UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

FORM 10-Q

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

For the quarterly period ended

~~July~~October 31, 2024

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

For the transition period from to

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

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-41209		87-2406468
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

P.O. Box 67 Jacksboro, Texas		76458
(Address of Principal Executive Offices)		(Zip Code)

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

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

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

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

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

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

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

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

As of ~~September~~February 2014, ~~2024~~2025, the Registrant had 9199,~~380~~112,~~533~~508 ~~had~~ shares of common stock, $0.01 par value per share, issued and outstanding.

FORMATION MINERALS, INC.

TABLE OF CONTENTS

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

		Page
PART I. FINANCIAL INFORMATION		1
ITEM 1. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS		1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 4. CONTROLS AND PROCEDURES		10
PART II. OTHER INFORMATION		12
ITEM 1. LEGAL PROCEEDINGS		12
ITEM 1A. RISK FACTORS		12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		12
ITEM 4. MINE SAFETY DISCLOSURES		12
ITEM 5. OTHER INFORMATION		12
ITEM 6. EXHIBITS		13

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

PART I. FINANCIAL INFORMATION

Item 1. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FORMATION MINERALS, INC. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (In U.S. Dollars, except share data or otherwise stated) FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2024 AND 2023 (unaudited)

~~CONDENSED~~INDEX ~~INTERIM~~TO ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

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

Condensed Interim Consolidated Financial Statements for the three and six months ended October 31, 2024 and 2023:		1
Condensed Interim Consolidated Balance Sheets at October 31, 2024 (unaudited) and April 30, 2024 (audited)		F-1
Condensed Interim Consolidated Statements of Loss for the three and six months ended October 31, 2024 and 2023 (unaudited)		F-2
Condensed Interim Consolidated Statements of Stockholders’ Deficiency for the three and six months ended October 31, 2024 and 2023 (unaudited)		F-3
Condensed Interim Consolidated Statements of Cash Flows for the six months ended October 31, 2024 and 2023 (unaudited)		F-4
Notes to Condensed Interim Consolidated Financial Statements		F-5

~~FOR THE THREE MONTHS ENDED~~1

~~JULY~~FORMATION 31MINERALS, ~~2024~~INC. ~~AND 2023 (unaudited)~~

~~INDEX~~CONDENSED TOINTERIM ~~FINANCIAL~~CONSOLIDATED ~~STATEMENTS~~BALANCE SHEETS

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

AS AT OCTOBER 31, 2024 AND APRIL 30, 2024

	2024 (unaudited)			2024 (audited)
	$			$

ASSETS
Current Assets
Cash		9,555			3,704
Accounts receivable		93,828			64,257
Prepayments and other receivables		24,870			85,867
Total current assets		128,253			153,828

Non-current assets
Oil and natural gas properties, net based on the full cost method of accounting		201,421			394,736
Total assets		329,674			548,564

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		2,438,216			1,006,500
Convertible notes payable		142,554			32,583
Amounts and loans due related parties		144,616			85,763
Warrant liabilities		-			1,228,018
Dividends payable		527,064			185,757
Total Liabilities		3,252,450			2,538,621

Commitments and contingencies		-			-

STOCKHOLDERS’ DEFIECIENCY
Class A Preferred Stock: $0.01 par value, 2,000 authorized, 1,665 issued and outstanding as at October 31, 2024 and April 30, 2024 respectively.		17			17
Class B Preferred Stock: $0.01 par value, 10,000 authorized, 5,704 issued and outstanding as at October 31, 2024 and April 30, 2024 respectively.		57			54
Common Stock: $0.01 par value, 1,850,000,000 authorized, 99,112,508 and 6,921,350 issued and outstanding as at October 31, 2024 and April 30, 2024 respectively.		991,126			69,214
Additional paid-in capital		17,419,832			18,205,604
Accumulated deficit		(21,333,808	)		(20,264,946	)
Total Stockholders’ deficiency		(2,922,776	)		(1,990,057	)
Total liabilities and stockholders’ deficiency		329,674			548,564

~~FORMATION~~The ~~MINERALS,~~accompanying ~~INC.~~notes are an integral part of the condensed interim consolidated financial statements.

~~CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS~~F-1

~~AS AT JULY 31~~FORMATION MINERALS, ~~2024 AND APRIL 30, 2024~~INC.

~~(In~~CONDENSED ~~U.S.~~INTERIM ~~Dollars,~~CONSOLIDATED ~~except~~STATEMENTS ~~share data or otherwise~~OF ~~stated)~~ LOSS

	As at July 31,			As at April 30,
	2024 (unaudited)			2024 (audited)
	$			$
ASSETS
Current Assets
Cash		-			3,704
Accounts receivable		63,798			64,257
Prepayments and other receivables		24,870			85,867
Total current assets		88,668			153,828
Non-current assets
Oil and natural gas properties, net based on the full cost method of accounting		236,485			394,736
Total assets		325,153			548,564
LIABILITIES
Current Liabilities
Bank overdraft		4,880			-
Accounts payable and accrued liabilities		1,779,526			1,006,500
Convertible notes payable		98,440			32,583
Amounts and loans due related parties		456,728			85,763
Warrant liabilities		-			1,228,018
Dividends payable		210,002			185,757
Total Liabilities		2,549,576			2,538,621
Commitments and contingencies		-			-
STOCKHOLDERS’ DEFIECIENCY
Class A Preferred Stock: $0.01 par value, 2,000 authorized, 1,665 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.		17			17
Class B Preferred Stock: $0.01 par value, 10,000 authorized, 5,504 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.		56			54
Common Stock: $0.01 par value, 1,850,000,000 authorized, 91,380,533 and 6,921,350 issued and outstanding as at July 31, 2024 and April 30, 2024 respectively.		913,806			69,214
Additional paid-in capital		16,861,874			18,205,604
Accumulated deficit		(20,000,176	)		(20,264,946	)
Total Stockholders’ deficiency		(2,224,423	)		(1,990,057	)
Total liabilities and stockholders’ deficiency		325,153			548,564

(Expressed in US dollars)

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

	Three months ended October 31,						Six months ended October 31,
	2024$			2023$			2024$			2023$

Revenue

Mineral property and royalty revenues		87,281			59,496			123,420			135,190

Operating Expenses
Consulting fees		24,375			70,616			80,410			155,859
Depletion expense		35,065			39,200			53,315			95,283
Depreciation expense		-			15,483			-			30,966
General and administrative		341,869			191,845			841,392			349,477
Professional fees		375,483			45,680			527,789			127,305
Stock compensation		306,000			-			306,000			-
Project expenditures		-			-			-			6,581

Total Operating Expenses		1,082,792			362,824			1,808,906			765,471

Net Operating Loss		(995,511	)		(303,328	)		(1,685,486	)		(630,281	)

Other Income (Expenses)

Financing cost		-			(17,750	)		-			(18,750	)
Amortization of debt discount		(13,100	)		-			(13,100	)		-
Interest expense		(7,958	)		(10,834	)		(72,571	)		(11,562	)
Gain upon extinguishment of warrant liabilities		-						1,043,542			-
Other revenue		-			-			-			11,885

Total Other Income (Expenses)		(21,058	)		(28,584	)		957,871			(18,427	)

Net Loss		(1,016,569	)		(331,912	)		(727,615	)		(648,708	)
Series C Preferred Stock Dividends		(317,064	)		(18,914	)		(341,307	)		(38,766	)
Net Loss to Common Shareholders		(1,333,633	)		(350,826	)		(1,068,922	)		(687,474	)
Net Loss Per Share – Basic and Diluted		(0.01	)		(0.06	)		(0.01	)		(0.12	)
Weighted Average Shares Outstanding – Basic and Diluted		99,855,954			5,742,084			9,144,026			5,552,744

~~FORMATION~~The ~~MINERALS,~~accompanying ~~INC.~~notes are an integral part of these condensed consolidated financial statements

~~CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS)~~F-2

~~FOR~~FORMATION ~~THE THREE MONTH PERIOD ENDED JULY 31~~MINERALS, ~~2024 AND 2023~~INC.

~~(In~~CONDENSED ~~U.S.~~INTERIM ~~Dollars,~~CONSOLIDATED ~~except~~STATEMENTS ~~share data or otherwise~~OF ~~stated)~~STOCKHOLDERS’ DEFICIENCY

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

FOR THE THREE AND SIX MONTH PERIODS ENDED OCTOBER 31, 2024 AND 2023

~~The~~(In ~~accompanying~~U.S. ~~notes~~Dollars, ~~are~~except anshare ~~integral~~data ~~part~~or ofotherwise ~~the condensed interim consolidated financial statements.~~stated)

3(unaudited)

FORMATION MINERALS, INC.

	Class A Preferred Stock				Class B Preferred Stock				Common Stock				Additional Paid-in			Accumulated
	Shares		Value		Shares		Value		Shares		Value		Capital			Deficit			Total
	#		$		#		$		#		$		$			$			$
Balance – April 30, 2024		1,665		17		5,354		54		6,921,350		69,214		18,205,604			(20,264,946	)		(1,990,057	)
Adjustment pursuant to reverse acquisition transaction		-		-		-		-		84,459,183		844,592		(1,678,204	)		-			(833,612	)
Issuance of Class B preferred stock		-				50		-		-		-		50,000			-			50,000
Issuance of Class B preferred stock - transaction cost		-		-		100		1		-		-		99,999			-			100,000
Extinguishment of warrant liabilities and transfer to equity		-		-		-		-		-		-		184,476			-			184,476
Class B preferred stock dividend		-		-		-		-		-		-		-			(24,243	)		(24,243	)
Net loss for the period		-		-		-		-		-		-		-			289,014			289,014
Balance – July 31, 2024		1,665		17		5,504		55		91,380,533		913,806		16,861,875			(20,000,175	)		(2,224,421	)
Stock compensation		-		-		-		-		4,500,000		45,000		261,000			-			306,000
Issuance of Class B preferred stock		-		-		200		2		-		-		199,998			-			200,000
Conversion of notes payable		-		-		-		-		3,231,975		32,320		99,959			-			129,279
Class B preferred stock dividend		-		-		-		-		-		-		-			(317,064	)		(317,064	)
Net loss for the period		-		-		-		-		-		-		-			(1,016,569	)		(1,016,569	)
Balance – October 31, 2024		1,665		17		5,705		57		99,112,508		991,126		17,419,832			(21,333,808	)		(2,922,776	)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit			Total
	#		$		#		$		$			$			$

Balance – April 30, 2023		500,000		500		5,135,503		5,136		18,239,117			(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		-		-		465,933		466		(456	)		-			-
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		5,601,436		6,602		18,230,799			(16,349,866	)		1,887,035

Common shares issued for conversion of Series C preferred stock		-		-		239,623		240		(240	)		-			-
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		5,841,059		5,842		18,211,645			(16,681,778	)		1,536,209

~~FOR~~The ~~THE~~accompanying ~~THREE~~notes ~~PERIOD~~are ~~ENDED~~an ~~JULY~~integral ~~31,~~part ~~2024 AND~~of ~~2023~~the condensed interim consolidated financial statements.

~~(In U.S. Dollars, except share data or otherwise stated)~~F-3

~~(unaudited)~~FORMATION MINERALS, INC.

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

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

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

FOR THE SIX MONTHS ENDED OCTOBER 31, 2024 AND 2023

~~The~~(In ~~accompanying~~U.S. ~~notes~~Dollars, ~~are~~except anshare ~~integral~~data ~~part~~or ofotherwise ~~the condensed interim consolidated financial statements.~~stated)

4(unaudited)

FORMATION MINERALS, INC.

	Six months ended October 31,			Six months ended October 31,
	2024			2023
	$			$
Operating Activities
Net income (loss) for the period		(727,615	)		(648,708	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		-			19,861
Depreciation expense		-			30,966
Amortization of debt discount		13,100			-
Depletion expense		53,315			95,283
Original issuance discount and transaction fees on financing		-			17,750
Shares issued for commitment fee		100,000			1,000
Stock compensation		306,000			-
Gain upon extinguishment of warrant liabilities		(1,043,542	)		-
Changes in operating assets and liabilities:
Accounts receivable		(29,571	)		17,746
Prepayments and other receivables		36,152			(17,023	)
Accounts payable and accrued liabilities		786,297			(124,413	)
Operating lease liability		-			(21,337	)
Net Cash Used In Operating Activities		(505,864	)		(628,875	)

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

Financing Activities
Proceeds from convertible notes		185,943			80,000
Proceeds from issuance of Class B preferred stock		250,000			11,000
Repayment of convertible notes		(64,228	)		(260,855	)
Repayment of related party loan		-			(42,000	)
Proceeds from related party loans		-			525,000
Net Cash Provided by Financing Activities		371,715			313,145

Change in Cash (Bank Overdraft)		5,851			14,139
Cash – Beginning of Period		3,704			25,836
Cash (Bank Overdraft) – End of Period		9,555			39,975

~~CONDENSED~~The ~~INTERIM~~accompanying ~~CONSOLIDATED~~notes ~~STATEMENTS~~are OFan integral part of ~~CASH~~the ~~FLOW~~condensed interim consolidated financial statements.

~~FOR THE THREE MONTHS ENDED JULY 31, 2024 AND 2023~~F-4

~~(In~~FORMATION ~~U.S. Dollars~~MINERALS, ~~except share data or otherwise stated)~~INC.

~~(unaudited)~~NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2024 AND 2023

~~The~~1. ~~accompanying~~DESCRIPTION ~~notes~~OF ~~are an integral part of the condensed interim consolidated financial statements.~~BUSINESS

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

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

~~NOTES~~During TOthe ~~THE~~three ~~CONDENSED~~months ~~INTERIM~~ended ~~CONSOLIDATED~~January 31, 2024, ~~FINANCIAL~~the ~~STATEMENTS~~Company began winding-up the business of Sensabues to reduce operating expenses associated with maintaining the exhale breath technology patents.

~~FOR~~Since ~~THE~~then, ~~THREE~~management ~~AND~~of ~~NINE~~the ~~MONTHS~~Company ~~ENDED~~has ~~JULY~~been in 31the process of establishing a new business segment to develop energy related businesses which led to the entry into that certain agreement and plan of merger with Verde Bio Holdings, Inc., a Nevada corporation (“Verde”), and Formation Minerals Inc., a Nevada corporation ~~2024~~and ~~AND~~the Company’s then wholly-owned subsidiary (“Merger Sub”), as of December 11, 2023, as amended as of February 8, 2024 (the “Merger Agreement”), providing for the merger of Merger Sub with and into Verde, with Verde continuing as the surviving entity (the “Merger”). The Merger was completed at 4:15 p.m., Eastern Time, on May 9, 2024 (the “Effective Time”) and the separate existence of Merger Sub ceased. Following the Effective Time, pursuant to articles of merger filed with the Nevada Secretary of State, Verde was merged with and into the Company with the Company continuing as the surviving corporation and the Company changed its name to “Formation Minerals, Inc.”. Following the Merger, the Company has been focused on the acquisition and exploitation of upstream energy assets, specifically targeting oil and gas mineral interests, oil and gas royalty interests and select non-operated working interests.

1.Pursuant ~~DESCRIPTION~~to OFthe ~~BUSINESS~~Merger, the Company completed the following transactions:

~~Formation Minerals,~~● ~~Inc.,~~As aof ~~Nevada corporation, (“FOMI” or~~ the ~~“Company”)~~Effective ~~was incorporated on September 8~~Time, ~~2020~~FOMI ~~under~~issued ~~the name “SensaSure Technologies Inc.” under the laws of the State of Nevada with an authorized share capital of 250~~6,~~000~~921,~~000~~ 350 shares of ~~common~~Common ~~stock,~~Stock ~~$0.01~~to ~~par~~acquire ~~value~~all ~~(the “Common Stock”)~~2, 5078,~~000~~599,~~000~~390 ofoutstanding shares of ~~Class~~the Acommon ~~preferred~~ stock, ~~$0.001~~ par value, ~~and 5,000,000 shares of Class B preferred stock,~~ $0.001 ~~par value~~, as of ~~April~~Verde ~~30,~~(the ~~2024.~~“Verde ~~The Company did not issue any shares of~~ Common Stock”), ~~Class~~based Aon ~~preferred~~an ~~stock,~~exchange ~~$0.001~~ratio ~~par~~of ~~value or Class B preferred stock, $0~~300.~~001 par value before December 21, 2020~~47. ~~On May~~The 9,fair ~~2024,~~value ~~the Company’s amended and restated its articles~~ of ~~incorporation (~~the ~~“Amended~~consideration ~~and~~effectively ~~Restated~~transferred ~~Articles~~was ofcalculated ~~Incorporation”) to~~using ~~increase~~ the number of shares of ~~capital~~Verde ~~stock~~Common ~~which~~Stock ~~the~~that ~~Company~~would ishave ~~authorized~~been toissued ~~issue~~ to ~~2,000,000,000 shares and authorize~~ the ~~issuance~~ ofstockholders ~~up to 150,000,000 shares~~ of ~~“blank~~FOMI ~~check”~~on ~~preferred stock (Note 6). On May 2, 2024,~~ the ~~Certificates~~date ~~of Designation of Preferences, Rights and Limitations of~~ the ~~Class~~Merger Awas ~~Preferred~~consummated ~~Stock~~to ~~and~~give ~~Class~~FOMI Ban ~~Preferred~~equivalent ~~Stock~~ownership ~~were~~interest ~~cancelled~~in ~~with~~Verde ~~the~~as ~~Nevada~~it ~~Secretary of~~has ~~State.~~in OnFOMI ~~May~~multiplying ~~9, 2024, following~~ the ~~filing~~market ofprice ~~the Amended and Restated Articles~~ of ~~Incorporation,~~ the ~~Company~~shares ~~filed a Certificate~~ of ~~Designation~~Verde ofCommon ~~Preferences, Rights and Limitations of Class A Convertible Preferred~~ Stock~~, par value $0~~.01 ~~per~~The ~~share~~fair ~~(“Class A~~value ~~Preferred Stock”), and a Certificate~~ of ~~Designation~~those ofshares ~~Preferences, Rights and Limitations~~ of ~~Class~~Verde BCommon ~~Convertible Preferred~~ Stock~~, par~~ ~~value~~was ~~$0.01~~determined ~~per~~at ~~share (“Class B Preferred Stock”)~~$11, ~~with the Nevada Secretary of State to designate 2~~414,~~000~~040 ~~shares~~based ofon the ~~Company’s~~ ~~authorized~~market ~~and~~quote ~~unissued~~on ~~preferred stock as Class A Preferred Stock and 10,000 shares of~~ the ~~Company’s~~date ~~authorized and unissued preferred stock as Class B Preferred Stock, and establish~~ the ~~voting~~Merger ~~powers,~~was ~~designations, preferences and relative participation and other rights and qualifications, limitations and restrictions of such securities~~consummated.

SensaBues AB (“Sensabues”) was incorporated in the Kingdom of Sweden in November 2009. Until November 1, 2023, Sensabues owned the core intellectual properties for the design of sample collection devices and the methodologies to collect, extract and detect the nonF-volatile substances presented within aerosols in exhaled breath. These aerosols, which originate from the lungs and blood, are captured using electret-based filter technologies. This non-invasive breath-based biological sample collection and testing methodology is called ExaBreath (“EB”) technology. Sensabues performed medical device design and research focusing on developing and commercializing EB for disease detection, exposure monitoring, and drug metabolism.5

~~During~~ ● As of the ~~three~~Effective ~~months~~Time, ~~ended~~FOMI ~~January~~issued 311,665 ~~2024~~shares of Class A Preferred Stock to acquire all outstanding shares of Series A preferred stock, par value $0.001, of Verde (the ~~Company~~“Verde ~~began~~Series ~~winding-up~~A Preferred Stock”), which was 500,000 by using an exchange ratio of approximately 300. The fair value of the ~~business~~consideration effectively transferred was calculated using the number of ~~Sensabues~~shares of Verde Series A Preferred Stock that would have been issued to ~~reduce~~the ~~operating~~stockholders ~~expenses~~of ~~associated with~~FOMI ~~maintaining~~on the ~~exhale~~date ~~breath~~the ~~technology~~Merger ~~patents~~was consummated to give FOMI an equivalent ownership interest in Verde as it has in FOMI multiplying the fair value per share of Verde Series A Preferred Stock. The fair value of those shares of Verde Series A Preferred Stock was determined at $500.

~~Since then,~~● ~~management~~As of the ~~Company~~Effective ~~has~~Time, ~~been~~FOMI inissued ~~the~~5,354 ~~process~~shares of ~~establishing~~Class aB ~~new~~preferred ~~business~~stock ~~segment~~of toFOMI ~~develop energy related businesses which led~~ to ~~the~~acquire ~~entry~~all ~~into~~outstanding ~~that~~shares ~~certain agreement and plan~~ of ~~merger~~Series ~~with~~C ~~Verde~~preferred ~~Bio Holdings~~stock, ~~Inc.,~~par avalue ~~Nevada corporation (“Verde”), and Formation Minerals Inc~~$0.001, aof ~~Nevada~~Verde ~~corporation and~~ (the ~~Company’s~~“Verde ~~then~~Series ~~wholly-owned~~C ~~subsidiary~~Preferred ~~(“Merger Sub~~Stock”), ~~as of~~which ~~December~~was ~~11,~~803 ~~2023,~~by asusing ~~amended~~an asexchange ratio of ~~February~~approximately 8,0.15. ~~2024~~The ~~(the~~fair ~~“Merger~~value ~~Agreement”), providing for the merger~~ of ~~Merger Sub with and into Verde, with Verde continuing as~~ the ~~surviving~~consideration ~~entity~~effectively ~~(the~~transferred ~~“Merger”). The Merger~~ was ~~completed~~calculated atusing ~~4:15 p.m., Eastern Time, on May 9, 2024 (~~the ~~“Effective~~number ~~Time”)~~of ~~and~~shares ~~the~~of ~~separate~~Verde ~~existence~~Series ofC ~~Merger~~Preferred ~~Sub~~Stock ~~ceased.~~that ~~Following~~would ~~the~~have ~~Effective Time,~~been ~~pursuant~~issued to ~~articles of merger filed with~~ the ~~Nevada~~stockholders ~~Secretary~~ of ~~State,~~FOMI ~~Verde~~on ~~was merged with and into~~ the ~~Company~~date ~~with~~ the ~~Company continuing~~Merger aswas ~~the~~consummated ~~surviving~~to ~~corporation~~give ~~and~~FOMI ~~the~~an ~~Company~~equivalent ~~changed~~ownership ~~its~~interest ~~name~~in toVerde ~~“Formation~~as ~~Minerals,~~it ~~Inc.”. Following the Merger, the Company~~ has ~~been~~in ~~focused~~FOMI onmultiplying the ~~acquisition~~fair ~~and~~value ~~exploitation~~per share of ~~upstream~~Verde ~~energy~~Series ~~assets,~~C ~~specifically~~Preferred ~~targeting~~Stock. ~~oil~~The ~~and~~fair ~~gas~~value ~~mineral interests,~~per ~~oil~~share ~~and~~of ~~gas~~Verde ~~royalty~~Series ~~interests~~C ~~and~~Preferred ~~select~~Stock ~~non-operated~~was ~~working~~determined ~~interests~~at $803.

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

● As of the Effective Time, FOMI ~~issued~~assumed ~~6,921,350~~all ~~shares~~ of ~~Common~~Verde’s ~~Stock~~obligations tounder ~~acquire~~Verde’s ~~all~~common ~~2,078,599,390~~stock ~~outstanding~~purchase ~~shares~~warrant ofissued ~~the~~on ~~common~~December ~~stock~~8, ~~par~~2021 ~~value~~and ~~$0.001~~January 27, of2022 ~~Verde~~ (the “Verde ~~Common Stock~~Warrants”), ~~based~~and onissued anand ~~exchange~~delivered ~~ratio~~to ofthe ~~300.47.~~Verde ~~The~~Warrant ~~fair~~holder, ~~value~~in ofexchange for the ~~consideration~~Verde ~~effectively~~Warrant, ~~transferred~~a ~~was~~common ~~calculated~~stock ~~using~~purchase ~~the~~warrant ~~number~~to ofpurchase ~~shares~~up ofto ~~Verde~~205,962 ~~Common~~and ~~Stock~~210,195 ~~that~~shares ~~would~~of ~~have~~Common ~~been~~Stock, ~~issued~~respectively, toat ~~the~~an ~~stockholders~~exercise price of ~~FOMI~~$0.75 onper ~~the~~share ~~date~~and the ~~Merger~~Verde ~~was~~Warrants ~~consummated~~expire toon ~~give~~December ~~FOMI~~8, an2026 ~~equivalent~~and ~~ownership~~January ~~interest~~27, in2027, ~~Verde~~respectively as(the it“FOMI ~~has~~Warrants”) inrespectively. The FOMI ~~multiplying~~Warrants ~~the~~are ~~market~~subject ~~price~~to ofa ~~the~~beneficial ~~shares~~ownership limitation of ~~Verde Common Stock~~4.99% ~~The~~of ~~fair~~the ~~value~~number of ~~those~~ shares of ~~Verde~~ Common Stock ~~was~~outstanding ~~determined~~immediately atafter ~~$11,414,040~~giving ~~based~~effect onto the ~~market~~issuance ~~quote~~of onshares ~~the~~of ~~date~~Common ~~the~~Stock ~~Merger~~issuable ~~was~~upon ~~consummated~~exercise of the FOMI Warrants.

6Going Concern

●These Ascondensed ofinterim ~~the~~consolidated ~~Effective~~financial statements ~~Time,~~have ~~FOMI~~been ~~issued~~prepared 1on a going concern basis,~~665~~ ~~shares~~which ofimplies ~~Class~~that Athe ~~Preferred~~Company ~~Stock~~will continue to ~~acquire~~realize ~~all~~its ~~outstanding~~assets ~~shares~~and discharge its liabilities in the normal course of ~~Series~~business. ADuring ~~preferred~~the ~~stock~~period ended October 31, ~~par~~2024, ~~value~~the Company had a net loss of $~~0.001~~727,615 ofand used ~~Verde~~cash ~~(the~~of ~~“Verde~~$505,864 ~~Series~~for Aoperating ~~Preferred~~activities. ~~Stock”),~~As ~~which~~at ~~was~~October ~~500~~31,~~000~~ by2024, ~~using~~the Company had an ~~exchange~~accumulated ~~ratio~~deficit of ~~approximately 300~~$21,333,808. The ~~fair value~~ continuation of the ~~consideration~~Company ~~effectively~~as ~~transferred~~a ~~was~~going ~~calculated~~concern ~~using~~is ~~the~~dependent ~~number~~upon ofour ~~shares~~ability ofto ~~Verde~~identify ~~Series~~future Ainvestment ~~Preferred~~opportunities ~~Stock~~and ~~that~~obtain ~~would~~the ~~have~~necessary ~~been~~debt or ~~issued~~equity tofinancing, and generating profitable operations from the ~~stockholders~~Company’s offuture ~~FOMI~~operations. onIn the ~~date~~past the ~~Merger~~Company ~~was~~has ~~consummated~~relied, and expects to ~~give~~continue ~~FOMI~~to anrely ~~equivalent~~on ~~ownership~~the ~~interest~~issuance inand ~~Verde~~sale asof itshares ~~has~~of Common Stock and preferred stock in ~~FOMI~~order ~~multiplying~~to continue to fund its business operations. These factors raise substantial doubt regarding the ~~fair~~Company’s ~~value~~ability ~~per~~to ~~share~~continue as a going concern for a period of ~~Verde~~one ~~Series~~year Afrom ~~Preferred~~the ~~Stock~~date these financial statements were issued on February 14, 2025. ~~The~~These ~~fair~~financial ~~value~~statements do not include any adjustments to the recoverability and classification of ~~those~~recorded ~~shares~~asset amounts and classification of ~~Verde~~liabilities ~~Series~~that Amight ~~Preferred~~be ~~Stock~~necessary should ~~was~~the ~~determined~~Company atbe ~~$500~~unable to continue as a going concern.

● As of the Effective Time, FOMI issued 5,354 shares of Class B preferred stock of FOMI to acquire all outstanding shares of Series C preferred stock, par value $0.001, of Verde (the “Verde Series C Preferred Stock”), which was 803 by using an exchange ratio of approximately 0.15. The fair value of the consideration effectively transferred was calculated using the number of shares of Verde Series C Preferred Stock that would have been issued to the stockholders of FOMI on the date the Merger was consummated to give FOMI an equivalent ownership interest in Verde as it has in FOMI multiplying the fair value per share of Verde Series C Preferred Stock. The fair value per share of Verde Series C Preferred Stock was determined at $803.F-6

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

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

~~Going~~The accompanying condensed interim consolidated ~~Concern~~financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended April 30, 2024. These condensed interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These condensed interim consolidated financial statements have been prepared onin aaccordance ~~going~~with ~~concern~~accounting ~~basis,~~principles ~~which~~generally ~~implies~~accepted ~~that the Company will continue to realize its assets and discharge its liabilities~~ in the ~~normal~~United ~~course~~States ~~of business~~(“U.S. ~~During the period ended July 31, 2024,~~GAAP”) ~~the Company had a net income of $264,770~~ and ~~used~~are ~~cash~~expressed ofin ~~$289,100 for operating activities~~U.S. ~~As at July 31, 2024, the Company had an accumulated deficit of $20,000,176~~dollars. The ~~continuation~~condensed ofinterim ~~the~~consolidated ~~Company~~financial asstatements aare ~~going~~comprised ~~concern~~of ~~is dependent upon our ability to identify future investment opportunities and obtain~~ the ~~necessary~~records ~~debt~~of ~~or equity financing, and generating profitable operations from~~ the Company’s. ~~future~~All ~~operations.~~intercompany Intransactions ~~the~~have ~~past~~been ~~the~~eliminated ~~Company has relied, and expects to continue to rely~~ on ~~the issuance and sale of shares of Common Stock and preferred stock in order to continue to fund its business operations~~consolidation. ~~These~~The ~~factors raise substantial doubt regarding the~~ Company’s ~~ability~~ tofiscal ~~continue as a going concern for a period of one~~ year ~~from~~end ~~the~~is ~~date~~April ~~these financial statements were issued on September 23, 2024~~30. 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.

7(b) Reverse Acquisition

2The Merger was accounted for as a “reverse acquisition” since, immediately following completion of the Merger, the stockholders of Verde acquired control of FOMI. ~~SUMMARY~~For OFaccounting purposes, ~~SIGNIFICANT~~Verde ~~ACCOUNTING~~was ~~POLICIES~~deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Verde (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Verde). Accordingly, the historical financial statements, consolidated assets, liabilities and results of operations of Verde became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with those of Verde beginning at the Effective Time. No step-up in basis or intangible assets or goodwill were recorded in the Merger. The difference between the reverse acquisition transaction consideration and the net assets acquired is treated as a reduction in equity.

(ac) ~~Basis~~Use of ~~Presentation and Principles of Consolidation~~Estimates

The ~~accompanying~~ preparation of these condensed interim consolidated financial statements ~~of the Company should be read~~ in ~~conjunction~~conformity with ~~the consolidated financial statements and accompany notes filed with the~~ U.S. ~~Securities~~GAAP ~~and~~requires ~~Exchange~~management ~~Commission~~to ~~for~~make ~~the~~estimates ~~fiscal~~and ~~year~~assumptions ~~ended~~that ~~April~~affect ~~30,~~the ~~2024.~~reported ~~These~~amounts ~~condensed~~of ~~interim~~assets ~~consolidated~~and ~~financial~~liabilities ~~statements~~and ~~are~~disclosure ~~unaudited~~of ~~and~~contingent ~~have~~assets ~~been~~and ~~prepared~~liabilities onat the ~~same~~date ~~basis~~of as the ~~annual consolidated~~ financial statements and in the ~~opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary~~reported toamounts ~~present fairly the Company’s financial position, results~~ of ~~operations~~revenues and ~~cash~~expenses ~~flows~~during ~~for~~ the ~~periods~~reporting ~~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~~The Company regularly evaluates estimates and ~~condensed~~assumptions ~~interim~~related ~~consolidated~~to ~~financial~~the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, ~~have~~carrying ~~been~~value ~~prepared~~of inoil ~~accordance~~and ~~with~~gas ~~accounting~~properties, ~~principles~~the ~~generally~~useful ~~accepted~~life, incarrying value, and incremental borrowing rate used for right of use assets and lease liabilities, the ~~United~~fair ~~States~~value ~~(“U.S.~~of ~~GAAP”)~~stock-based compensation, shares issued to acquire and ~~are~~exchange ~~expressed~~other equity ininstruments ~~U.S.~~and ~~dollars~~equity classified warrants, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The ~~condensed~~Company ~~interim~~bases ~~consolidated~~its ~~financial~~estimates ~~statements~~and assumptions ~~are~~on ~~comprised~~current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the ~~records~~basis for making judgments about the carrying values of assets and liabilities and the ~~Company.~~accrual ~~All~~of ~~intercompany~~costs ~~transactions~~and ~~have~~expenses that ~~been~~are ~~eliminated~~not onreadily ~~consolidation~~apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s ~~fiscal~~ ~~year~~estimates. ~~end~~To isthe ~~April~~extent 30there are material differences between the estimates and the actual results, future results of operations will be affected.

(bd) ~~Reverse~~Basic ~~Acquisition~~and Diluted Earnings / Loss per Share

The ~~Merger~~ ~~was~~Company ~~accounted~~has ~~for~~adopted asthe aFinancial ~~“reverse~~Accounting Standards ~~acquisition~~Board’s (“FASB”) ~~since,~~Accounting ~~immediately~~Standards ~~following~~Codification ~~completion~~(“ASC”) ofTopic ~~the~~260-10 ~~Merger,~~which ~~the~~provides ~~stockholders~~for calculation of ~~Verde~~“basic” ~~acquired~~and ~~control~~“diluted” ofearnings ~~FOMI~~per share. ~~For~~Basic ~~accounting~~earnings ~~purposes,~~(loss) ~~Verde~~per ~~was~~share ~~deemed~~includes tono bedilution ~~the accounting acquirer in the transaction~~ and, ~~consequently, the transaction~~ is ~~treated~~computed by asdividing anet ~~recapitalization~~income ofor ~~Verde~~loss ~~(i.e.,~~available ato ~~capital~~common ~~transaction~~stockholders ~~involving the issuance of shares~~ by the ~~Company for~~weighted ~~the~~average ~~shares~~number of ~~Verde).~~shares ~~Accordingly, the historical financial statements, consolidated assets, liabilities and results~~ of ~~operations of~~Common ~~Verde~~Stock ~~became~~outstanding for the ~~historical~~period. ~~financial~~Diluted ~~statements~~earnings of(loss) ~~the~~per ~~Company~~share ~~and~~reflect ~~its subsidiaries, and~~ the ~~Company’s~~potential ~~assets,~~dilution ~~liabilities and results~~ of ~~operations~~securities ~~were~~that ~~consolidated~~could ~~with~~share ~~those~~in ~~of Verde beginning at~~ the ~~Effective~~earnings ~~Time.~~of Noan ~~step-up in basis or intangible assets~~entity. orThe ~~goodwill~~Company ~~were~~assessed ~~recorded in~~ the ~~Merger.~~potentially ~~The~~dilutive ~~difference~~shares ~~between~~quantitatively ~~the~~and ~~reverse~~qualitatively ~~acquisition transaction consideration~~ and considered the ~~net~~effect ~~assets acquired~~ is ~~treated~~insignificant as aat October ~~reduction~~31, ~~in equity~~2024.

~~(c) Use of Estimates~~F-7

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

The Company ~~regularly~~measures ~~evaluates estimates~~ and ~~assumptions~~discloses ~~related to~~ the ~~collectability of accounts receivable relating to oil and gas interests~~estimated ~~which~~fair ~~is based on the operator’s production statements, carrying~~ value of ~~oil~~financial ~~and gas properties, the useful life, carrying value, and incremental borrowing rate used for right of use~~ assets and ~~lease~~ liabilities, ~~the~~using ~~fair value of stock-based compensation, shares issued to acquire and exchange other equity instruments and equity classified warrants, revenue recognition including~~ the ~~calculation of the reserves and the~~ fair value ofhierarchy ~~the~~prescribed ~~reserves~~by ~~for~~U.S. ~~oil and gas interests, and deferred income tax asset valuation allowances~~GAAP. The ~~Company~~ ~~bases~~fair ~~its~~value ~~estimates~~hierarchy ~~and~~has ~~assumptions on current facts, historical experience and various other factors that it believes to be~~three ~~reasonable under the circumstances~~levels, ~~the results of~~ which ~~form~~are ~~the~~based ~~basis~~on ~~for~~reliable ~~making~~available ~~judgments~~inputs ~~about the carrying values~~ of ~~assets~~observable ~~and liabilities and the accrual of costs and expenses that are not readily apparent from other sources~~data. The ~~actual~~hierarchy ~~results~~requires ~~experienced by~~ the ~~Company~~use ~~may~~of ~~differ~~observable ~~materially~~market ~~and~~data ~~adversely from the Company’s estimates~~when available. ToThe ~~the~~three-level ~~extent~~hierarchy ~~there~~is ~~are~~defined ~~material~~as ~~differences between the estimates and the actual results, future results of operations will be affected.~~follows:

~~(d)~~Level ~~Basic~~1 ~~and~~– ~~Diluted~~quoted ~~Earnings~~prices /for ~~Loss~~identical ~~per~~instruments in ~~Share~~active markets;

~~The Company~~Level ~~has~~2 ~~adopted~~– ~~the~~quoted ~~Financial~~prices ~~Accounting~~for ~~Standards~~similar ~~Board’s (“FASB”) Accounting Standards Codification~~instruments ~~(“ASC”)~~in ~~Topic~~active ~~260-10~~markets; ~~which~~quoted ~~provides~~prices for ~~calculation~~identical ~~of “basic” and “diluted” earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income~~ or ~~loss~~similar ~~available~~instruments toin ~~common~~markets ~~stockholders by the weighted average number of shares of Common Stock outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities~~ that ~~could~~are ~~share~~not inactive; ~~the~~and ~~earnings~~model ofderived anvaluations ~~entity. The Company assessed the potentially dilutive shares~~in ~~quantitatively~~which ~~and~~significant ~~qualitatively~~inputs and ~~considered~~significant ~~the~~value ~~effect~~drivers isare ~~insignificant~~observable asin atactive ~~July~~markets; ~~31, 2024.~~ and

8Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

~~The Company~~Fair ~~measures~~value ~~and~~estimates ~~discloses~~are ~~the~~made ~~estimated~~at ~~fair~~a ~~value~~specific ofpoint in ~~financial~~time, ~~assets~~based ~~and~~on ~~liabilities~~relevant ~~using~~market ~~the~~information ~~fair~~and ~~value~~information ~~hierarchy~~about ~~prescribed by~~the ~~U.S.~~financial ~~GAAP~~instrument. ~~The~~These ~~fair~~estimates ~~value~~are ~~hierarchy~~subjective ~~has~~in ~~three~~nature and ~~levels,~~involve ~~which~~uncertainties ~~are~~and ~~based~~matters ~~on reliable available inputs~~ of ~~observable~~significant ~~data.~~judgment ~~The~~and ~~hierarchy requires~~therefore ~~the~~cannot ~~use~~be ofdetermined ~~observable~~with ~~market data when available~~precision. ~~The~~Changes ~~three-level~~in ~~hierarchy~~assumptions could issignificantly ~~defined~~affect asthe ~~follows:~~estimates.

~~Level 1~~(f) –Recent ~~quoted~~Accounting ~~prices for identical instruments in active markets;~~Pronouncements

~~Level 2~~The –Company ~~quoted~~has ~~prices~~implemented ~~for~~all ~~similar~~new ~~instruments~~accounting pronouncements that are in ~~active~~effect. ~~markets;~~These ~~quoted~~pronouncements ~~prices~~did ~~for~~not ~~identical~~have orany ~~similar~~material ~~instruments~~impact inon ~~markets~~the ~~that are~~financial ~~not~~statements ~~active;~~unless otherwise disclosed, and ~~model~~the ~~derived~~Company ~~valuations~~does innot ~~which~~believe ~~significant~~that ~~inputs~~there ~~and~~are ~~significant~~any ~~value~~other ~~drivers~~new ~~are~~accounting ~~observable~~pronouncements inthat ~~active~~have ~~markets;~~been issued that might have ~~and~~a material impact on its financial position or results of operations.

~~Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.~~F-8

~~Financial instruments consist principally of cash, accounts payable and accrued liabilities, notes payable, convertible debentures and amounts due to related parties~~3. ~~The~~ROYALTY ~~fair~~INTERESTS ~~value~~IN ofOIL ~~cash~~AND isGAS determined based on Level 1 inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.PROPERTIES

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

	$
Balance, April 30, 2024		394,736
Acquisition and exploration cost		-
Disposal of mineral property		(140,000	)
Depletion expense		(35,064	)
Balance, October 31, 2024		201,421

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

~~The Company~~On isJune 27, 2024, the ~~lessee~~Company inentered into a ~~lease~~purchase ~~contract~~and ~~when~~sale agreement (the ~~Company~~“Purchase ~~obtains~~and Sale Agreement”) with a private seller, pursuant to which we have agreed to purchase all the ~~right~~rights, title and interest in and to ~~use~~various oil, gas, condensate, and other hydrocarbons that may be produced and saved from the ~~asset.~~lands ~~Operating~~described in certain oil, gas and mineral leases ~~are~~(the ~~included~~“Property”), infor the ~~line~~purchase price of $220,000 in cash. The acquisition is subject ~~items~~to ~~right-~~customary closing conditions, including the receipt of~~-use~~ ~~asset~~adequate financing, ~~lease~~and ~~liabilities~~was expected to close on or about July 26, ~~current~~2024. However, the closing date was extended until such time as the Company has raised sufficient capital to close on the transaction. Pursuant to the terms of the Purchase and ~~lease~~Sale ~~liabilities~~Agreement, ~~long-term~~we inare entitled to the ~~consolidated~~cash ~~balance~~flow ~~sheet~~from oil and gas production attributable to the Property beginning on July 1, 2024. The Company is working to secure the requisite financing to complete this acquisition.

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date4. ~~The~~CONVERTIBLE Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.LOANS

~~Leases~~On January 9, 2023, Verde entered into a convertible loan agreement, with an arms-length party for $71,960 net of original issuance discount of $7,710 and legal fees of $4,250. Under the terms of the agreement, Verde incurred a ~~lease~~one-time ~~term~~interest charge of 12$8,635 ~~months~~upon orthe ~~less~~closing atof ~~inception~~the ~~are~~agreement, ~~not~~which has been recorded in onaccounts payable and accrued liabilities and is required to remit a monthly repayment of $8,060 commencing in March 2023. The loan contained the ~~consolidated~~following default provision: in case of default, the outstanding principal balance ~~sheets~~would increase to 150% of the principal balance owing at the time of default, and ~~are~~the ~~expensed~~holder onwould ahave ~~straight-line~~the right to convert the remaining balance outstanding at the time of ~~basis~~default ~~over~~at 75% of the ~~lease~~lowest ~~term~~trading price of Verde Common Stock for the last 10 trading days prior to default. During the six months ended October 31, 2023, Verde repaid in full the ~~consolidated~~outstanding ~~statements~~principal ofand ~~income~~accrued ~~(loss)~~and unpaid interest under the convertible loan.

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

~~The~~On October 4, 2023, Verde entered into an additional ~~Company~~convertible ~~has~~loan ~~implemented~~agreement ~~all~~with ~~new~~the ~~accounting~~same ~~pronouncements~~arms-length ~~that~~party ~~are~~for in$97,750 ~~effect~~net of original issuance discount of $12,750 and financing fees of $17,750. ~~These~~Under ~~pronouncements~~the ~~did~~terms ~~not~~of ~~have~~the ~~any~~agreement, ~~material~~Verde ~~impact~~incurred ona one-time interest charge of $10,753 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $12,056 commencing on November 15, 2023. If Verde defaults on the ~~financial~~loan ~~statements~~agreement, ~~unless~~the ~~otherwise~~outstanding ~~disclosed~~principal balance will increase to 150% of the principal balance owing at the time of default, and the ~~Company~~holder ~~does~~has ~~not~~the ~~believe~~right ~~that~~to ~~there~~convert ~~are~~the ~~any~~remaining ~~other~~balance ~~new~~outstanding ~~accounting~~at ~~pronouncements~~the time of default ~~that~~at ~~have~~75% ~~been~~of ~~issued~~the ~~that~~lowest ~~might~~trading ~~have~~price of Verde Common stock for the last 10 trading days prior to default. During the year ended April 30, 2024, Verde repaid a ~~material~~total ~~impact~~of $72,336 on ~~its~~the ~~financial~~convertible ~~position~~loan, orcomprised ~~results~~of $65,167 of ~~operations~~principal and $7,169 of accrued interest. During the period ended October 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 October 31, 2024, the loan was fully paid.

F-9

3On May 14, 2024 (the “Issue Date”), the Company issued and sold to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a promissory note (the “Diagonal Note”) in the principal amount of $123,050 (the “Diagonal Loan”), for a purchase price of $107,000, reflecting an original issue discount of $16,050, which matures on March 15, 2025, pursuant to a securities purchase agreement (the “Diagonal Purchase Agreement”), dated May 14, 2024, by and between the Company and Diagonal. ~~ROYALTY~~A ~~INTERESTS~~one-time interest INcharge ~~OIL~~of 12% ~~AND~~of ~~GAS~~the ~~PROPERTIES~~principal amount, or $14,766, was applied on the Issue Date to the Diagonal Loan and recorded as prepaid interest. Accrued, unpaid interest and outstanding principal, subject to adjustments, must be paid by the Company to Diagonal in ten (10) monthly payments of $13,781.60, that began on June 15, 2024, for aggregate repayment amount of $137,816.00. The prepaid interest is netted against the principal balance in the Company’s financial statements. The Company has a five (5) day grace period with respect to each payment date. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. Any amount of principal or interest on the Diagonal Note which is not paid when due shall bear interest at the rate of 22% per annum from the date due thereof until the same is paid. Upon issuance of the note, the Company recorded an original issue discount of $16,050. During the six months ended October 31, 2024, the Company amortized $8,946 of the discount. The remaining balance on the discount at October 31, 2024 was $7,104. During the period ended October 31, 2024, the Company repaid a total of $78,993 on the convertible loan, comprised of $64,227 of principal and $4,681 of prepaid interest. As of October 31, 2024, the unpaid balance was composed of principal in amount of $73,589, a discount of $7,104, and prepaid interest of $10,085, for net balance of $56,400.

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

On August 15, 2024 (the “Issue Date”), the Company issued and sold to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a Promissory Note (the “Diagonal Note”) in the principal amount of $98,400 (the “Diagonal Loan”), for a purchase price of $82,000, reflecting an original issue discount of $16,400, which matures on June 15, 2025, pursuant to a Securities Purchase Agreement, dated as of August 15, 2024, by and between the Company and Diagonal. In addition, the Company reimbursed Diagonal’s expenses of $7,000. A one-time interest charge of 15% of the principal amount, or $14,760, was applied on the Issue Date to the Diagonal Loan and recorded as prepaid interest. The prepaid interest is netted against the principal balance in the Company’s financial statements. The Company recorded an original issue discount of $16,400. During the six months ended October 31, 2024, the Company amortized $4,154 of the discount. The remaining balance on the discount at October 31, 2024 was $12,246. Accrued, unpaid interest and outstanding principal, subject to adjustments, must be paid by the Company to Diagonal in 5 monthly payments of $14,145 beginning March 15, 2025 and one payment of $56,580 on February 15, 2025 for aggregate repayment amount of $113,160. The Company has a five (5) day grace period with respect to each payment date. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. Any amount of principal or interest on the Diagonal Note which is not paid when due shall bear interest at the rate of 22% per annum from the date due thereof until the same is paid. The balance of the note, discount, and prepaid interest was $113,160, $12,246 and $14,760, respectively, for a net balance of $86,154 on October 31, 2024.

~~On May~~5. ~~22,~~RELATED ~~2024,~~PARTY ~~the~~TRANSACTIONS The Company ~~entered~~had ~~into a purchase and sale agreement for~~ the ~~sale~~following ofbalances ~~certain mineral~~ and ~~royalty~~transactions ~~interests~~ with arelated ~~private buyer~~parties ~~whereby~~except ~~the~~as ~~Company~~disclosed ~~is selling various mineral and oil and gas royalty interests~~ in ~~exchange~~other for $140,000 in cash. Such purchase and sale agreement is for the sale of the right, title and interest to certain properties located in Bienville Parish, LA, Belmont County, OH, Ohio County, WV, Red River Parish, LA and Brazos County, TX.notes:

~~On June 27, 2024, the Company entered into a purchase and sale agreement~~ (~~the “Purchase and Sale Agreement”~~a) ~~with~~Amounts adue ~~private seller, pursuant~~ to ~~which~~related weparties ~~have~~At ~~agreed~~October to31, ~~purchase all the rights~~2024, ~~title~~salary ~~and~~payable ~~interest in and~~ to ~~various oil, gas, condensate, and other hydrocarbons that may be produced and saved from~~ the ~~lands~~former ~~described~~Chief inExecutive ~~certain~~Officer ~~oil,~~of ~~gas and mineral leases (~~the ~~“Property”), for~~Company ~~the~~included ~~purchase price of $220,000~~ in ~~cash.~~amounts ~~The~~due ~~acquisition is subject~~ to ~~customary~~related ~~closing~~parties ~~conditions, including the receipt of adequate financing, and~~ was ~~expected to close on or about July 26~~$252,885 ~~2024.~~(April ~~However~~30, ~~the closing date was extended 90 days to September 25,~~ 2024~~. Pursuant~~ to- ~~the terms of the Purchase and Sale Agreement~~$182, ~~we are entitled to the cash flow from oil and gas production attributable to the Property beginning on July 1, 2024~~885). ~~The Company is working to secure the requisite financing to complete this acquisition.~~

4. CONVERTIBLE LOANS

(b)

Loans from related party

At October 31, 2024, the Company owed $120,962 (April 30, 2024 - $85,763) to the President and Chief Executive Officer and director of the Company for loans which are non-interest bearing, unsecured, and due on demand.

(c)

Loans from other stockholders

In October 2024, the Company converted demand loans in the amount of $129,279 into 3,231,975 shares of common stock. The balance of the demand loans was $0 at October 31, 2024.

~~On January 9, 2023, Verde entered into a convertible loan agreement, with an arms-length party for $71,960 net of original issuance discount of $7,710 and legal fees of $4,250~~6. ~~Under~~STOCKHOLDERS’ the terms of the agreement, Verde incurred a one-time interest charge of $8,635 upon the closing of the agreement, which has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment of $8,060 commencing in March 2023. The loan contained the following default provision: in case of default, the outstanding principal balance would increase to 150% of the principal balance owing at the time of default, and the holder would have the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of Verde Common Stock for the last 10 trading days prior to default. During the three months ended July 31, 2023, Verde repaid in full the outstanding principal and accrued and unpaid interest under the convertible loan.DEFICIENCY

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

OnAs at October 431, ~~2023~~2024, ~~Verde entered into an additional convertible loan agreement with~~ the ~~same~~Company ~~arms-length~~had ~~party for $97~~1,~~750 net of original issuance discount of $12~~850,~~750 and financing fees of $17~~000,~~750. Under the terms of the agreement, Verde incurred a one-time interest charge of $10,753 upon the closing of the agreement,~~000 ~~which~~shares ~~has been recorded in accounts payable and accrued liabilities and is required to remit a monthly repayment~~ of $12,056 commencing on November 15, 2023. If Verde defaults on the loan agreement, the outstanding principal balance will increase to 150% of the principal balance owing at the time of default, and the holder has the right to convert the remaining balance outstanding at the time of default at 75% of the lowest trading price of Verde Common ~~stock~~Stock ~~for~~authorized ~~the last 10 trading days prior to default. During the year ended April 30, 2024, Verde repaid a total of $72,336 on the convertible loan, comprised of $65,167 of principal~~ and $799,~~169 of accrued interest. During the period ended July 31~~112,508 ~~2024,~~shares ~~the Company repaid a total~~ of ~~$36,167~~Common onStock ~~the~~issued ~~convertible loan, comprised of $32,583 of principal~~ and ~~$3,584 of accrued interest~~outstanding. ~~As of July 31, 2024, the loan was fully paid.~~

10On May 9, 2024, the Company issued 6,921,350 shares of Common Stock to acquire all 2,078,599,390 outstanding shares of the Verde Common Stock based on an exchange ratio of 300.47. The opening number of shares of Verde Common Stock at the beginning of the periods ended July 31, 2024 and 2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure.

On May 149, 2024 ~~(the “Issue Date”)~~, the Company issued ~~and sold to 1800 Diagonal Lending LLC~~28, ~~a Virginia limited liability company (“Diagonal”)~~110, ~~a promissory note (the “Diagonal Note”) in the principal amount of $123,050 (the~~000 ~~“Diagonal~~shares ~~Loan”), for a purchase price~~ of ~~$107,000,~~Common ~~reflecting~~Stock anto ~~original~~two ~~issue~~consultants ~~discount of $16,050, which matures on March 15, 2025,~~ pursuant to ~~a securities purchase agreement (~~the ~~“Diagonal~~Merger ~~Purchase~~ Agreement~~”), dated May 14, 2024, by and between the Company and Diagonal~~. A one-time interest charge of 12% of the principal amount, or $14,766, was applied on the Issue Date to the Diagonal Loan. Accrued, unpaid interest and outstanding principal, subject to adjustments, must be paid by the Company to Diagonal in ten (10) monthly payments of $13,781.60, that began on June 15, 2024, for aggregate repayment amount of $137,816.00. The Company has a five (5) day grace period with respect to each payment date. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. Any amount of principal or interest on the Diagonal Note which is not paid when due shall bear interest at the rate of 22% per annum from the date due thereof until the same is paid. During the period ended July 31, 2024, the Company repaid a total of $26,963 on the convertible loan, comprised of $24,610 of principal and $2,353 of accrued interest. As of July 31, 2024, the unpaid balance was composed of principal in amount of 98,440 and interest 12,413.

5.In ~~RELATED~~June ~~PARTY~~2024, ~~TRANSACTIONS~~the ~~The~~ Company ~~had~~entered ~~the~~into ~~following~~a ~~balances~~consulting agreement with a consultant and ~~transactions~~issued ~~with~~4,500,000 ~~related~~shares ~~parties~~of ~~except~~Common asStock ~~disclosed~~to inthe ~~other~~consultant. ~~notes:~~The fair market value of the Common Stock on the date of issuance was $306,000.

~~(a)~~In ~~Amounts~~October ~~due to related parties At July 31,~~ 2024, ~~salary payable to~~ the ~~former~~Company ~~Chief~~converted ~~Executive~~demand loans ~~Officer~~in of the ~~Company~~amount ~~included~~of ~~in amounts due to related parties was~~ $~~182~~129,~~885~~279 ~~(April~~into 303,231,975 ~~2024~~shares -of ~~$182,885)~~Common Stock.

	(b)	Loans from related party At July 31, 2024, the Company owed $144,564 (April 30, 2024 - $85,763) to the President and Chief Executive Officer and director of the Company for loans which are non-interest bearing, unsecured, and due on demand.
	(c)	Loans from other stockholders At July 31, 2024, the Company had a balance of demand loans in the amount of $129,279 from a principal stockholder. Those loans are unsecured, non-interest bearing and due on demand.

F-10

6On April 30, 2024, the Company had 56,349,183 issued and outstanding shares of Common Stock. ~~STOCKHOLDERS~~Those shares of Common Stock were included in statements of stockholder’s ~~DEFICIENCY~~deficiency for the period ended October 31, 2024 as recapitalization shares.

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

As(b) atClass ~~July~~A ~~31,~~Preferred ~~2024, the Company had 1,850,000,00 shares of Common~~ Stock ~~authorized and 91,380,533 shares of Common Stock issued and outstanding.~~

~~On May~~As 9at October 31, 2024, the Company ~~issued~~had ~~6,921,350 shares of Common Stock to acquire all~~ 2,~~078,599,390 outstanding~~ 000 shares of ~~the~~Class ~~Verde~~A ~~Common~~ Preferred Stock ~~based~~authorized onand an1,665 ~~exchange ratio of 300.47. The opening number of~~ shares of ~~Verde~~Class ~~Common~~A Preferred Stock atissued ~~the beginning of the periods ended July 31, 2024~~ and ~~2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure~~outstanding.

OnThe holder of shares of Class A Preferred Stock ~~May~~is 9,entitled ~~2024,~~to receive dividends equal to the ~~Company~~amount ~~issued~~of ~~28,110,000~~the ~~shares~~dividend or distribution per share of Common Stock topayable ~~two~~multiplied ~~consultants~~by ~~pursuant~~the number of shares of Class A Preferred Stock held by such holder. The holder of Class A Preferred Stock is entitled to ~~the~~cast ~~Merger~~100,000 ~~Agreement~~votes for every share of Class A Preferred Stock held.

11On May 9, 2024, FOMI issued 1,665 shares of Class A Preferred Stock to acquire all outstanding shares of Verde Series A Preferred Stock, which was 500,000 by using an exchange ratio of 300.47. The number of shares of Class A Preferred Stock (previously Verde Series A Preferred Stock) of the Company at the beginning of the periods ended October 31, 2024 and 2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure.

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

~~During the~~As ~~period~~at ~~ended~~October ~~July~~ 31, ~~2023~~2024, ~~Verde~~the ~~issued~~Company ~~140~~had 10,000~~,000~~ shares of ~~Verde~~Class ~~Common~~B Preferred Stock ~~pursuant~~authorized toand ~~the~~5,704 ~~conversion of 42~~ shares of ~~Verde Series~~Class CB Preferred Stock. ~~According to the completed reverse acquisition, all~~ issued and outstanding. ~~shares~~The ~~of Verde Series C Preferred Stock were exchanged for the~~ Class B Preferred ~~Stock, therefore, the number of shares of Verde Series C Preferred Stock converted and~~ ~~shares of Verde Common~~ Stock ~~previously~~has ~~issued~~a bydividend ~~Verde~~rate ~~were~~at ~~retrospectively~~10% ~~adjusted~~per ~~by using the exchange ratios of 0~~annum.~~15 and 300.47, respectively.~~

As at October 31, 2024, the Company recorded accrued dividends payable of $527,064 (b)April ~~Class~~30, A2024 ~~Preferred~~- ~~Stock~~$185,757).

AsOn atMay ~~July 31~~9, 2024, the Company ~~had~~issued 25,~~000~~354 shares of Class AB Preferred Stock ~~authorized~~to ~~and~~acquire 1all outstanding shares of Verde Series C Preferred Stock,~~665~~ which was 803 by using an exchange ratio of 0.15. The opening number of shares of Class AB Preferred Stock ~~issued~~(previously Verde Series C Preferred Stock) of the Company at the beginning of the periods ended July 31, 2024 and ~~outstanding~~2023 have been retrospectively adjusted by using the exchange ratio to reflect FOMI’s legal capital structure. Upon completion of the reverse acquisition, the shares of Class B Preferred Stock (previously Verde Series C Preferred Stock) was reclassified under permanent equity.

~~The holder~~On ofJune ~~shares~~10, of2024, ~~Class~~the ACompany ~~Preferred~~entered ~~Stock~~into isa ~~entitled~~Securities Purchase toAgreement ~~receive~~(“Purchase ~~dividends~~Agreement”) ~~equal~~with toGHS ~~the~~Investments ~~amount~~LLC, ofa ~~the~~Nevada ~~dividend~~limited orliability ~~distribution~~company ~~per~~(“GHS”), ~~share~~for ofthe ~~Common~~purchase ~~Stock~~of ~~payable~~up ~~multiplied~~to by250 ~~the number of~~ shares of Class AB Preferred Stock, ~~held~~in bya ~~such~~private ~~holder.~~placement ~~The~~at ~~holder of Class A Preferred Stock is entitled to cast 100~~$1,000 ~~votes~~per share, for ~~every~~aggregate ~~share~~gross proceeds of ~~Class~~up Ato ~~Preferred Stock held~~$250,000.

OnPursuant to the Purchase Agreement (i) effective ~~May~~June 910, 2024, ~~FOMI~~the Company issued ~~1,665~~and sold 250 shares of the Class AB Preferred Stock to(the ~~acquire~~“Initial ~~all~~Shares”) ~~outstanding~~to ~~shares~~GHS offor ~~Verde Series A Preferred Stock,~~an ~~which~~aggregate ~~was~~of ~~500~~$250,000 byin ~~using~~gross anproceeds ~~exchange~~and ~~ratio~~issued ofto ~~300.47.~~GHS ~~The~~100 ~~number of~~ shares of Class AB Preferred Stock ~~(previously~~as ~~Verde~~an ~~Series~~equity Aincentive ~~Preferred Stock)~~for of the ~~Company~~purchase of at the ~~beginning~~shares of ~~the~~Class ~~periods~~B ~~ended~~Preferred ~~July~~Stock ~~31,~~pursuant ~~2024 and 2023 have been retrospectively adjusted by using~~ the ~~exchange ratio~~Purchase toAgreement. ~~reflect~~(Note ~~FOMI’s legal capital structure~~8).

(cd) ~~Class~~Stock BPurchase ~~Preferred Stock~~Warrants

AsFOMI atWarrants ~~July~~are 31classified under equity in additional paid-in capital in accordance with ASC 480, ~~2024~~Distinguishing Liabilities from Equity. Accordingly, the ~~Company~~previously ~~had~~liability ~~10,000~~classified ~~shares~~warrant liabilities in the amount of ~~Class~~$1,228,018 Bat ~~Preferred~~April ~~Stock~~30, ~~authorized~~2024 ~~and~~was 5extinguished. The fair value of the FOMI Warrants in the amount of $184,~~504~~746 were ~~shares~~based on the Black-Scholes option pricing model assuming an expected life of ~~Class~~2.6 Bto ~~Preferred~~2.7 ~~Stock~~years, ~~issued~~volatility of 100%, risk-free rate of 1.23%, and ~~outstanding~~no expected dividends. The ~~Class~~difference Bbetween ~~Preferred~~the ~~Stock~~carrying amount of warrant liabilities extinguished and the equity warrant ~~has~~recognized, ain ~~dividend~~the ~~rate~~amount atof ~~10%~~$1,043,542 ~~per~~was ~~annum~~recognized in the condensed interim consolidated statement of income.

~~As at July 31, 2024, the Company recorded accrued dividends payable of $210,002 (April 30, 2024~~ F- ~~$185,757).~~11

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

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

~~On June~~Additional ~~10,~~information ~~2024, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with GHS Investments LLC,~~regarding ashare ~~Nevada limited liability company (“GHS”), for the~~ purchase ofwarrants upas ~~to 250 shares~~ of ~~Class~~April ~~B Preferred Stock~~30, in2024 ais ~~private placement~~as ~~at $1,000 per share, for aggregate gross proceeds of up to $250,000.~~follows:

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

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

(de) ~~Stock~~Reverse ~~Purchase Warrants~~acquisition

~~FOMI Warrants~~The ~~are~~difference ~~classified~~between, ~~under~~the ~~equity in additional paid~~pre-inacquisition ~~capital in accordance with ASC 480, Distinguishing Liabilities from Equity.~~of ~~Accordingly,~~stockholders’ ~~the~~deficits ~~previously liability classified warrant liabilities~~ in the amount of $1833,~~228,018~~612 atand ~~April~~the ~~30, 2024 was extinguished. The~~ fair value of ~~the~~reverse ~~FOMI~~acquisition ~~Warrants~~consideration in the amount of $~~184~~11,~~746 were based on the Black-Scholes option pricing model assuming an expected~~415,343 ~~life~~was oftreated ~~2.6~~as toa ~~2.7~~reduction ~~years, volatility~~ of ~~100%,~~equity ~~risk-free rate of 1.23%,~~ and nocharged ~~expected~~to ~~dividends.~~additional ~~The difference between the carrying amount of warrant liabilities extinguished and the equity warrant recognized,~~ paid-in ~~the amount of $1,043,542 was recognized in the condensed interim consolidated statement of income~~capital.

127. COMMITMENTS AND CONTINGENCIES

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

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

~~Additional information~~8. ~~regarding~~SUBSEQUENT ~~share purchase warrants as of April 30, 2024 is as follows:~~ EVENTS

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

The Company’s management has evaluated subsequent events up to February 5, 2025, the date these consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined to disclose the following subsequent events.

~~(e)~~Sale ~~Reverse~~of ~~acquisition~~Oil and Gas Properties

~~The difference~~On ~~between~~December 5, 2024, we entered into a purchase and sale agreement (the ~~pre-acquisition~~“Purchase ofand ~~stockholders’~~Sale ~~deficits~~Agreement”) with a private buyer, pursuant to which we agreed to sell all our rights, title and interest in ~~the~~and ~~amount~~to ofvarious ~~$833~~oil,~~612~~ gas, condensate, and ~~the~~other ~~fair~~hydrocarbons ~~value~~that ofmay ~~reverse~~be ~~acquisition consideration~~produced and saved from the lands described in certain oil, gas and mineral leases, for the ~~amount~~purchase price of $1175,~~415,343~~000 ~~was~~in ~~treated~~cash, effective as of December 1, 2024. The Purchase and Sale Agreement includes customary representations, warranties and covenants for a ~~reduction~~transaction of ~~equity~~this ~~and~~type. ~~charged~~The ~~into~~transaction ~~additional~~closed ~~paid-in~~on December ~~capital~~6, 2024.

7.Equity ~~COMMITMENTS~~Line ~~AND~~of ~~CONTINGENCIES~~Credit with GHS Investments LLC

~~From time~~On toDecember ~~time~~31, 2024, we entered into an equity financing agreement with GHS (the ~~Company~~GHS ~~may~~Equity beFinancing ~~involved~~Agreement”), inpursuant ~~litigation~~to ~~relating~~which, GHS has committed, subject to ~~claims~~the ~~arising~~satisfaction or ~~out~~waiver of ~~operations~~certain inconditions, ~~the~~to ~~normal~~purchase ~~course~~up to an aggregate of ~~business~~$10. As0 atmillion ~~July~~shares 31of Common Stock, ~~2024~~subject to certain limitations, from ~~there~~time ~~were~~to notime ~~pending~~and orat ~~threatened~~the ~~lawsuits~~Company’s sole discretion over a 24-month period as described below. The GHS Equity Financing Agreement further provides that ~~could~~the ~~reasonably~~Company bemust ~~expected~~issue one million (1,000,000) shares of Common Stock to ~~have~~GHS aas ~~material~~an ~~effect~~equity onincentive at the closing ~~results~~of, and in addition to the shares of Common Stock issued at, the ~~Company’s~~initial ~~operations~~purchase of shares of Common Stock pursuant to the GHS Equity Financing Agreement. ~~There~~The ~~are~~purchase ~~also~~price noof ~~proceedings~~the inshares ~~which~~of ~~any~~Common Stock issuable pursuant to the GHS Equity Financing Agreement will be eighty percent (80%) of the ~~Company’s~~market ~~directors~~price of such shares of Common Stock, ~~officers~~provided, orhowever, ~~affiliates~~that. if at any time, such shares of Common isStock anare ~~adverse~~listed ~~party~~and traded on The Nasdaq Stock Market LLC or ~~has~~another anational ~~material~~securities ~~interest~~exchange ~~adverse~~having tosimilar price restriction, the purchase ~~Company’s~~price ~~interest~~will be ninety percent (90%) of the lowest volume weighted average price as reported by Bloomberg, L.P. during the applicable pricing period.

~~8. SUBSEQUENT EVENTS~~F-12

~~The~~On December 31, 2024, we also entered into a ~~Company’s~~registration ~~management~~rights ~~has~~agreement ~~evaluated~~(the ~~subsequent~~“Registration ~~events~~Rights upAgreement” with GHS. Under the Registration Rights Agreement, the Company agreed to ~~September~~file 23one or more registration statement (the “Registration Statement”), ~~2024~~as necessary, to register under the ~~date~~Securities ~~these~~Act ~~consolidated~~the ~~financial~~resale ~~statements were~~of ~~issued~~all of the shares o Common Stock that may, ~~pursuant~~from time to time, be issued or become issuable to GHS under the ~~requirements~~Equity Financing Agreement and the Registration Rights Agreement. The Registration Rights Agreement requires that the Company file, within 30 days after execution of ~~ASC~~the ~~855~~Registration Rights Agreement, an initial Registration Statement and ~~has~~use ~~determined~~commercially reasonable efforts to ~~disclose~~have such Registration Statement declared effective by the ~~following~~SEC ~~subsequent~~within ~~events~~thirty (30 calendar days, but no more than ninety (90) calendar days after the Company has filed such Registration Statement.

~~Promissory Note~~Securities ~~with~~Purchase ~~1800~~Agreement ~~Diagonal~~with ~~Lending~~GHS Investments LLC

On ~~August~~ 15January 10, ~~2024 (the “Issue Date”)~~2025, ~~the~~we ~~Company~~entered ~~issued~~into ~~and~~a ~~sold~~securities purchase toagreement ~~1800~~with ~~Diagonal~~GHS ~~Lending~~under ~~LLC,~~which awe ~~Virginia~~sold ~~limited~~95 ~~liability company~~shares ~~(“Diagonal”),~~of aour ~~Promissory~~Class ~~Note~~B ~~(the~~Preferred ~~“Diagonal~~Stock ~~Note”)~~at in$1,000 ~~the~~per ~~principal~~share, ~~amount~~raising of $9895,~~400~~000 ~~(the~~in ~~“Diagonal~~gross ~~Loan”)~~proceeds, ~~for~~and aissued ~~purchase~~an ~~price~~additional 10 shares of ~~$82,000,~~Common ~~reflecting~~Stock as an ~~original~~equity ~~issue~~incentive. ~~discount~~Concurrently, ofwe ~~$16,400,~~executed ~~which~~a ~~matures~~placement onagency ~~June~~agreement with 15Icon, ~~2025,~~whereby ~~pursuant~~ Icon agreed to aact ~~Securities~~on ~~Purchase~~a ~~Agreement,~~reasonable ~~dated~~best asefforts ofbasis ~~August~~in ~~15,~~connection ~~2024,~~with bythe financing and ~~between~~is ~~the~~entitled ~~Company~~to ~~and~~a ~~Diagonal.~~fee Inequal to ~~addition,~~2.0% of the ~~Company~~aggregate ~~reimbursed Diagonal’s~~gross ~~expenses~~proceeds (with an initial fee of $71,~~000~~800), with the net proceeds from the financing intended for general working capital purposes.

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

13On January 14, 2025, the Company entered into a common stock purchase agreement (the “January Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which, the Investor has committed, subject to the satisfaction or waiver of certain conditions, to purchase up to an aggregate of $1.0 million of shares of Common Stock, subject to certain limitations, from time to time and at the Company’s sole discretion (the “January Shares”), commencing on the date of the January Purchase Agreement and ending on December 31, 2025. Pursuant to the January Purchase Agreement, the Company has the option to exercise this right by providing a notice (a “Purchase Notice”) to the Investor setting forth the number of January Shares that the Company is requesting the Investor to purchase. The maximum number of January Shares that may be purchased pursuant to a Purchase Notice cannot exceed (i) 35,000,000 shares of Common Stock if the volume weighted average price of the Common Stock for the five business days prior to a Purchase Notice is less than $0.01, and (ii) an amount of shares of Common Stock which would have a purchase price of greater than $250,000. The purchase price for such January Shares will be the lowest traded price of the Common Stock on the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or any of the OTC Markets, whichever is the principal market on which the Common Stock is then listed and traded during the five Business Days prior to a Closing Date (as defined in the January Purchase Agreement) with respect to a Purchase Notice, as reported by Bloomberg, L.P., and multiplied by 75%; provided, however, that if at any time, such shares of Common Stock are listed and traded on The Nasdaq Stock Market LLC or another national securities exchange having similar price restriction, the purchase price will be ninety percent (90%) of the lowest volume weighted average price as reported by Bloomberg L.P., during the applicable pricing period.

~~Securities~~On January 14, 2025, as consideration for the ~~Purchase~~Investor’s ~~Agreement~~commitment to purchase the January Shares, the Company issued to the Investor a common stock purchase warrant (the “Investor Warrant”) to purchase up to a number of shares of Common Stock (the “Investor Warrant Shares”) with ~~GHS~~an ~~Investments~~aggregate ~~LLC~~value equal to 50% of the Commitment Amount divided by the Exercise Price (as defined below), which is based on a Company valuation of $5,000,000. The exercise price per Investor Warrant Share (the “Exercise Price”) will be calculated by dividing $5,000,000 by the total number of issued and outstanding shares of Common Stock as of the exercise date of the Investor Warrant. The Investor Warrant will expire on January 14, 2030. The Investor will not have the right to exercise any portion of the Investor Warrant to the extent that, after giving effect to such exercise, the beneficial ownership of the Investor, along with its affiliates, would exceed the Beneficial Ownership Limitation.

OnEnclave Capital LLC (“Enclave”) acted ~~August~~as 6,investment ~~2024,~~banker in connection with the ~~Company~~January ~~issued~~Purchase Agreement and ~~sold~~will receive a cash fee equal to ~~GHS,~~8.0% ~~and~~of ~~GHS~~the ~~purchased~~aggregate ~~from~~consideration received ~~us,~~by 50the ~~Additional~~Company ~~Shares~~at ~~for~~each aclosing ~~total~~under ~~purchase~~the ~~price~~Purchase ofAgreement ~~$50,000 and~~pursuant ~~paid~~to ~~Icon~~a ~~Capital~~letter ~~Group~~agreement ~~LLC~~dated ~~(“Icon”)~~November 6, as2024 ~~placement~~between ~~agent~~the Company and Enclave, ain ~~fee~~addition to reimbursement of ~~$1,000~~Enclave’s out-of-pocket expenses in connection with ~~such~~the ~~issuance~~services ~~and~~rendered ~~sale~~up to an aggregate of $50,000 for all services rendered thereunder.

On September 6, 2024, the Company issued and sold to GHS, and GHS purchased from us, 50 Additional Shares for a total purchase price of $50,000. In connection with this issuance and sale, the Company paid Icon, as placement agent, a fee of $1,000.F-13

~~Purchase~~ Item 2. Management’s Discussion and ~~Sale~~Analysis ~~Agreement~~of ~~with~~Financial ~~Private~~Condition ~~Seller~~and Results of Operations.

~~On June~~The ~~27,~~following ~~2024,~~discussion ~~the Company entered into the Purchase~~ and ~~Sale~~analysis ~~Agreement~~of ~~with a private seller, pursuant to which~~ the Company ~~agreed to~~’s ~~purchase~~financial ~~all~~condition ~~the rights, title~~ and ~~interest~~results inof ~~and~~operations toshould ~~the~~be ~~Property~~read ~~for a purchase price of $220,000~~ in ~~cash.~~conjunction ~~The~~with ~~acquisition is subject to customary closing conditions, including~~ the ~~receipt~~unaudited ofcondensed ~~adequate~~financial ~~financing,~~statements and ~~was expected to close on June 27, 2024. However,~~ the ~~closing~~notes ~~date~~thereto ~~was~~contained ~~extended~~elsewhere 90in ~~days~~this toQuarterly ~~September 25, 2024~~Report. ~~Pursuant~~Certain toinformation ~~the~~contained ~~terms~~in of the ~~Purchase~~discussion and ~~Sale~~analysis ~~Agreement,~~set ~~the~~forth ~~Company is entitled~~below toincludes ~~the~~forward-looking ~~cash~~statements ~~flow~~that ~~from~~involve ~~oil~~risks and ~~gas production attributable to the Property beginning on July 1, 2024~~uncertainties. ~~The Company is working to secure the requisite financing to complete this acquisition.~~

14Overview

~~Item~~Until November 2023, the Company was a medical 2technology or “MedTech” company that supplied a simple device and method to collect a breath sample for lab-based analysis. Exhaled ~~Management~~breath contains aerosols which originate from the lungs and blood. These aerosols contain revealing information for analytics, diagnostics, and therapeutics. The Company’s ~~Discussion~~patented method is called ExaBreath, and ~~Analysis~~it can collect, extract, detect and identify non-volatile compounds present in exhaled breath by utilizing existing lab-based testing infrastructure and procedures. ExaBreath is applicable in toxicology, pharmacology, and clinical biochemistry. SensAbues AB (“Sensabues”), the Company’s wholly-owned subsidiary, owns the core intellectual properties for the design of ~~Financial~~sample ~~Condition~~collection devices and ~~Results~~the methodologies to collect, extract and detect the non-volatile substances presented within aerosols in exhaled breath. During the nine months ended January 31, 2024, due to the difficulties in raising adequate capital, the significant cost of ~~Operations~~maintaining the patents, and delays in engaging appropriate commercialization partners, the management of the Company believed that the current business of commercializing the exhale breath technology patents was no longer feasible. The Company began winding-up the business of Sensabues to reduce operating expenses associated with maintaining the exhale breath technology patents.

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

~~Overview~~2

~~Until November~~Pursuant ~~2023~~to the Merger Agreement, at the ~~Company~~Effective Time ~~was~~(1) aeach ~~medical~~holder ~~technology~~of orcommon stock, par value $0.001 per share, of Verde (“~~MedTech~~Verde Common Stock”) ~~company~~received, ~~that~~for ~~supplied~~every aapproximately 300.47 ~~simple~~shares ~~device~~of ~~and~~Verde ~~method~~Common toStock, ~~collect~~one share of our common stock, par value $0.01 per share (“Common Stock”), (2) each holder aof ~~breath~~Series ~~sample~~A preferred stock, par value $0.001 per share, of Verde (“Verde Series A Preferred Stock”) received, for ~~lab-based~~every ~~analysis~~approximately 300.47 ~~Exhaled~~shares ~~breath~~of ~~contains~~Verde ~~aerosols~~Series ~~which~~A ~~originate~~Preferred ~~from~~Stock, ~~the~~one ~~lungs~~share of Class A Preferred Stock, and ~~blood.~~(3) ~~These~~each ~~aerosols~~holder ~~contain~~of Series C preferred stock, ~~revealing~~par ~~information~~value ~~for~~$0.001 ~~analytics~~per share, ~~diagnostics~~of Verde (“Verde Series C Preferred Stock”) received, ~~and~~for ~~therapeutics~~every 0.15 ~~The~~shares ~~Company’s~~of ~~patented~~Verde ~~method~~Series isC Preferred ~~called~~Stock, ~~ExaBreath~~one share of Class B Preferred Stock. No fraction of a share of Common Stock, Class A Preferred Stock or Class B Preferred Stock was issued by virtue of the Merger, and iteach ~~can~~person who would otherwise be entitled to a fraction of a share of Common Stock, Class ~~collect~~A Preferred Stock or Class B Preferred Stock (after aggregating all fractional shares of Common Stock, ~~extract~~Class A Preferred Stock and Class B Preferred Stock that otherwise would be received by such holder) had the number of shares of Common Stock, ~~detect~~Class A Preferred Stock and Class ~~identify~~B ~~non-volatile~~Preferred ~~compounds~~Stock ~~present~~issued to such person rounded up in ~~exhaled~~the ~~breath~~aggregate byto ~~utilizing~~the ~~existing~~nearest ~~lab-based~~whole ~~testing~~share ~~infrastructure~~of Common Stock, Class A Preferred ~~and~~Stock ~~procedures~~or Class B Preferred Stock. ~~ExaBreath~~At isthe ~~applicable~~Effective inTime, ~~toxicology~~we issued 6,917,770 ~~pharmacology~~shares of Common Stock, 1,665 shares of Class A Preferred Stock and ~~clinical~~5,345 ~~biochemistry~~shares of Class B Preferred Stock in connection with the Merger. ~~SensAbues~~Pursuant ABto ~~(“Sensabues”)~~the Merger Agreement, at the ~~Company~~Effective Time, we assumed (i) all of Verde’s ~~wholly-owned~~obligations ~~subsidiary~~under Verde’s common stock purchase warrant issued on December 8, ~~owns~~2021 (the ~~core~~“December Verde ~~intellectual~~Warrant”) ~~properties~~and ~~for~~issued and delivered to the ~~design~~December ofVerde ~~sample~~Warrant ~~collection~~holder, ~~devices~~in ~~and~~exchange for the December Verde Warrant, a common ~~methodologies~~stock purchase warrant to ~~collect,~~purchase ~~extract~~up ~~and~~to ~~detect~~205,962 ~~the~~shares ~~non-volatile~~of ~~substances~~Common ~~presented~~Stock, ~~within~~at ~~aerosols~~an inexercise ~~exhaled~~price ~~breath~~of $0.75 ~~During~~per share which expires on December 8, 2026 (the ~~nine~~“ December Company Warrant”) and (ii) all of Verde’s obligations under Verde’s common stock purchase ~~months~~warrant ~~ended~~issued on January 3127, ~~2024,~~2022 ~~due~~(the “January Verde Warrant”) and issued and delivered to the ~~difficulties~~January Verde Warrant holder, in ~~raising~~exchange ~~adequate~~for ~~capital~~the January Verde Warrant, ~~the~~a ~~significant~~common ~~cost~~stock ofpurchase ~~maintaining~~warrant ~~the~~to ~~patents~~purchase up to 210,195 shares of Common Stock, at an exercise ~~and~~price ~~delays~~of in$0.75 ~~engaging~~per ~~appropriate~~share ~~commercialization~~which ~~partners~~expires on January 27, 2027 (the ~~management~~“ ofJanuary Company Warrant”). Both the December Company ~~believed~~Warrant and ~~that~~January ~~the~~Company ~~current~~Warrants ~~business~~are subject to a beneficial ownership limitation of ~~commercializing the~~4.99% ~~exhale~~of ~~breath~~the ~~technology~~number ~~patents~~of ~~was~~shares noof ~~longer~~Common ~~feasible.~~Stock ~~The~~outstanding immediately ~~Company~~after ~~began~~giving ~~winding-up~~effect to the ~~business~~issuance of ~~Sensabues~~shares toof ~~reduce~~Common ~~operating expenses~~Stock ~~associated~~issuable ~~with~~upon ~~maintaining~~exercise of the ~~exhale~~each ~~breath~~of ~~technology~~the ~~patents~~December Company Warrant and January Company Warrant, respectively.

~~In connection~~Also ~~with~~in ~~the~~connection winding-up of the business of Sensabues, management of the Company sought to establish a new business segment to develop energy related businesses which led to the entry into that certain agreement and plan of merger with ~~Verde Bio Holdings, Inc., a Nevada corporation and a growing U.S. energy company engaged in~~ the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the United States (“Verde”), and Formation Minerals Inc., a Nevada corporation and the Company’s then wholly-owned subsidiary (“Merger ~~Sub”)~~, ~~as of December 11, 2023, as amended~~effective asimmediately offollowing ~~February 8, 2024 (~~the ~~“Merger~~Effective ~~Agreement”), providing for the merger of Merger Sub with and into Verde, with Verde continuing as the surviving entity (the “Merger”). The Merger was completed effective at 4~~Time:15 ~~p.m., Eastern Time, on May 9, 2024~~ (~~the “Effective Time”~~i) ~~and the separate existence of Merger Sub ceased. Following the Effective Time,~~ pursuant to ~~articles of merger filed with~~ the ~~Nevada~~Merger ~~Secretary~~Agreement ~~of State, Verde was merged with~~ and ~~into~~ the ~~Company~~side ~~with~~letter ~~the~~dated ~~Company continuing~~ as ~~the surviving corporation and the Company changed its name to “Formation Minerals, Inc.”. Following the Merger, the Company has been focused on the acquisition and exploitation~~ of ~~upstream~~February ~~energy assets~~6, ~~specifically targeting oil and gas mineral interests, oil and gas royalty interests and select non-operated working interests. In connection with the Merger, (i) on May 2,~~ 2024, ~~the~~by ~~Certificates of Designation of Preferences, Rights~~ and ~~Limitations of the Class A preferred stock, par value $0.001 per share, of the Company and the Class B preferred~~ ~~stock,~~among ~~par value $0.001 per share, of~~ the Company ~~were cancelled with the Nevada Secretary of State and (ii) on May 9~~, ~~2024,~~Verde ~~we amended~~ and ~~restated our articles of incorporation (the “Amended and Restated Articles of Incorporation”) to~~Spartan, ~~among other modifications, (a) increase the number of shares of capital stock which~~ we ~~are~~issued ~~authorized~~ to ~~issue~~Spartan ~~to 2~~5,000,000~~,000~~ shares, ~~(b) authorize the issuance~~ of upCommon toStock ~~150,000,000~~in ~~shares~~consideration of ~~“blank~~services ~~check”~~Spartan ~~preferred stock, the rights, preferences and privileges of which may be designated~~provided ~~from time~~ to ~~time~~Verde; ~~by our board of directors (the “Board”)~~ and (cii) ~~provide~~pursuant ~~that~~to ~~special meetings of stockholders may be called only by our Board. Also on May 9, 2024, following~~ the ~~filing~~Merger ~~of the Amended and Restated Articles of Incorporation~~Agreement, we ~~filed~~issued ato ~~Certificate of~~Li ~~Designation~~Sze ofTang ~~Preferences~~23,110,000 ~~Rights~~shares ~~and Limitations~~ of ~~Class~~Common ~~A Preferred~~ Stock, ~~and~~in aconsideration ~~Certificate~~ of ~~Designation of Preferences, Rights~~services ~~and~~provided ~~Limitations of Class B Preferred Stock, with the Nevada Secretary of State~~ to ~~reflect~~ the ~~Board’s~~Company ~~designation of 2,000 shares of our authorized and unissued preferred stock~~ as ~~Class~~an Aadvisor ~~Preferred~~in ~~Stock~~connection ~~and~~with ~~10,000~~the ~~shares~~Merger ~~of our authorized~~ and ~~unissued preferred stock as Class B Preferred Stock, and establishment of~~ the ~~voting powers, designations, preferences and relative participation and~~ other ~~rights~~ ~~and~~transactions ~~qualifications,~~contemplated ~~limitations~~in ~~and~~the ~~restrictions~~Merger ~~thereof as set forth therein~~Agreement.

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

15Critical accounting policies

~~Also in~~The ~~connection~~unaudited ~~with~~condensed ~~the~~consolidated ~~Merger, effective immediately following the Effective Time: (i) pursuant to the Merger Agreement and the side~~financial ~~letter~~statements ~~dated~~have asbeen ofprepared ~~February~~in 6,accordance ~~2024~~with byU.S. ~~and~~GAAP ~~among the Company, Verde~~ and ~~Spartan,~~are weexpressed ~~issued to Spartan 5,000,000 shares of Common Stock~~ in ~~consideration~~United ofStates ~~services~~Dollars. ~~Spartan~~The ~~provided~~Company’s tocritical ~~Verde; and (ii) pursuant to the Merger Agreement, we issued to Li Sze Tang 23,110,000~~accounting ~~shares~~policies ofare ~~Common~~reflected ~~Stock~~ in ~~consideration~~Footnote 2 of ~~services provided to~~ the ~~Company~~financial ~~as an advisor in connection with the Merger and the other transactions contemplated in the Merger Agreement.~~statements

~~Critical accounting~~Financial ~~policies~~Position

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

Reverse Acquisition

	October 31, 2024 $			April 30, 2024 $
Current Assets		128,253			153,828
Current Liabilities		3,252,450			2,538,621
Working Capital (Deficit)		(3,124,197	)		(2,384,793	)

~~The Merger~~Three ~~was~~months ~~accounted~~ended ~~for~~October ~~as a “reverse acquisition” since~~31, immediately following completion of the Merger, the stockholders of Verde acquired control of FOMI. For accounting purposes, Verde was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Verde (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Verde). Accordingly, the historical financial statements, consolidated assets, liabilities and results of operations of Verde became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with those of Verde beginning at the Effective Time. No step-up in basis or intangible assets or goodwill were recorded in the Merger. The difference between the reverse acquisition transaction consideration and the net assets acquired is treated as a reduction in equity.2024

~~Use of Estimates~~Revenue

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

		October 31, 2024 $				October 31, 2023 $
Revenue			87,281				59,496

The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable relating to oil and gas interests which is based on the operator’s production statements, carrying value of oil and gas properties, the useful life, carrying value, and incremental borrowing rate used for right of use assets and lease liabilities, the fair value of stock-based compensation, shares issued to acquire and exchange other equity instruments and equity classified warrants, revenue recognition including the calculation of the reserves and the fair value of the reserves for oil and gas interests, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.4

~~Basic and Diluted Earnings / Loss per Share~~Expenses

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

	October 31, 2024 $		October 31, 2023 $
Consulting fees		24,375		70,616
Depletion expense		35,065		39,200
Depreciation expense		-		15,483
General and administrative		341,869		191,845
Professional fees		375,483		45,680
Project expenditures		-		-
Stock compensation		306,000		-
Total operating expenses		1,082,792		362,824

16Six months ended October 31, 2024

~~Fair Value Measurements~~Revenue

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

	October 31, 2024 $		October 31, 2023 $
Revenue		123,420		135,190

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

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

	October 31, 2024 $		October 31, 2023 $
Consulting fees		80,410		155,859
Depletion expense		53,315		95,283
Depreciation expense		-		30,966
General and administrative		841,392		349,477
Professional fees		527,789		127,305
Project expenditures		-		6,581
Stock compensation		306,000		-
Total operating expenses		1,808,906		765,471

~~Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.~~5

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

	October 31, 2024 $			October 31, 2023 $
Cash Flows used in Operating Activities		(505,864	)		(628,875	)
Cash Flows provided by Investing Activities		140,000			329,869
Cash Flows provided by Financing Activities		371,715			313,145

~~Leases~~Assets, Liabilities and Working Capital

~~The Company~~As isat October 31, 2024, the ~~lessee~~Company had $9,555 in acash ~~lease~~and ~~contract~~total ~~when~~assets ~~the~~of ~~Company~~$329,674 ~~obtains~~compared ~~the~~to ~~right~~cash toof ~~use~~$3,704 ~~the~~and ~~asset~~total assets of $548,564 as at April 30, 2024. ~~Operating~~The ~~leases~~Company’s cash ~~are~~increased ~~included~~primarily indue to proceeds from the ~~line items~~sale ~~right-~~of~~-use~~ ~~asset,~~equity ~~lease~~and ~~liabilities,~~the ~~current,~~placement ~~and~~of ~~lease~~notes ~~liabilities~~payable during the period ending October 31, 2024. ~~long-term~~The decrease in total assets was due to the ~~consolidated~~sale ~~balance~~of ~~sheet~~certain mineral properties during the three months ended July 31, 2024.

~~ROU asset~~As ~~represents~~of ~~the~~October ~~Company’s~~31, ~~right~~2024, ~~to use an underlying asset for~~ the ~~lease~~Company ~~term~~had ~~and~~total liabilities ~~lease~~of ~~obligations~~$3,252,450 ~~represent~~compared ~~the Company’s obligations~~ to ~~make~~total ~~lease~~liabilities ~~payments~~of ~~arising from the lease~~$2,538,621 ~~both~~as ofat ~~which~~April ~~are~~30, ~~recognized~~2024. ~~based~~The onincrease ~~the~~in ~~present~~total ~~value~~liabilities offrom the ~~future minimum~~ ~~lease~~year ~~payments~~end ~~over~~was ~~the~~primarily ~~lease~~due ~~term~~to atan ~~the~~increase ~~commencement~~in ~~date. The~~ Company’s ~~determines~~accounts ~~the~~payable ~~lease~~of ~~term~~approximately ~~by agreement with lessor~~$1.43 Asmillion ~~the~~as ~~Company’s lease~~a ~~does~~result ~~not~~of ~~provide~~various ~~implicit~~Merger transaction ~~interest~~related ~~rate,~~expenses and the ~~Company~~net ~~uses~~increase ~~the~~in ~~Company’s~~notes ~~incremental~~payable ~~borrowing~~of ~~rate~~$110,000, ~~based~~offset onby the ~~information available~~extinguishment atof ~~commencement~~warrant ~~date~~liabilities in ~~determining~~ the ~~present~~amount ~~value~~ of ~~future~~approximately ~~payments~~$1.22 ~~Refer to Note 10 for further discussion~~million.

~~Leases with~~As at October 31, 2024, the Company had a ~~lease~~working capital ~~term~~deficit of 12$3,124,197 ~~months~~compared orto ~~less~~a atworking ~~inception~~capital ~~are~~deficit ~~not~~of ~~recorded~~$2,384,793 onas ~~the~~of ~~consolidated~~April ~~balance~~30, ~~sheets~~2024. ~~and~~The ~~are~~increase ~~expensed~~in onthe aworking ~~straight-line~~capital ~~basis~~deficit ~~over~~was due to the ~~lease~~use ~~term~~of incash ~~the~~for ~~consolidated~~operating ~~statements~~activities ofbeing ~~income~~greater ~~(loss)~~than cash provided by investing and financing activities.

~~Recent Accounting Pronouncements~~6

~~The Company~~Comparison ~~has~~of ~~implemented~~the ~~all~~Three ~~new~~Month ~~accounting~~Period ~~pronouncements that are in effect. These pronouncements did not have any material impact on~~Ended ~~the~~October ~~financial~~31, ~~statements~~2024 ~~unless~~and ~~otherwise~~October ~~disclosed~~31, ~~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.~~2023

17Revenues

~~Financial~~During the three months ended October 31, 2024, ~~Position~~the Company recorded revenue of $87,281 compared to revenue of $59,496 during the three months ended October 31, 2023, an increase of $27,785. Revenues were derived from our interests in various oil and gas properties and the increase in royalty revenues in the current period was attributed to higher production by the operators due to higher oil and gas prices. As part of the revenue generated from the oil and gas properties, the Company recorded depletion expense of $35,065 during the three months ended October 31, 2024 compared to depletion expense of $39,200 during the three month period ended October 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

~~Working Capital~~Expenses and Net Loss

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

During the three months ended October 31, 2024, the Company recorded general and administrative expenses of $341,869 compared to $191,845 during the three months ended October 31, 2023, an increase of $130,437. The increase in general and administrative expenses was primarily due to an increase in professional fees in expenses as a result of the Merger transaction during the three months ended October 31, 2024, and an increase in wages during the period of $50,000.

~~Revenue~~Net loss for the three months ended October 31, 2024 was $(1,016,569) as compared to a net loss of $(331,912) during three months ended October 31, 2023. Interest and finance charges decreased from $28,584 during the three months ended October 31, 2023 to $21,058 during the three months October 31, 2024. The decrease in net income was primarily due to stock compensation of $306,000, and increases in professional fees of $330,000 and general and administrative expenses of $150,000 during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023.

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

For the three months ended October 31, 2024, the Company recorded net loss per share of $0.01, which represented a decrease of $0.05 compared to the three months ended October 31, 2023 primarily due to the increase in net loss in the three months ended October 31, 2024 as compared with a net loss in the three months ended October 31, 2023.

~~Expenses~~ 7

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

Comparison of the Six Month Period Ended October 31, 2024 and October 31, 2023

~~Cash Flows~~Revenues

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

During the six months ended October 31, 2024, the Company recorded revenue of $123,420 compared to revenue of $135,190 during the six months ended October 31, 2023, a decrease of $11,770. Revenues were derived from our interests in various oil and gas properties and the decrease in royalty revenues in the current period was attributed to lower production by the operators due oil and gas prices which, on average, were lower during the period, as well as the sale of oil and gas properties during the current period. As part of the revenue generated from the oil and gas properties, the Company recorded depletion expense of $53,315 during the six months ended October 31, 2024 compared to depletion expense of $95,283 during the six month period ended October 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves.

18Expenses and Net Loss

~~Comparison of~~During the ~~Three~~six ~~Month~~months ~~Period~~ended ~~Ended~~October ~~July~~ 31, 2024, the Company recorded general and ~~July~~administrative expenses of $841,392 compared to $349,477 during the six months ended October 31, 2023, an increase of $491,915. The increase in general and administrative expenses was primarily due to an increase in professional fees in expenses as a result of the Merger transaction during the six months ended October 31, 2024.

~~Assets~~Net loss for the six months ended October 31, ~~Liabilities~~2024 was $(727,615) as compared to a net loss of $(649,708) during six months ended October 31, 2023. Interest and ~~Working~~finance ~~Capital~~charges decreased from $61,009 during the six months ended October 31, 2023 to $7,526 during the six months October 31, 2024. The increase net loss of $92,320 was primarily due to the gain from the extinguishment of warrant liabilities of $1.043 million offset by an increase in operating expenses of $1,043,000 during the six months ending October 31, 2024 as compared to the six months ending October 31, 2023.

~~As at~~For ~~July~~the six months ended October 31, 2024, the Company ~~had~~recorded nonet ~~cash~~loss ~~and~~per ~~total~~share ~~assets~~ of $~~325~~0.01,~~153~~ ~~compared~~which torepresented ~~cash~~an decrease of $~~3,704~~0.11 ~~and~~compared ~~total~~to ~~assets~~the ofsix ~~$548,564~~months asended ~~at April~~October 3031, ~~2024. The Company’s cash decreased~~ 2023 primarily due to the ~~fact~~decrease ~~that~~in ~~the~~net ~~Company~~loss ~~spent~~in ~~more~~the ~~cash~~six onmonths ~~its~~ended ~~operating~~October ~~activities compared~~31, to2024 ~~cash~~as ~~flows~~compared ~~generated~~with ~~from~~a ~~its~~net ~~royalty~~loss ~~income and supported by additional cash financing from investing and financing activities. The decrease~~ in ~~total assets was due to~~ the ~~sale~~six ~~of certain mineral properties during the three~~ months ended October ~~July~~ 31, ~~2024~~2023.

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

~~As at~~During ~~July~~the six months ended October 31, 2024, the Company ~~had~~used a$(505,864) ~~working~~of ~~capital~~cash ~~deficit~~for ofoperating ~~$2,460,908~~activities compared towith a$(628,875) ~~working~~cash ~~capital~~for ~~deficit~~operating ofactivities ~~$2,384,793~~during asthe ofsix ~~April~~months 30ended October 31, ~~2024~~2023. The increase in the ~~working~~use ~~capital~~of ~~deficit~~cash for operating activities was due to ~~the~~a ~~use~~decrease ofin ~~cash~~net ~~for~~loss, ~~operating~~which ~~activities~~increased ~~being~~the cash ~~greater~~inflows ~~than~~from ~~cash~~operating ~~provided by~~activities ~~investing~~compared ~~and~~to ~~financing~~prior ~~activities~~year.

~~Revenues~~Cash Flows from Investing Activities

During the ~~three~~six months ended ~~July~~October 31, 2024, the Company ~~recorded~~generated ~~revenue~~$140,000 of ~~$36,139~~cash in investing activities compared to ~~revenue~~$329,869 offor ~~75,649~~investing activities during the ~~three~~six months ended ~~July~~October 31, 2023~~, a decrease of $39,555~~. ~~Revenues~~Proceeds ~~were derived~~ from ~~our~~investing ~~interests~~activities inconsists ~~various~~of ~~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~~for ~~the~~aggregate ~~current~~proceeds ~~period. As part~~ of ~~the revenue generated from the oil and gas properties, the Company recorded depletion expense of~~ $18140,251 during the three months ended July 31, 2024 compared to depletion expense of $56,083 during the three month period ended July 31, 2023 which represents the proportionate use of the produced units in the properties relative to proven and probable reserves000.

~~Expenses and Net Loss~~8

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

~~Net income~~During ~~for~~ the ~~three~~six months ended ~~July~~October 31, 2024 ~~was $289~~,~~013~~ the asCompany ~~compared~~received ~~to a net loss of~~ $~~(316~~371,~~796)~~715 ~~during~~of ~~three~~proceeds ~~months~~from ~~ended~~financing ~~July~~activities ~~31, 2023.~~compared ~~Interest~~to ~~and~~proceeds ~~finance~~of ~~charges increased from~~ $1313,~~728~~145 induring ~~three~~the six months ended ~~July~~ October 31, 2023. toThe ~~$61,867~~decrease in ~~the~~proceeds ~~three~~from ~~months~~financing ~~July~~activities ~~31, 2024. The net income~~ was primarily due to aless ~~gain~~loans ~~recognized~~provided ~~upon~~by ~~extinguishment~~a ofrelated ~~warrant~~party ~~liabilities~~ in the ~~amount~~six ~~of $1,043,542 in~~months ~~the~~October ~~three months ended July~~ 31, 2024 ~~compared to $Nil for the three months ended July 31, 2023~~.

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

19At October 31, 2024, the Company had $9,555 cash and total assets of $329,674 compared to cash of $3,704 and total assets of $548,564 at April 30, 2024.

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

~~During~~On December 5, 2024, we entered into a purchase and sale agreement (the ~~three~~“Purchase ~~months~~and ~~ended~~Sale ~~July~~Agreement”) ~~31,~~with ~~2024~~a private buyer, ~~the~~pursuant ~~Company~~to ~~used~~which ~~$289~~we agreed to sell all our rights,~~100~~ title ofand ~~cash~~interest ~~for~~in ~~operating~~and ~~activities~~to ~~compared~~various ~~with~~oil, ~~$388~~gas,~~585~~ ~~cash~~condensate, ~~for~~and ~~operating activities~~other ~~during~~hydrocarbons ~~the~~that ~~three~~may ~~months~~be ~~ended~~produced ~~July~~and ~~31,~~saved ~~2023.~~from ~~The~~the ~~decrease~~lands described in certain oil, gas and mineral leases, for the ~~use~~purchase price of $75,000 in cash, ~~for~~effective ~~operating activities~~as ~~was~~of ~~due~~December to1, a2024. ~~decrease~~The inPurchase ~~overall~~and Sale ~~royalty~~Agreement ~~income~~includes customary representations, ~~which~~warranties ~~decreased~~and ~~the~~covenants ~~cash~~for ~~inflows~~a ~~from~~transaction ~~operating~~of ~~activities~~this ~~compared~~type. toThe ~~prior~~transaction closed on ~~year~~December 6, 2024.

~~Cash~~In addition, since the closing of the Merger, ~~Flows~~we ~~from~~have ~~Investing~~completed ~~Activities~~seven capital raises, raising gross proceeds of approximately $551,000.

~~During~~Our principal cash requirements are to finance the ~~three~~growth ~~months~~of ~~ended~~our ~~July 31~~operations, ~~2024~~including working capital and capital expenditures and for other general corporate purposes. Our future capital requirements will depend on many factors, ~~the~~including ~~Company~~our ~~generated~~acquisition ~~$140~~pipeline and revenue growth. Equity or debt financing may not be available to us on acceptable terms or at all. If sufficient funds are not available or are not available on acceptable terms,~~000~~ our ability to take advantage of ~~cash~~unexpected inbusiness ~~investing~~opportunities ~~activities~~or ~~compared~~to respond to ~~$329,829~~competitive ~~for~~pressures ~~investing~~could be limited or severely ~~activities~~constrained. ~~during~~The Company expects to continue to finance its future operations primarily through the ~~three~~stockholders ~~months~~of ~~ended~~the ~~July~~Company, 31through the incurrence of debt, ~~2023~~through public offerings and through other strategic financing opportunities. ~~Proceeds~~In ~~from~~the ~~investing~~event ~~activities~~that ~~consists~~the Company requires ofadditional funding to finance the ~~sale~~growth of ~~oil~~the Company’s current and ~~gas~~expected ~~properties~~future ~~for~~operations ~~aggregate~~as ~~proceeds~~well as to achieve our strategic objectives, certain stockholders of ~~$140~~the Company have indicated their intent and ability to provide additional equity financing. Absent additional capital raising,~~000~~ 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.

~~Cash~~Issuances of additional shares will result in ~~Flows~~dilution ~~from~~to ~~Financing~~existing ~~Activities~~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.

During the three months ended July 31, 2024, the Company received $140,516 of proceeds from financing activities compared to proceeds of $233,145 during the three months ended July 31, 2023. The decrease in proceeds from financing activities was primarily due to less loans provided by a related party in the three months July 31, 2024.9

~~Liquidity and~~Going ~~Capital Resources~~Concern

AsThe Company’s condensed interim consolidated offinancial ~~July~~statements for the three- and six-month periods ended October 31, 2024 have been prepared on a going concern basis, which implies that the Company ~~had~~will nocontinue ~~cash~~to ~~and~~realize ~~total~~its assets and discharge its liabilities in the normal course of business. During the period ended October 31, 2024, the Company had a net income of $~~325~~(727,~~153~~615) ~~compared~~and toused cash of $3(505,~~704~~864) ~~and~~for ~~total~~operating ~~assets~~activities. At October 31, 2024, the Company had an accumulated deficit of $~~548~~(21,~~564~~333,808). The continuation of the Company as ata going concern is dependent upon our ~~April~~ability 30to identify future investment opportunities and obtain the necessary debt or equity financing and generating profitable operations from the Company’s future operations. In the past, the Company has relied, and expects to continue to rely on, the issuance and sale of shares of Common Stock and preferred stock in order to continue to fund its business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date the Company’s financial statements for the three- and six-month periods ended October 31, 2024 were issued on February 14, 2025. The Company’s financial statements for the three- and six-month period ended October 31, 2024 do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Since the~~Item closing of the Merger, our management has been focused on developing our energy-related businesses, including continuing with Verde’s business plan of acquiring and managing cash flowing, oil and gas minerals and royalties, which management expects will present new opportunities in the oil, gas and mineral industries, increasing our presence and reputation in the energy space more broadly3. InQuantitative ~~addition, since the closing of the Merger the Company has received notice that over fourteen (14) new wells were in the process of being brought online on our oil~~ and ~~gas~~Qualitative ~~properties.~~Disclosures ~~The~~About ~~main~~Market areas of these new wells being brought online and new development continue to be on the Company’s Permian Basin and Haynesville Shales properties which management believes adds concrete, new oil and gas development assets to the Company’s portfolio. Management continues to actively manage its portfolio to maximize stockholder value, including by identifying potential sales of non-core assets to allow for the reinvestment of those proceeds into the higher growth areas. In May 2024, the Company sold five lower-performing, non-core assets for $140,000 in cash and is working to reinvest the proceeds into better performing royalty properties. In addition, since the closing of the Merger, we have completed five capital raises, raising gross proceeds of approximately $371,450 with the potential for an additional $100,000.Risk

~~Our principal~~We ~~cash requirements~~ are toa ~~finance~~smaller ~~the~~reporting ~~growth~~company ofas ~~our operations, including working capital and capital expenditures and for other~~defined ~~general~~by ~~corporate~~Rule ~~purposes.~~12b-2 ~~Our~~of ~~future~~the ~~capital~~Exchange ~~requirements~~Act ~~will depend on many factors, including our acquisition pipeline~~ and ~~revenue growth. Equity or debt financing may not be available to us on acceptable terms or at all. If sufficient funds~~ are not ~~available~~required ~~or are not available on acceptable terms, our ability~~ to ~~take~~provide advantage of unexpected business opportunities or to respond to competitive pressures could be limited or severely constrained. The Company expects to continue to finance its future operations primarily through the ~~stockholders of~~information ~~the~~otherwise ~~Company,~~required ~~through~~under ~~the~~this ~~incurrence of debt, through public offerings and through other strategic financing opportunities~~item. 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~~We ~~additional~~have ~~shares~~not ~~will~~engaged ~~result~~ in ~~dilution~~any tohedging ~~existing~~activities since ~~stockholders.~~our ~~There~~inception isand ~~no assurance that~~ we ~~will~~do ~~achieve~~not ~~any~~expect ~~additional~~to ~~sales of~~engage ~~the~~in ~~equity~~any ~~securities~~hedging oractivities ~~arrange~~with ~~for~~respect ~~debt~~to orthe ~~other~~market ~~financing~~risk to ~~fund~~which ~~planned~~we ~~acquisitions~~are ~~and exploration activities~~exposed.

~~Going Concern~~Item 4. Controls and Procedures

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

20The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer who also serves as its Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls over financial reporting are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

~~Item~~At the end of the period being reported upon, 3the Company carried out an evaluation, under the supervision and with the participation Company’s Chief Executive Officer who also acts as our Chief Financial Officer in consultation with the Company’s independent public accounting firm, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and identified certain matters involving internal controls and procedures that the Company’s management considered to be material weaknesses as described in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024, under the standards of the Public Company Accounting Oversight Board. ~~Quantitative~~The Company’s management believes that these material weaknesses did not have an effect on the Company’s financial results. However, the Company’s management believes that these material weaknesses resulted in ineffective oversight in the establishment and ~~Qualitative~~monitoring of ~~Disclosures~~required ~~About~~internal ~~Market~~controls ~~Risk~~and procedures, which could result in a material misstatement in the Company’s financial statements in future periods. The Company’s management recognizes that its controls and procedures would be substantially improved if the Company had adequate staffing and an audit committee and as such is actively seeking to remediate this issue.

~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~10

WeBased on the foregoing, our Chief Executive Officer ~~have~~who ~~not~~also ~~engaged~~acts inas ~~any~~out ~~hedging~~Chief ~~activities~~Financial ~~since~~Officer concluded that, as of October 31, 2024, our ~~inception~~disclosure controls and weprocedures dowere ~~not~~ineffective to ~~expect~~ensure that the material information required to ~~engage~~be included in ~~any~~our ~~hedging~~Securities ~~activities~~and ~~with~~Exchange ~~respect~~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 ~~market~~time ~~risk~~periods tospecified ~~which~~in weSecurities ~~are~~and ~~exposed~~Exchange Commission rules and forms relating to the Company.

~~Item~~As the Company grows and operations increase, 4it is important for management to establish, document and communicate consistent processes over financial reporting to ensure accuracy over financial data and to prevent and detect fraud. ~~Controls~~In an effort to remediate the identified material weaknesses and ~~Procedures~~other deficiencies and enhance our internal controls, as the Company grows and operations increase and as sufficient funds become available to us, we plan to:

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

~~The Company~~● ~~maintains~~recruit ~~disclosure controls~~ and ~~procedures~~appoint ~~that~~one ~~are~~or ~~designed~~more tooutside ~~ensure~~directors ~~that information required~~ to beour ~~disclosed~~board inof ~~the~~directors ~~Company’s Exchange~~who ~~Act~~shall ~~reports~~be isappointed ~~recorded,~~to ~~processed,~~an ~~summarized~~audit ~~and~~committee ~~reported~~resulting ~~within~~in ~~the~~a ~~time~~fully ~~communicated~~functioning toaudit ~~the~~committee ~~Company’s management, including its Chief Executive Officer~~ who ~~also~~will ~~serves~~undertake ~~as its Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on~~ the ~~definition~~oversight ~~of “disclosure controls and procedures”~~ in ~~Rule~~the ~~13a-15(e).~~establishment ~~The Company’s disclosure controls~~ and ~~procedures~~monitoring ~~are designed to provide a reasonable level~~ of ~~assurance~~required ofinternal ~~reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure~~ controls and procedures, ~~management~~such ~~recognized~~as ~~that~~reviewing ~~any controls~~ and ~~procedures, no~~approving ~~matter~~estimates ~~how well designed~~ and ~~operated,~~assumptions ~~can~~made ~~provide~~by ~~only reasonable assurance of achieving the desired control objectives, and~~ management ~~necessarily~~ ~~was~~when ~~required~~funds to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls over financial reporting are ~~designed~~available to ~~provide reasonable assurance with respect to financial statement preparation and presentation~~us.

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

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

21There were no changes in the Company’s internal controls over financial reporting during the three month period ended October 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

As the Company grows and operations increase, it is important for management to establish, document and communicate consistent processes over financial reporting to ensure accuracy over financial data and to prevent and detect fraud. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, as the Company grows and operations increase and as sufficient funds become available to us, we plan to:11

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

●Item ~~recruit~~1. ~~and~~Legal appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.Proceedings

~~We intend to work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation~~None.

~~Changes in~~Item ~~Internal~~1A. ~~Control~~Risk ~~Over Financial Reporting~~Factors

~~There were~~Factors nothat ~~changes~~could incause ~~the~~our ~~Company’s~~actual ~~internal~~results ~~controls~~to differ ~~over~~materially ~~financial~~from ~~reporting~~those ~~during~~in ~~the~~this ~~three~~Quarterly ~~month~~Report ~~period~~include ~~ended~~the ~~July~~risk ~~31,~~factors ~~2024~~described ~~that have~~in ~~materially~~our ~~affected,~~Annual orReport ~~are~~on ~~reasonably~~Form ~~likely~~10-K tofiled ~~materially~~with the ~~affect,~~SEC ~~our~~on ~~internal~~August ~~controls~~13, ~~over financial reporting~~2024.

22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~PART~~On October 10, 2024, the Company issued II4,500,000 shares of Common Stock, to PCG Advisory, Inc. ~~OTHER~~(“PCG”) ~~INFORMATION~~pursuant to a services agreement dated June 1, 2024 (the “PCG Issuance”), as compensation for consulting services provided and to be provided by PCG thereunder. The PCG Issuance was made in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended, and applicable state securities laws, and no cash proceeds were received by the Company in

~~Item 1.~~connection ~~Legal~~with ~~Proceedings~~this transaction.

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 1A~~None. ~~Risk Factors~~

~~Factors that~~Item ~~could~~4. ~~cause~~Mine ~~our~~Safety ~~actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on August 13, 2024.~~Disclosures

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~Pursuant to~~Item the Merger Agreement, effective as of the Effective Time, the Company assumed all of Verde’s obligations under Verde’s common stock purchase warrant issued on December 8, 2021 (the “December Verde Warrant”) and issued and delivered to the December Verde Warrant holder, in exchange for the December Verde Warrant, a common stock purchase warrant to purchase up to 205,962 shares of Common Stock, at an exercise price of $05.75 ~~per~~Other share which expires on December 8, 2026 (the “December Company Warrant”). The December Company Warrant is subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the December Company Warrant. The December Company Warrant and any shares of Common Stock issued upon conversion thereof will be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.Information

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

~~None.~~12

Item 4 6. ~~Mine Safety Disclosures~~Exhibits

~~None.~~The following exhibits are filed as part of this 10-Q:

Item 5. Other Information

Exhibit Number		Description
2.1†		Agreement and Plan of Merger, dated as of December 11, 2023, between SensaSure Technologies Inc., (now known as Formation Minerals, Inc.), Formation Minerals Inc., and Verde Bio Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2023).
2.2		Amendment to Agreement and Plan of Merger, dated February 8, 2024, by and among SensaSure Technologies Inc., (now known as Formation Minerals, Inc.), Formation Minerals Inc. and Verde Bio Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2024).
3.1		Composite Copy of Amended and Restated Articles of Incorporation of Formation Minerals Inc., dated May 9, 2024, as amended as of May 9, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
3.2		Amended and Restated By-Laws, of SensaSure Technologies, Inc. (now known as Formation Minerals, Inc.), as amended as of May 9, 2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
4.1		Certificate of Designation of Preferences, Rights and Limitations of the Class A Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
4.2		Certificate of Designation of Preferences, Rights and Limitations of the Class B Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2024).
4.3		Certificate of Correction, filed June 12, 2024, to the Certificate of Designation of Preferences, Rights and Limitations of the Class B Convertible Preferred Stock of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated May 9, 2024. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2024).
4.4		Form of Common Stock Purchase Warrant of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated as of May 9, 2024 (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 5, 2024).
4.5		Form of Common Stock Purchase Warrant of SensaSure Technologies Inc. (now known as Formation Minerals, Inc.), dated as of May 9, 2024.
10.1†		Securities Purchase Agreement, dated August 15, 2024, by and between Formation Minerals, Inc. and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2024).

~~None.~~13

10.2		Promissory Note, dated August 15, 2024, issued by Formation Minerals, Inc., as Borrower, to 1800 Diagonal Lending LLC, as Holder (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2024).
10.3		Form of Conversion and Subscription Agreement, dated as of October 4, 2024, by and between Formation. Minerals, Inc. and certain stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2024
10.4		Consulting Agreement, dated as of June 1, 2024, by and between Formation Minerals, Inc. and PCG Advisory, Inc.*
31.1**		Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 6. Exhibits

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

~~The following exhibits are filed as part of this 10-Q:~~14

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

SIGNATURES

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

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

FORMATION MINERALS, INC.

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

Date:	February 14, 2025

~~SIGNATURES~~15

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

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FORMATION MINERALS, INC.
By:	/s/ Scott A. Cox
	Scott A. Cox
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date:	September 23, 2024

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