STOCK BASED COMPENSATION

3 Months Ended

12 Months Ended

Jul. 31, 2022

Apr. 30, 2022

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 6 – STOCK BASED COMPENSATION

Stock Options:

The following table summarizes stock option activity of the Company for the three months ended July 31, 2022:

	Stock Options Outstanding
	Number of		Weighted Average Exercise		Weighted Average Remaining Contractual		Aggregate Intrinsic
	Options		Price		Life (Years)		Value
Outstanding, April 30, 2022		1,200,000	$	0.05		1.96	$	-
Outstanding, July 31, 2022		1,200,000	$	0.05		1.96	$	-
Exercisable, July 31, 2022		1,200,000	$	0.05		1.96	$	-

Stock Warrants:

Effective May 8, 2022, 1,500,000 warrants issued in relation to an original $150,000 convertible secured promissory noted issued May 2019 expired unexercised.

On May 23, 2022, in relation to a $560,000 Convertible Secured Promissory Note, the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 13,350,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) year term to acquire 1,080,000 shares of common stock of the Company at an exercise price of $0.025 per share.

The warrant calculations used the following assumptions: (1) 3- year term warrants - stock price $0.022, warrant exercise price $0.025, expected term of 3 years, expected volatility of 283% and discount rate of 1.07% and (2) 5- year term warrants - stock price $0.022, warrant exercise price ($0.03 to $0.035), expected term of 5 years, expected volatility of 317% and discount rate of 1.07%. The debt discount for the warrants is amortized over the one-year term of the Note.

Effective July 29, 2022, the warrant holder provided notice of a cashless exercise of 137,931,115 warrants at a reduced price of $0.0058 per share, based upon the Company issuing securities at this price previously. As a result, this triggered down round protection of the warrant exercise price and number of warrants issued. The Company evaluated the change in accordance ASU 2017-11, Subtopic 470-20, Debt—Debt with Conversion and Other Options).

As a result, the number of warrants due to the warrant holder was adjusted from the 27,780,000 warrants above to 167,203,449 or an increase of 139,495,449 warrants. See Note 4 – Debt.

As a result of the July 29, 2022 notice from the warrant holder discussed above, the total number of warrants outstanding from convertible secured promissory notes dated November 24, 2021 and April 18, 2022 were adjusted. As a result, the adjustment was from a combined total of 53,248,000 warrants to 308,321,185 warrants or an increase of 255,973,185 warrants.

As a result of the warrant holder exercise notice on July 29, 2022 and based on cashless exercise terms, 25,000,000 of the warrants (pre-adjustment for ratchet provision) or a total of 137,931,115 were exercised and no longer outstanding at July 31, 2022, upon the issuance of 23,600,000 shares of Common Stock.

The following table summarizes stock warrant activity of the Company for the three months ended July 31, 2022:

	Stock Warrants Outstanding
	Number of			Weighted Average Exercise		Weighted Average Remaining Contractual		Aggregate Intrinsic
	Warrants			Price		Life (Years)		Value

Outstanding, April 30, 2022		62,970,000		$	0.027		3.85	$	-
Expired May 8, 2022		(1,500,000	)	$	-		-	$	-
Issued May 23, 2022		167,203,449		$	0.0058		2.45	$	-
Adjustment from total ratchet provision July 29, 2022		255,073,185		$	0.0058				-
Exercised July 29, 2022		(137,931,115	)
Outstanding, July 31, 2022		345,815,519		$	0.007		3.75	$	-
Exercisable, July 31, 2022		345,815,519		$	0.007		3.75	$	-

NOTE 6 – STOCK BASED COMPENSATION

The following table summarizes stock option activity of the Company for the year ended April 30, 2022:

	Stock Options Outstanding
					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Options		Price		Life (Years)		Value

Outstanding, April 30, 2021		1,200,000	$	0.05		3.21	$	-
Outstanding, April 30, 2022		1,200,000	$	0.05		2.21	$	-
Exercisable, April 30, 2022		1,200,000	$	0.05		2.21	$	-

Stock Warrants

Effective October 26, 2020, 300,000 stock warrants at an exercise price of $0.30 per share expired.

Effective May 19, 2021, the Company granted 8,150,000 warrants to 13 key consultants, all of whom had made significant contributions to the Company over an extended period of time. All of the warrants to purchase shares, were vested fully on the grant date. The terms of the warrants are an exercise price of $0.07 per share and an expiration date of January 31, 2024.

The Company evaluated the issuance of the issued warrants in accordance with ASC 505-50, Equity Based Payments to Non-Employees, using the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrants was $98,781, which was recorded to stock compensation expense on the grant date of May 19, 2021.

The Company used the following assumptions in estimating fair value:

Stock Price	$	0.0125
Exercise Price	$	0.070
Expected Remaining Term		2.68 years
Volatility		302	%
Annual Rate of Quarterly Dividends		0.00	%
Risk Free Interest Rate		0.01	%

On November 24, 2021, in relation to a $315,000 Convertible Secured Promissory Note (See Note 3 Debt), the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 10,000,000 shares of common stock of the Company at an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 15,000,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 15,000,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a three (3) year term to acquire 540,000 shares of common stock of the Company at an exercise price of $0.042 per share. the Company issued the lender two warrants, (1) non-cancellable five (5) year term to acquire 10,000,000 shares of common stock of the Company at an exercise price of $0.035 per share and (2) cancellable five (5) year term to acquire 15,000,000 shares of common stock of the Company at an exercise price of $0.035 per share.

The Company evaluated the warrants and determined that there was no embedded conversion feature as the warrants contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro rate distributions. The Company calculated the relative fair value between the note and the warrants on the issue date utilizing the Black Scholes Pricing Model for the warrants. As a result, the Company allocated $145,947 to the warrants which was recorded as a debt discount with an offset to additional paid in capital in the accompanying financial statements. The warrant calculations used the following assumptions: The warrant calculations used the following assumptions: stock price $0.0116, warrant exercise price $0.03 to $0.042, expected term of 5 years, expected volatility of 317% and discount rate of 0.82%. The debt discount for the warrant will be amortized over the one-year term of the Note.

On April 18, 2022, in relation to a $560,000 Convertible Secured Promissory Note (See Note 3 Debt), the Company issued the lender two warrants, (1) non-cancellable three (3) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.025 per share and (2) cancellable five (5) year term to acquire 13,350,000 shares of common stock of the Company at an exercise price of $0.035 per share. The 13,350,000 five (5) year warrant is cancellable if the Company repays the Note prior to maturity. Additionally, the Company issued the lender’s broker representative a warrant with a five (5) year term to acquire 1,080,000 shares of common stock of the Company at an exercise price of $0.03 per share.

The Company evaluated the warrants and determined that there was no embedded conversion feature as the warrants contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings, and pro rate distributions. The Company calculated the relative fair value between the note and the warrants on the issue date utilizing the Black Scholes Pricing Model for the warrants. As a result, the Company allocated $279,362 to the warrants which was recorded as a debt discount with an offset to additional paid in capital in the accompanying financial statements. The warrant calculations used the following assumptions: (1) 3- year term warrants - stock price $0.0227, warrant exercise price $0.025, expected term of 3 years, expected volatility of 314% and discount rate of 0.82% and (2) 5- year term warrants - stock price $0.0227, warrant exercise price $0.035, expected term of 5 years, expected volatility of 317% and discount rate of 0.82%.

The following table summarizes stock warrant activity of the Company for the year ended April 30, 2022:

	Stock Warrants Outstanding
					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Warrants		Price		Life (Years)		Value

Outstanding, April 30, 2021		1,500,000	$	0.021		1.02	$	-
Granted May 19, 2021		8,150,000	$	0.07		2.72	$	-
Granted November 24, 2021		25,540,000	$	0.021		4.48	$	-
Granted April 18, 2022		27,780,000	$	0.021		3.82	$	-
Outstanding, April 30, 2022		62,970,000	$	0.027		3.85	$	-
Exercisable, April 30, 2022		62,970,000	$	0.027		3.85	$	-

MAJOR LEAGUE FOOTBALL INC S-1