities for the current year compared to prior year due to lower oil and gas prices, as highlighted by a decline of $178,591 in general and administrative costs, and $37,697 decrease in depletion expense as the Company incurred less costs in analyzing new potential acquisitions and current operations, but was offset by an increase in professional fees of $105,520 relating to legal fees and expenses in connection with the pending Merger.

WeNet ~~will~~loss ~~continue~~for tothe ~~rely~~three onmonths ~~equity~~ended ~~sales~~January of31, 2024 ~~our~~was ~~Common~~$1,493,092 ~~Shares~~compared into ~~order~~a tonet ~~continue~~loss toof ~~fund~~$439,836 ~~our~~during ~~business~~the ~~operations. Issuances~~three ofmonths ~~additional~~ended ~~shares~~January ~~will~~31, ~~result~~2023. The increase in ~~dilution~~the tonet ~~existing~~loss ~~stockholders. There~~was attributed isto nolower ~~assurance~~revenues ~~that~~for wethe ~~will~~current ~~achieve~~period. ~~any~~In ~~additional~~addition ~~sales~~to ofnet operating loss, the ~~equity~~Company ~~securities~~recorded ora ~~arrange~~loss ~~for~~of ~~debt~~$1,070,842 orrelating to ~~other~~the ~~financing~~settlement toof ~~fund~~outstanding ~~planned~~related ~~acquisitions~~party ~~and~~debts ~~exploration~~with ~~activities~~property located in Jack County.

5For the three months ended January 31, 2024 and 2023, the Company recorded a net loss of $1,493,092 and $439,836, respectively, which resulted in a basic and diluted net loss per share of $0.00 for both periods.

~~Critical~~Nine ~~Accounting~~Months ~~Policies~~Ended January 31, 2024 Compared to Nine Months Ended January 31, 2023

~~Our~~During ~~condensed~~the ~~consolidated~~nine ~~financial~~months ~~statements~~ended ~~and~~January ~~accompanying~~31, ~~notes~~2024, the ~~have~~Company ~~been~~incurred ~~prepared~~operating inexpenses ~~accordance~~of ~~with~~$1,251,952 ~~United~~compared ~~States~~to ~~generally~~operating ~~accepted~~expenses ~~accounting~~of ~~principles~~$2,032,491 ~~applied~~during onthe anine ~~consistent~~months ~~basis~~ended January 31, 2023. The ~~preparation~~decrease ofin ~~the~~operating ~~condensed~~expenses ~~consolidated~~was ~~financial~~due ~~statements~~to an overall decrease in ~~conformity~~operating ~~with~~activities ~~U.S.~~for ~~generally~~the ~~accepted~~current ~~accounting~~year ~~principles~~compared ~~requires~~to ~~management~~prior year due to ~~make~~lower ~~estimates~~oil and ~~assumptions~~gas ~~that~~prices, ~~affect~~as ~~the~~highlighted ~~reported~~by ~~amounts~~a decline of ~~assets~~$542,614 in general and ~~liabilities~~administrative costs, ~~the~~$67,265 ~~disclosure~~decrease ofin consulting ~~contingent~~expenses, ~~assets~~ and ~~liabilities~~$15,147 atdecrease in project expenditures as the ~~date~~Company incurred less costs in analyzing new potential acquisitions. The Company also saw a decrease in depletion expense of ~~the~~$253,630 ~~financial~~due ~~statements~~in ~~and~~part to an overall decrease in production, which also resulted in a comparable decrease in royalty revenues earned by the ~~reported~~Company. ~~amounts~~The decreases were offset by an increase in professional fees of ~~revenues~~$97,788 relating to legal fees and expenses ~~during~~in connection with the ~~reporting~~pending ~~periods~~Merger.

WeNet ~~regularly~~loss ~~evaluate~~for the ~~accounting~~nine ~~policies~~months ~~and~~ended ~~estimates~~January ~~that~~31, 2024 wewas ~~use~~$2,141,800 compared to ~~prepare~~a ~~our~~net ~~condensed~~loss ~~consolidated~~of ~~financial~~$1,333,835 ~~statements. A~~during ~~complete~~the ~~summary~~nine ofmonths ~~these~~ended ~~policies~~January is31, ~~included~~2023. inIn addition to operating expenses, the ~~notes~~Company recorded a loss of $1,070,842 relating to ~~our~~the ~~financial~~settlement ~~statements~~of outstanding related party debts. In ~~general,~~The ~~management's~~Company ~~estimates~~also ~~are~~incurred ~~based~~finance charges onof ~~historical~~$30,510 ~~experience~~and interest expense of $11,562, onwhich ~~information~~was ~~from~~lower ~~third~~than ~~party~~the ~~professionals,~~comparative 2023 period which showed finance charges of $56,160 and oninterest ~~various~~expense ~~other~~of ~~assumptions~~$39,762, ~~that~~as ~~are~~the ~~believed~~Company toutilized belower ~~reasonable~~amounts ~~under~~of debt financing given the ~~facts~~fact that the Company divested of some investment property and ~~circumstances~~corresponding debt. ~~Actual~~ ~~results~~The ~~could~~Company ~~differ~~also ~~from~~recorded ~~those~~other ~~estimates~~revenue ~~made~~of by$11,885 ~~management~~relating to sublease revenues.

~~Recently~~For ~~Issued~~the ~~Accounting~~nine ~~Pronouncements~~months ended January 31, 2024 and 2023, the Company recorded a net loss of $2,141,800 and $1,333,835, respectively, and a basic and diluted net loss per share of $0.00 per share for both periods.

~~The~~Cash ~~Company~~Flow ~~has~~from ~~implemented~~Operating 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.Activities

During the nine months ended January 31, 2024, the Company used $943,209 of cash for operating activities compared to $717,018 of cash for operating activities during the nine months ended January 31, 2023. The increase 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, as expenditures and use of cash for operating expenses were consistent with prior year.

Cash Flow from Investing Activities

During the nine months ended January 31, 2024, the Company received cash inflows of $479,869 from investing activities compared to cash proceeds of $148,015 during the nine months ended January 31, 2023. Proceeds from investing activities consists of the sale of oil and gas properties for aggregate proceeds of $548,750 less expenditures of $68,881 for oil and gas properties. Comparatively, the Company received proceeds of $175,000 and incurred oil and gas expenditures of $20,000 and acquired equipment for $6,985 during the nine months ended January 31, 2023.

Cash Flow from Financing Activities

During the nine months ended January 31, 2024, the Company received $605,503 of loan proceeds from the President of the Company offset by repayments of amounts owed to the President of the Company of $42,000. The Company also received proceeds of $80,000 from the issuance of a convertible note offset by repayment of outstanding carrying value of convertible notes of $293,438. Furthermore, the Company received proceeds of $99,000 pursuant to the issuance of shares of Series C convertible preferred stock, par value of $0.001 per share (“Series C shares”).

During the nine months ended January 31, 2023, the Company received $477,860 of cash from financing activities, which included $235,000 from the issuance of a convertible note payable offset by a repayment of $140,140 on a convertible debenture, and proceeds of $363,000 from the issuance of Series C shares.

Liquidity and Capital Resources

As at January 31, 2024, the Company had cash of $11,561 and total assets of $1,882,562 compared to cash of $25,836 and total assets of $4,160,238 as at April 30, 2023. Overall, the Company saw a decrease in cash due to the fact that the Company is spending 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 lower accounts receivable of $18,835 due to lower royalty revenues during the year, as well as a decrease in property and equipment of $1,642,290 and oil and gas properties of $622,155 due to the sale of properties

The Company had total liabilities of $1,596,787 as at January 31, 2024 compared to $1,839,182 as at April 30, 2023. The decrease in liabilities was due to a decrease in accounts payable of $63,873, and a decrease in convertible notes payable of $195,688 due to the repayments and conversions of outstanding convertible notes during the year.

As of January 31, 2024, the Company had a working capital deficit of $1,492,409 compared to a working capital deficit of $1,741,434 as at April 30, 2023. The increase in the working capital deficit was based on the use of cash for operating activities that was supported by financing proceeds. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In 2022, the Company entered into a stock agreement that allowed investors to purchase up to 250 Series C shares at $1,000 per share for aggregate gross proceeds of $250,000. As at January 31, 2024, the Company had 836 Series C shares outstanding compared to 845 Series C shares outstanding at April 30, 2023. During the nine months ended January 31, 2024, the Company issued an additional 106 Series C shares and issued 387,555,556 common shares upon the conversion of 115 Series C shares.

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.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the nine months ended January 31, 2024, the Company incurred a net loss of $2,141,800 and used cash of $943,209 for operating activities. At January 31, 2024, the Company had a working capital deficit of $1,492,409 and an accumulated deficit of $18,174,870.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission'’s rules and forms and that such information is accumulated and communicated to our management, including our ~~Chief~~President ~~Executive~~who ~~Officer~~also ~~and~~acts as our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

WeAt the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of our ~~management~~President, ~~including~~who ~~our~~also ~~Chief~~acts ~~Executive~~as ~~Officer~~our ~~and~~ Chief Financial Officer, ofin ~~the~~consultation ~~effectiveness~~with of the ~~design~~Company’s ~~and~~independent ~~operation~~public ofaccounting ~~our~~firm, ~~disclosure~~of ~~controls~~the ~~and~~effectiveness ~~procedures as~~ of ~~October~~the ~~31,~~design ~~2023. Based~~and onoperation of the ~~evaluation~~Company’s ~~of these~~ disclosure controls and procedures, and inidentified ~~light~~that of the ~~material~~matters ~~weaknesses~~involving ~~found in our~~ internal controls ~~over~~and ~~financial~~procedures that ~~reporting,~~the ~~our~~Company’s ~~Chief~~management ~~Executive~~were ~~Officer~~considered ~~and~~to ~~Principal~~be ~~Financial~~material ~~Officer~~weaknesses ~~concluded~~under ~~that~~the ~~our~~standards ~~disclosure~~of ~~controls~~the ~~and~~Public ~~procedures~~Company ~~were~~Accounting ~~not effective~~Oversight Board.

Based on the foregoing, our President who also acts as our Chief Financial Officer concluded that as of January 31, 2024, our disclosure controls and procedures were not effective 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.

Under the supervision and with the participation of management, including the President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2023, using the criteria established in ” Internal Control - Integrated Framework - 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, we identified and continue to have the following material weakness in our internal controls over financial reporting:

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

We did not maintain appropriate cash controls – As of April 30, 2023, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

We did not implement appropriate information technology controls – As of April 30, 2023, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

We do not have sufficient monitoring and review controls with respect to accounting for complex transactions.

We have a lack of sufficient controls over financial reporting and day to day accounting, including oversight, monitoring and review, primarily from limited personnel and segregation of duties.

As noted above, once the Company is engaged in a business of merit and has sufficient personnel available, then our board of directors, in particular and in connection with the aforementioned deficiencies, will implement the following remediation measures:

Our board of directors will appoint additional members and establish an audit committee or a financial expert on our board of directors in the next fiscal year or as soon as practical thereafter.

We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January ~~October~~ 31, ~~2023~~2024, that occurred during the period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

618

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial ~~shareholder~~stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information under this item.

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

~~1.Quarterly~~On ~~Issuances:~~ November 13, 2023, the Company issued 86,666,667 common shares in connection with the conversion of 26 Series C shares.

~~Other~~On ~~than~~November as20, ~~previously~~2023, ~~disclosed in~~ the ~~above~~Company ~~Notes~~issued ~~to the Condensed Consolidated Financial Statements~~1,300,000 common weshares ~~did~~with ~~not~~a ~~issue~~fair ~~any~~value ~~unregistered~~$519 ~~securities~~for ~~during~~consulting ~~the quarter~~services.

~~2.Subsequent~~On ~~Issuances:~~ January 4, 2024, the Company issued 88,888,889 common shares in connection with the conversion of 20 Series C shares.

~~Other~~On ~~than~~January 4, 2024, the Company issued 94 Series C shares pursuant to stock purchase agreement for aggregate gross proceeds of $94,000. The net proceeds from the issuance of 94 Series C shares were used for working capital purposes. The Series C shares are convertible into shares of common stock by dividing $1,200 by the conversion price, which is the lower of (i) a fixed price equaling the closing bid price of the common shares on the trading day immediately preceding the date of the securities purchase agreement among the company and the holder, as ~~previously~~amended, ~~disclosed~~modified or supplemented from time to time in accordance with its terms, and (ii) the ~~above~~amount ~~Notes~~equal to 100% of the ~~Condensed~~lowest ~~Consolidated~~volume-weighted ~~Financial~~average ~~Statements,~~price weof ~~did~~the common shares during the fifteen (15) trading days immediately preceding, but not ~~issue~~including, ~~any~~the ~~unregistered~~date ~~securities~~that ~~subsequent~~such holder elects to convert in accordance with the ~~quarter~~terms of the certificate of designation for the Series C shares.

The above securities issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

~~ITEM 6. EXHIBITS~~19

Exhibit Number	Description of Exhibit	Filing
3.1	Amended and Restated Articles of Incorporation	Filed previously and incorporated by reference
3.2	Amended and Restated Certificate of Designation for Series C Preferred Shares (incorporated by reference as Exhibit 3.1 to Form 8K filed June 1, 2022)	Filed previously and incorporated by reference
3.3	Bylaws	Filed previously and incorporated by reference.
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

ITEM 6. EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

Exhibit
Number		Description of Exhibit
2.1		Agreement and Plan of Merger, by and among Verde Bio Holdings, Inc., SensaSure Technologies, Inc., and Formation Minerals, Inc., dated as of December 11, 2023 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 15, 2023)
2.2		Amendment to the Agreement and Plan of Merger, by and among Verde Bio Holdings, Inc., SensaSure Technologies Inc., and Formation Minerals Inc., dated as of February 8, 2024 (incorporated by reference to Exhibit 10.2 to Company’s Current Report on Form 8-K filed on February 13, 2024)
3.1		Amended and Restated Articles of Incorporation of Verde Bio Holdings, Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on June 11, 2010)
3.2*		Certificate of Designation for Series A Convertible Preferred Stock
3.3		Amended and Restated Certificate of Designation for Series C Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 1, 2022)
3.4		Bylaws of Verde Bio Holdings, Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed on June 11, 2010)
10.1		Purchase and Sale Agreement by and between Verde Bio Holdings, Inc. and Carolina Natural Resource Group LLC, dated November 27, 2023 (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed December 5, 2023)
10.2		Settlement Agreement, by and between Verde Bio Holdings, Inc. and Scott Cox, dated December 19, 2023 (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed December 20, 2023)
10.3		Side Letter Agreement, dated as of February 6, 2024, by and between Verde Bio Holdings, Inc., SensaSure Technologies Inc. and Spartan Capital Securities, LLC. (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed on February 13, 2024)
31.1*		Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to Rule 13a-14
32.1**		Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted 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)

7* Filed herewith

~~SIGNATURES~~** Furnished herewith.

*** Pursuant to ~~the~~Regulation ~~requirements~~S-T, ofthis ~~Section~~interactive 13data file is deemed not filed or ~~15(d)~~part of ~~the~~a ~~Securities~~registration ~~Exchange~~statement ~~Act~~or prospectus for purposes of ~~1934,~~Sections 11 or 12 of the ~~Company~~Securities ~~caused~~Act, ~~this~~is ~~amended~~deemed ~~report~~not tofiled befor ~~signed~~purposes onof ~~its~~Section ~~behalf~~18 byof the ~~undersigned,~~Exchange ~~thereunto~~Act ~~duly~~and ~~authorized~~otherwise is not subject to liability under these sections.

	VERDE BIO HOLDINGS, INC.
Dated: December 14, 2023	By:	/s/ Scott Cox
		Scott Cox
	Its:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:SIGNATURES

Dated: December 14, 2023	By:	/s/ Scott Cox
	Its:	Scott Cox, Director

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

	VERDE BIO HOLDINGS, INC.

Dated: March 25, 2024	By:	/s/ Scott Cox
		Scott Cox
		President

Dated: March 25, 2024	By:	/s/ Scott Cox
		Scott Cox President and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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Filing Compare · VERDE BIO HOLDINGS, INC.