Treasure & Shipwreck Restoration : Quarterly Report – Kind 10-Q

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

Kind 10-Q

x Quarterly Report pursuant to Part 13 or 15(d) of the Securities Change Act of 1934

For the quarterly interval ended July 31, 2022

o Transition Report pursuant to Part 13 or 15(d) of the Securities Change Act of 1934

For the transition interval from __________ to __________

Fee file quantity 333-219700

Treasure & Shipwreck Restoration, Inc.
Previously Beliss Corp.
(Actual title of registrant as laid out in its constitution)
Nevada 7310 37-1844836
(State or Different Jurisdiction of
Incorporation or Group)
(Major Customary Industrial Classification Code
Quantity)
(IRS Employer Identification No.)

Craig Huffman
Chief Government Officer
13046 Racetrack Street, #234,
Tampa, FL33626
(813)504-7831

(Deal with and phone variety of registrant’s principal places of work)

Point out by test mark whether or not the registrant (1) has filed all experiences required to be filed by Part 13 or 15(d) of the Securities Change Act of 1934 in the course of the previous 12 months (or for such shorter interval that the registrant was required to file such experiences), and (2) has been topic to such submitting necessities for the previous 90 days. Yesx No o

Point out by test mark whether or not the registrant is a big accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting firm. See the definitions of “giant accelerated filer,” “accelerated filer” and “smaller reporting firm” in Rule 12b-2 of the Change Act. (Test one):

Massive accelerated filer o Massive accelerated filer o Non-accelerated Filero Smaller reporting firm x Rising development firm o

Point out by test mark whether or not the registrant is a shell firm (as outlined in Rule 12b-2 of the Change Act). Sure oNox

State the variety of shares excellent of every of the issuer’s courses of widespread fairness, as of the most recent practicable date: The Firm has 11,115,169 widespread shares issued and excellent as of September 19, 2022.

Treasure & Shipwreck Restoration, Inc.
QUARTERLY REPORT ON FORM 10-Q
Desk of Contents
Web page
PART I FINANCIAL INFORMATION:
Merchandise 1. Monetary Statements 3
Condensed Consolidated Steadiness Sheets as of July 31, 2022 (Unaudited) and April 30, 2022 4
Unaudited Condensed Consolidated Statements of Operations for the three months ended July 31, 2022 and 2021 5
Unaudited Condensed Consolidated Statements of Modifications in Stockholders’ Deficit for the three months ended July 31, 2022 and 2021 6
Unaudited Condensed Consolidated Statements of Money Flows for the three months ended July 31, 2022 and 2021 7
Notes to the Condensed Consolidated Unaudited Monetary Statements 8
Merchandise 2. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations 18
Merchandise 3. Quantitative and Qualitative Disclosures About Market Threat 21
Merchandise 4. Controls and Procedures 21
PART II OTHER INFORMATION:
Merchandise 1. Authorized Proceedings 23
Merchandise 1A. Threat Components 23
Merchandise 2. Unregistered Gross sales of Fairness Securities and Use of Proceeds 23
Merchandise 3. Defaults Upon Senior Securities 23
Merchandise 4. Submission of Issues to a Vote of Securities Holders 23
Merchandise 5. Different Data 23
Merchandise 6. Displays 23
Signatures 24

PART I – FINANCIAL INFORMATION

Merchandise 1. Monetary Statements

The accompanying interim monetary statements of Treasure & Shipwreck Restoration, Inc., previously Beliss Corp. (“the Firm”, “we”, “us” or “our”), have been ready with out audit pursuant to the foundations and rules of the Securities and Change Fee. Sure data and footnote disclosures usually included in monetary statements ready in accordance with United States usually accepted accounting rules have been condensed or omitted pursuant to such guidelines and rules.

The interim monetary statements are condensed and must be learn at the side of the Firm’s newest annual monetary statements. The accompanying monetary statements have been ready in accordance with accounting rules usually accepted in the USA of America (“GAAP”) for interim monetary data and in accordance with the directions to Kind 10-Q and Article 10 of Regulation S-X. Accordingly, since they’re interim statements, the accompanying monetary statements don’t embody all the knowledge and notes required by GAAP for full monetary assertion presentation.

Within the opinion of administration, the monetary statements comprise all materials changes, consisting solely of regular changes thought-about essential to current pretty the monetary situation, outcomes of operations, and money flows of the Firm for the interim intervals offered.

Treasure & Shipwreck Restoration, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of July 31, 2022 and April 30, 2022
July 31, 2022
(Unaudited)
April 30, 2022
ASSETS
Present Belongings
Money $ 4,515 $ 47,003
Complete present property 4,515 47,003
Fastened Belongings
Fastened property, web of depreciation 18,011 21,644
Complete fastened property 18,011 21,644
Different Belongings
Safety deposit 1,000 11,000
Complete different property 1,000 11,000
Complete Belongings $ 23,526 $ 79,647
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Present liabilities
Accounts payable $ 31,482 $ 30,350
Accrued bills 86,324 66,332
Buyer deposits 8,700 8,700
Convertible notes payable, web of reductions 795,666 774,552
Quick time period loans 16,763 16,763
Associated get together convertible mortgage 53,890 53,890
Complete present liabilities 992,825 950,587
Complete Liabilities 992,825 950,587
Commitments and contingencies (Be aware 8)
Stockholders’ Deficit
Most well-liked inventory, $0.001 par worth; 100 shares approved, 51 shares issued and excellent.
Frequent inventory, par worth $0.001; 75,000,000 shares approved, 11,155,169 and 9,488,502 shares issued at July 31, 2022 and April 30, 2022, respectively 11,156 9,489
Frequent inventory to be issued 118,500 118,500
Extra paid in capital 2,383,862 2,335,529
Gathered deficit (3,482,817 ) (3,334,458 )
Complete Stockholders’ Deficit (969,299 ) (870,940 )
Complete Liabilities and Stockholders’ Deficit $ 23,526 $ 79,647

See accompanying notes, that are an integral a part of these unaudited condensed consolidated monetary statements

Treasure & Shipwreck Restoration, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended July 31, 2022 and 2021
(Unaudited)
Three months ended
July 31, 2022
(Unaudited)
Three months ended
July 31, 2021
(Unaudited)
REVENUES $ $
Price of revenues
Gross revenue
OPERATING EXPENSES
Boat bills 34,465 117,621
Skilled charges 20,088 58,089
Consulting and accounting 23,486 50,408
Normal and administrative bills 13,581 42,333
Analysis and Growth 20,000
Authorized Charges 12,000 14,750
Labor 11,605
Depreciation 3,633 3,633
TOTAL OPERATING EXPENSES 107,253 318,439
NET LOSS FROM OPERATIONS (107,253 ) (318,439 )
OTHER EXPENSES
Curiosity expense 41,106 171,670
NET LOSS BEFORE INCOME TAXES (148,359 ) (490,109 )
Provision for earnings taxes
NET LOSS $ (148,359 ) $ (490,109 )
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.02 ) $ (0.05 )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 9,673,687 9,160,946

See accompanying notes, that are an integral a part of these unaudited condensed consolidated monetary statements

Treasure & Shipwreck Restoration, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ DEFICIT
Three months ended July 31, 2022 and 2021
(Unaudited)
Most well-liked Inventory Frequent Inventory
Shares Quantity Shares Quantity Frequent
Inventory to be
Issued
Extra
Paid-in
Capital
Gathered
Deficit
Complete
Stockholders’
Deficit
Steadiness, April 30, 2021 51 $ 8,146,502 $ 8,147 $ 312,500 $ 1,709,258 $ (1,264,891 ) $ 765,014
Frequent inventory issued for financing charges 800,000 800 200,875 201,675
Inventory compensation 350,000 350 (204,500 ) 204,150
Warrants issued with debt 158,325 158,325
Warrants issued for providers 11,700 11,700
Internet loss (490,109 ) (490,109 )
Steadiness, July 31, 2021 51 $ 9,296,502 $ 9,297 $ 108,000 $ 2,284,308 $ (1,755,000 ) $ 646,605
Most well-liked Inventory Frequent Inventory
Shares Quantity Shares Quantity Frequent
Inventory to be
Issued
Extra
Paid-in
Capital
Gathered
Deficit
Complete
Stockholders’
Deficit
Steadiness, April 30, 2022 51 $ 9,488,502 $ 9,489 $ 118,500 $ 2,335,529 $ (3,334,458 ) $ (870,940 )
Sale of widespread inventory 1,666,667 1,667 48,333 50,000
Internet loss (148,359 ) (148,359 )
Steadiness, July 31, 2022 51 $ 11,155,169 $ 11,156 $ 118,500 $ 2,383,862 $ (3,482,817 ) $ (969,299 )

See accompanying notes, that are an integral a part of these unaudited condensed consolidated monetary statements

Treasure & Shipwreck Restoration, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended July 31, 2022 and 2021
Three months ended
July 31, 2022
(Unaudited)
Three months ended
July 31, 2021
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Internet loss $ (148,359 ) $ (490,109 )
Changes to reconcile web loss to web money utilized in working actions:
Depreciation 3,633 3,633
Warrants issued for providers 11,700
Amortization of low cost 21,114 145,409
Modifications in working property and liabilities:
Safety deposits 10,000 (10,000 )
Accounts payable 1,132 1,568
Accrued bills 19,992 (16,875 )
CASH FLOWS USED IN OPERATING ACTIVITIES (92,488 ) (354,674 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of widespread inventory 50,000
Proceed from gross sales of convertible notes 400,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 50,000 400,000
NET CHANGE IN CASH (42,488 ) 45,326
Money, starting of interval 47,003 197,761
Money, finish of interval $ 4,515 $ 243,087
SUPPLEMENTAL CASH FLOW INFORMATION:
Money paid for curiosity expense $ $
Money paid for earnings taxes $ $
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Warrants issued with debt $ $ 158,325

See accompanying notes, that are an integral a part of these unaudited condensed consolidated monetary statements

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Be aware 1 – ORGANIZATION AND NATURE OF BUSINESS

Treasure & Shipwreck Restoration, Inc (“TSR” or the “Firm”), was integrated within the State of Nevada on October 24, 2016 as Beliss Corp. The Firm modified its title to Treasure & Shipwreck Restoration Inc. on June 26, 2019.

TSR shaped TSR Holdings, Inc., a completely owned subsidiary, on August 22, 2019 because the Firm’s working automobile to deal with the restoration of sunken treasure from historic shipwrecks. The Firm was initially centered on the event of excessive affect web advertising, SEO (“web optimization”) software program and strategies, and the event of digital properties (collectively “Web Advertising”).

On April 6, 2020, TSR shaped TSR Media Group, Inc. (“TSR Media”), a completely owned subsidiary, with the intention to develop varied digital media properties. TSR Media is within the means of creating, by an out of doors app developer, a treasure search and salvage gaming app.

Be aware 2 – GOING CONCERN

These consolidated monetary statements have been ready on a going concern foundation, which assumes the Firm will be capable of notice its property and discharge its liabilities within the regular course of enterprise for the foreseeable future. The Firm has incurred web losses since inception, which raises substantial doubt concerning the Firm’s capacity to proceed as a going concern. Primarily based on its historic fee of expenditures, the Firm expects to expend its obtainable money in lower than three months from September 19, 2022. Administration’s plans embody elevating capital by the fairness markets to fund operations and, finally, the era of income by its enterprise. The Firm doesn’t count on to generate any vital revenues for the foreseeable future. At July 31, 2022, the Firm had web working capital of $988,310. The Firm is in speedy want of additional working capital and is searching for choices, with respect to financing, within the type of debt, fairness or a mix thereof.

Failure to lift ample capital and generate ample revenues might outcome within the Firm having to curtail or stop operations. The Firm’s capacity to lift further capital by the longer term issuances of the widespread inventory is unknown. Moreover, even when the Firm does increase ample capital to assist its working bills and generate ample revenues, there might be no assurances that the income might be ample to allow it to develop to a degree the place it is going to generate earnings and money flows from operations. These issues increase substantial doubt concerning the Firm’s capacity to proceed as a going concern; nevertheless, the accompanying consolidated monetary statements have been ready on a going concern foundation, which contemplates the belief of property and satisfaction of liabilities within the regular course of enterprise. These consolidated monetary statements don’t embody any changes referring to the restoration of the recorded property or the classifications of the liabilities that is perhaps essential ought to the Firm be unable to proceed as a going concern.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Covid-19 Disclosure

The Firm’s operations could also be adversely affected by the continued outbreak of the coronavirus illness 2019 (“COVID-19”) which was declared a pandemic by the World Well being Group (“WHO”) in March 2020. The final word disruption which can be brought on by the outbreak is unsure; nevertheless, it could end in a cloth opposed affect on TSR’s monetary place, operations and money flows.

Moreover, it’s attainable that the Firm could face further challenges in acquiring financing as a consequence of COVID-19’s results on the overall financial system and the capital markets. If the Firm shouldn’t be in a position to receive financing as a consequence of COVID-19, then it’s extremely probably that will probably be pressured to stop operations. The affect on smaller corporations reminiscent of TSR of getting to stop operations because of the results of COVID-19 would probably outcome within the Firm not with the ability to survive and would trigger a whole lack of all capital invested within the Firm.

To this point TSR has not suffered any vital setback as a consequence of COVID-19 interfering with operations.

Be aware 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foundation of Presentation

This abstract of serious accounting insurance policies of TSR is offered to help in understanding the Firm’s consolidated monetary statements. The consolidated monetary statements and notes are representations of the Firm’s administration, who’re liable for their integrity and objectivity. These accounting insurance policies conform to accounting rules usually accepted in the USA of America (“GAAP”) and have been constantly utilized within the preparation of the consolidated monetary statements. The Firm’s year-end is April 30.

Rules of Consolidation

The consolidated monetary statements of the Firm embody the accounts of TSR Holdings, Inc. and TSR Media Group, Inc., that are wholly owned subsidiaries. Intercompany accounts and transactions have been eradicated in consolidation.

Use of Estimates

The method of getting ready consolidated monetary statements in conformity with GAAP requires the usage of estimates and assumptions relating to sure sorts of property, liabilities, revenues, and bills. Vital estimates embody the helpful lifetime of property and gear, valuation allowances in opposition to deferred tax property and truthful worth of non money fairness transactions.

Money and Money Equivalents

For functions of the consolidated statements of money flows, the Firm considers all extremely liquid investments and short-term debt devices with unique maturities of three months or much less to be money equivalents.

There have been no money equivalents at July 31, 2022 and April 30, 2022. Monetary devices that doubtlessly topic the Firm to focus of credit score danger consist principally of money deposits. Accounts at every establishment are insured by the Federal Deposit Insurance coverage Company (“FDIC”) as much as $250,000. As of July 31, 2022, the Firm had $0 in extra of the FDIC insured restrict.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Analysis and Growth Bills

Expenditures for analysis and growth are expensed as incurred.

Income Recognition

The Firm acknowledges income in accordance with Accounting Requirements Codification (“ASC”) 606, Income from contracts with clients. The core precept of ASC 606 is that an entity acknowledges income to depict the switch of promised items or providers to clients in an quantity that displays the consideration to which the entity expects to be entitled in alternate for these items or providers. An entity acknowledges income in accordance with that core precept by making use of the next steps: Step 1: Establish the contract(s) with a buyer, Step 2: Establish the efficiency obligations within the contract, Step 3: Decide the transaction value, Step 4: Allocate the transaction value to the efficiency obligations within the contract and Step 5: Acknowledge income when (or as) the entity satisfies a efficiency obligation. Particularly, Part 606-10-50 requires an entity to supply details about: a. Income acknowledged from contracts with clients, together with the disaggregation of income into acceptable classes; b. Contract balances, together with the opening and shutting balances of receivables, contract property, and contract liabilities; c. Efficiency obligations, together with when the entity usually satisfies its efficiency obligations and the transaction value that’s allotted to the remaining efficiency obligations in a contract; and d. Vital judgments, and modifications in judgments, made in making use of the necessities to these contracts.

The Firm presents no reductions, rebates, rights of return, or different allowances to shoppers which might outcome within the institution of reserves in opposition to service income. Moreover, to this point, the Firm has not incurred incremental prices in acquiring a consumer contract.

Fundamental Loss per Share

The Firm has adopted the Monetary Accounting Requirements Board (“FASB”) ASC 260-10, which supplies for the calculation of “primary” and “diluted” earnings per share. Fundamental earnings per share consists of no dilution and is computed by dividing web earnings or loss obtainable to widespread stockholders by the weighted common widespread shares excellent for the interval. Diluted earnings per share replicate the potential dilution of securities that would share within the earnings of an entity.

The possibly dilutive widespread inventory equivalents for the quarters ended July 31, 2022 and 2021 had been excluded from the dilutive loss per share calculation as they’d be antidilutive because of the web loss. As of July 31, 2022 and 2021, there have been 9,812,327 and seven,736,596 shares of widespread inventory underlying our excellent convertible notes payable and warrants, respectively.

Truthful Worth of Monetary Devices

The carrying quantities of economic property and liabilities, reminiscent of money, accounts payable, quick time period loans, and the Firm’s associated get together mortgage from a shareholder approximate their truthful values due to the quick maturity of those devices.

Fastened Belongings

Fastened property are recorded at historic value. Depreciation is computed on the straight-line technique over the estimated helpful lives of the respective property. Features and losses upon disposition are mirrored within the consolidated statements of operations within the interval of disposition. Upkeep and restore expenditures are charged to expense as incurred. Presently the Firm’s solely property are a diving vessel and a magnetometer. They’re being depreciated over three to 12 12 months helpful lives.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Impairment of Lengthy-Lived and Intangible Belongings

Lengthy-lived property are reviewed for impairment every time occasions or modifications in circumstances point out that the e-book worth of the asset might not be recoverable. The Firm periodically evaluates whether or not occasions and circumstances have occurred that point out attainable impairment. When impairment indicators exist, the Firm makes use of market quotes, if obtainable or an estimate of the longer term undiscounted web money flows of the associated asset or asset group over the remaining life in measuring whether or not or not the asset values are recoverable. Recognized intangible property are reviewed for impairment no less than yearly, or every time occasions or modifications in circumstances point out that the carrying quantity might not be recoverable.

Inventory Primarily based Compensation to Workers and Service Suppliers

The Firm acknowledges all share-based funds to staff and repair suppliers, together with grants of worker inventory choices, as compensation expense within the consolidated monetary statements based mostly on their truthful values. That expense might be acknowledged over the interval throughout which an worker is required to supply providers in alternate for the award, often called the requisite service interval (normally the vesting interval) or instantly if the share-based funds vest instantly.

Convertible Notes Payable

The Firm accounts for convertible notes deemed typical and conversion choices embedded in non-conventional convertible notes which qualify as fairness below ASC 815, in accordance with the provisions of ASC 470-20, which supplies steerage on accounting for convertible securities with helpful conversion options. ASC 470-10 addresses classification willpower for particular obligations, reminiscent of short-term obligations anticipated to be refinanced on a long-term foundation, due-on-demand mortgage preparations, callable debt, gross sales of future income, growing fee debt, debt that features covenants, revolving credit score agreements topic to lock-box preparations and subjective acceleration clauses. Accordingly, the Firm data, as a reduction to convertible notes, the intrinsic worth of such conversion choices based mostly upon the variations between the truthful worth of the underlying widespread inventory on the dedication date of the observe transaction and the efficient conversion value embedded within the observe. Debt reductions below these preparations are amortized over the time period of the associated debt.

Buyer Deposits

Buyer deposits discloses an quantity paid by a buyer previous to the Firm offering it with items or providers. The Firm has an obligation to supply the products or providers to the shopper or to return the cash.

Revenue Taxes

Revenue taxes are computed utilizing the asset and legal responsibility technique. Underneath the asset and legal responsibility technique, deferred earnings tax property and liabilities are decided based mostly on the variations between the monetary reporting and tax bases of property and liabilities and are measured utilizing the at the moment enacted tax charges and legal guidelines. A valuation allowance is supplied for the quantity of deferred tax property that, based mostly on obtainable proof, are usually not anticipated to be realized.

Latest Accounting Pronouncements

All different latest accounting pronouncements issued by the FASB, together with its Rising Points Activity Power, the American Institute of Licensed Public Accountants, and the Securities and Change Fee didn’t or are usually not believed by administration to have a cloth affect on the Firm’s current or future consolidated monetary statements.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Be aware 4 – FIXED ASSETS

Fastened property at July 31 and April 30, 2022 are summarized beneath:

Fastened Belongings July 31, 2022 April 30, 2022
Diving Vessel $ 36,390 $ 36,390
Magnetometer 24,000 24,000
Gathered Depreciation (42,379 ) (38,746 )
Fastened Belongings, Internet $ 18,011 $ 21,644

Depreciation expense was $3,633 for the three months ended July 31, 2022 and 2021.

Be aware 5 – PURCHASE OF TRADEMARK, GRAPHICS, RELATED MEDIA AND PRODUCT MATERIALS

The Firm entered right into a Trademark and Utilization Buy Settlement with Galleon Quest, LLC (“GQ”), a privately held restricted legal responsibility firm, on March 5, 2020.

Underneath the phrases of the Trademark and Utilization Buy Settlement, the Firm agreed to situation 1,200,000 shares of its restricted widespread inventory to GQ in alternate for the acquisition of a registered trademark and all different developed graphics, together with for gaming, website online and all different materials for tv, multimedia, gaming, meals and merchandise reminiscent of drinks, and all different points. As well as, the Firm agreed that GQ shall retain the correct to 10 % of the gaming rights and 5 % of the tv media income, which shall be for rights of the gaming title rights, as utilized in all app, on-line or different gaming as owned by TSR and any tv associated media. All shares issued by each events below the settlement have all rights and entitlements because the widespread inventory of each different shareholder of such share class.

The acquisition of the trademark and associated graphics and supplies was valued at $636,000 based mostly on truthful worth of TSR’s shares on the date of the Trademark and Utilization Buy Settlement. At April 30, 2022, the Firm wrote down the stability to $0 and recorded an impairment lack of $636,000.

Be aware 6 – NOTES PAYABLE

Associated Occasion Convertible Mortgage

An officer of the Firm has supplied a mortgage to TSR below a convertible promissory observe. This convertible promissory observe is unsecured, non-interest bearing, and is convertible into widespread shares of the Firm inventory at $2.75 per share and due on demand. The stability because of the officer was $53,890 as of July 31, 2022 and April 30, 2022.

On April 20, 2022, the Firm entered right into a convertible observe payable with a person who’s a member of the Firm’s Board of Administrators. The observe payable, with a face worth of $50,000, bears curiosity at 10.0% each year and is due on July 21, 2022. The convertible observe payable is convertible upon default, on the observe holder’s possibility, into the Firm’s widespread shares at a set dialog fee of $0.05. The conversion of the observe into shares of the Firm’s widespread inventory is doubtlessly extremely dilutive to present shareholders. If the observe holder elects to promote the shares that it has acquired because of changing the observe into shares of widespread inventory, then any such gross sales could end in a major lower available in the market value of the Firm’s shares. This convertible promissory observe is at the moment in default as a consequence of non fee of principal and curiosity.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Quick Time period Loans

As of July 31 and April 30, 2022, the Firm had loans totaling $16,763 with two non-related events, a mortgage within the quantity of $14,063 and a mortgage within the quantity of $2,700. These loans are unsecured, non-interest bearing and due on demand.

Convertible Notes Payable

The next desk displays the convertible notes payable as of July 31, 2022 and April 30, 2022:

Concern Date Maturity
Date
July 31, 2022
Principal
Steadiness
April 30, 2022
Principal
Steadiness
Charge Conversion
Worth
Convertible notes payable
4/26/2021 4/26/2023 $ 250,000 $ 250,000 10.00 % 0.10
4/26/2021 4/26/2023 25,000 25,000 10.00 % 0.10
5/5/2021 5/5/2023 150,000 150,000 10.00 % 0.10
5/7/2021 5/7/2023 100,000 100,000 10.00 % 0.10
5/19/2021 5/19/2023 150,000 150,000 10.00 % 0.10
12/06/2021 3/6/2023 70,666 70,666 10.00 % 0.10
4/20/2022 7/21/2023 50,000 $ 50,000 10.00 % 0.05
Face worth 795,666 795,666
Much less unamortized reductions 21,114
Steadiness convertible notes payable $ 795,666 $ 774,552

The convertible notes payable are convertible into a set variety of shares and with no down spherical safety options. The Firm accounted for the helpful conversion options based mostly on the intrinsic worth on the date of issuance. Through the quarter ended July 31, 2022 and 12 months ended April 30, 2022, the Firm acknowledged helpful conversion options totaling $0 and $479,579, respectively. The low cost from the helpful conversion options are being amortized by prices to curiosity expense over the time period of the convertible notes payable. The Firm recorded curiosity expense associated to the amortization of debt reductions of $21,114 and $145,409 for the quarters ended July 31, 2022 and 2021, respectively.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

New Convertible Notes Payable Issued Through the Three Month Intervals Ended July 31, 2022 and 2021

2022

The Firm didn’t enter into any new convertible observe payable agreements in the course of the three month interval ended July 31, 2022.

2021

On Could 5, 2021, the Firm entered right into a convertible observe payable with an organization. The observe payable, with a face worth of $150,000, together with a $15,000 unique situation low cost, bears curiosity at 10.0% each year and is due on Could 5, 2023. The convertible observe payable is convertible, on the holder’s possibility, into the Firm’s widespread shares at a set dialog fee of $0.10. The conversion of the observe into shares of the Firm’s widespread inventory is doubtlessly extremely dilutive to present shareholders. If the observe holder elects to promote the shares that it has acquired because of changing the observe into shares of widespread inventory, then any such gross sales could end in a major lower available in the market value of the Firm’s shares.

On Could 7, 2021, the Firm entered right into a convertible observe payable with an organization. The observe payable, with a face worth of $100,000, together with a $10,000 unique situation low cost, bears curiosity at 10.0% each year and is due on Could 7, 2023. The convertible observe payable is convertible, on the holder’s possibility, into the Firm’s widespread shares at a set dialog fee of $0.10. The conversion of the observe into shares of the Firm’s widespread inventory is doubtlessly extremely dilutive to present shareholders. If the observe holder elects to promote the shares that it has acquired because of changing the observe into shares of widespread inventory, then any such gross sales could end in a major lower available in the market value of the Firm’s shares.

On Could 19, 2021, the Firm entered right into a convertible observe payable with an organization. The observe payable, with a face worth of $150,000, together with a $15,000 unique situation low cost, bears curiosity at 10.0% each year and is due on Could 19, 2023. The convertible observe payable is convertible, on the holder’s possibility, into the Firm’s widespread shares at a set dialog fee of $0.10. The conversion of the observe into shares of the Firm’s widespread inventory is doubtlessly extremely dilutive to present shareholders. If the observe holder elects to promote the shares that it has acquired because of changing the observe into shares of widespread inventory, then any such gross sales could end in a major lower available in the market value of the Firm’s shares.

Be aware 7 – STOCKHOLDERS’ DEFICIT

Frequent Inventory

The Firm is allowed to situation 75,000,000 shares of widespread inventory, $0.001 par worth per share.

Frequent Inventory Issuances

Through the three month interval ended July 31, 2022, the Firm issued or was to situation the next shares of restricted widespread inventory:

1,666,667 shares of restricted widespread inventory issued for money within the quantity of $50,000.

Through the three month interval ended July 31, 2021, the Firm issued the next shares of restricted widespread inventory:

800,000 shares for financing charges totaling $201,675; and
350,000 shares as inventory compensation valued at $133,000. The Firm decided the truthful worth of the shares issued utilizing the inventory value on date of grant or issuance. Compensation expense is acknowledged because the providers are supplied to the Firm.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

The Firm is within the means of canceling the shares issued to a person from the canceled Southern Amusement transaction. All such shares are held in escrow for cancellation below the Firm’s Counsel and President.

Collection A Most well-liked Inventory

On Could 1, 2020, the Firm’s Board approved the creation of 100 Collection A most well-liked shares. The Collection A most well-liked shares can pay a quarterly fee based mostly upon gaming income sharing, which all 100 Collection A most well-liked shares will obtain twenty % of TSR’s portion of the sport income from its recreation app., which equates to 13 % of whole recreation gross revenues. Every Collection A most well-liked share was priced at $4,000 with a minimal buy of three Collection A most well-liked shares and are solely eligible to be bought by accredited buyers. Every Collection A most well-liked share will obtain one one hundredth of twenty % of TSR recreation web as income sharing. Every Collection A most well-liked share will live on, until the sport app. is offered to a different entity, at which era the Collection A most well-liked shareholders will obtain their identical share of the sport gross sales proceeds value, if or when such happens. The Collection A most well-liked shares are usually not convertible into widespread shares and are topic to all different restrictions on securities as set forth.

At July 31, 2022, the Firm had 51shares of Collection A most well-liked shares excellent.

Warrants

At April 30, 2022 there have been 1,255,667 warrants excellent with a weighted common train value of $0.25, weighted common reaming lifetime of 5 years and a median intrinsic worth of $0.11. There have been no warrants granted in the course of the three month interval ended July 31, 2022. A complete of 282,667 warrants expired in the course of the three month interval ended ended July 31, 2022. At July 31, 2022, there have been 973,000 warrants with a weighted common train value of $0.25, weighted common reaming lifetime of 4.75 years, and a median intrinsic worth of $0.11.

Be aware 8 – COMMITMENTS AND CONTINGENCIES

Partnering Settlement

In April of 2021, TSR entered into an settlement with a restricted legal responsibility firm and a person guide who controls the restricted legal responsibility firm for each providers and the rights to treasure that’s efficiently recovered in a recognized shipwreck space. The time period of the settlement is for at least one 12 months. Underneath the phrases of the settlement TSR and the guide agreed:

1. That the guide has rights as a 3rd get together to sure recognized treasure websites managed by a 3rd get together. Such rights exist below such settlement between the guide and the corporate proudly owning such rights. The guide has been working such web site space for an intensive interval, and has produced finds of artifacts, in addition to different scanned, researched, and focused areas for additional search and restoration.

2. The guide is agreeing to take capital in, in addition to contributions of obtainable and as obtainable, boats, crew and gear, which TSR could have in alternate for a share of restoration from such web site, which the guide is entitled to from recoveries made. TSR shall obtain that portion set out beneath for such funding of funds.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

3. The guide, agreed to enter right into a partnership for such shipwreck famous above the place the guide will work, in alternate for 25% of the online because of the guide from finds made, in the course of the time interval of this settlement, in alternate for $50,000, payable in month-to-month quantities beginning on the time of the primary fee. Every fee of $10,000 shall entitle TSR to five% of such web proceeds as much as the 25% of the online because of the guide. Such web, implies that quantity after the State of Florida proceeds, and the quantity because of the proprietor of the shipwreck web site. Such quantity of funding shall entitle TSR to such share for a interval to December 31, 2021. As well as, after a two month time period of this settlement, TSR will award the guide 100,000 widespread shares of restricted inventory, and extra shares upon success on the discretion of TSR.

4. TSR shall additionally contribute, on a undertaking and availability foundation, for such operations, supporting vessels by TSR, to incorporate the RV Bellows, with acceptable crew, and use for undertaking web site use, for survey use, and many others. to assist operations directed by the guide on web site from number one above, in addition to addressed beneath. TSR shall have the correct to contribute crew, technical, divers or different individuals to look at and take part on such ventures.

5. Extra websites which can be recognized by the guide for future joint ventures which haven’t been explored, inside or outdoors the state of Florida waters, the place TSR shall present capital and different supplies, crew and vessels, to be agreed upon by the Events, however whereby TSR if funding such ventures, shall be entitled to 50% of such finds, websites and artifacts.

Operations Supervisor’s Settlement

In October of 2020, TSR entered into an settlement with a person guide to be the Firm’s operations supervisor for web site choice and operational oversight. The time period of the settlement is for at least one 12 months. The providers to be rendered, on an as wanted foundation embody choice for websites, and personnel for diving for restoration operations, help within the collection of personnel, contractors, and events for wreck web site scanning, search operations, and restoration operations of wreck websites, evaluation and evaluate of shipwreck websites, interplay with state and governmental authorities as essential for wreck web site approval and operations, and on the possibility of TSR take part in and have the correct to look in media productions involving the Firm. There are further phrases within the settlement the place the Firm has agreed to pay to the guide shares of its restricted widespread inventory for efficiently finding treasure.

Trademark and Utilization Buy Settlement Gaming and Media Rights Funds

TSR entered right into a Trademark and Utilization Buy Settlement on March 5, 2020, see Be aware 5 Buy of Trademark, Graphics, Associated Media and Product Supplies. Underneath the phrases of the settlement TSR is obligated to pay ten % of the gaming rights and 5 % of tv media income, which shall be for rights of the gaming title rights, as utilized in all such app, on-line or different gaming as owned by TSR and any tv associated media.

Treasure & Shipwreck Restoration, Inc.

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2022

Be aware 9 – RELATED PARTY TRANSACTIONS

As of July 31, 2022, an officer of the Firm has supplied a mortgage to TSR below a convertible promissory observe. This convertible promissory observe is unsecured, non-interest bearing, and is convertible into widespread shares of the Firm inventory at $2.75 per share and due on demand. The stability because of the officer was $53,890 as of July 31, 2022, and April 30, 2022.

Be aware 10 – SUBSEQUENT EVENTS

The Firm has evaluated all subsequent occasions by September 19, 2022, the date the consolidated monetary statements had been obtainable to be issued. There are not any subsequent occasions to report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Ahead-looking statements

Statements made on this Kind 10-Q that aren’t historic or present information are “forward-looking statements” made pursuant to the protected harbor provisions of Part 27A of the Securities Act of 1933 (the “Act”) and Part 21E of the Securities Change Act of 1934. These statements typically might be recognized by means of phrases reminiscent of “could,” “will,” “count on,” “consider,” “anticipate,” “estimate,” “approximate” or “proceed,” or the damaging thereof. We intend that such forward-looking statements be topic to the protected harbors for such statements. We want to warning readers to not place undue reliance on any such forward-looking statements, which communicate solely as of the date made. Any forward-looking statements characterize administration’s greatest judgment as to what could happen sooner or later. Nonetheless, forward-looking statements are topic to dangers, uncertainties and vital components past our management that would trigger precise outcomes and occasions to vary materially from historic outcomes of operations and occasions and people presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to replicate occasions or circumstances after the date of such assertion or to replicate the incidence of anticipated or unanticipated occasions.

Monetary data contained on this report and in our monetary statements is acknowledged in United States {dollars} and are ready in accordance with United States usually accepted accounting rules.

Description of Enterprise

Treasure Shipwreck & Restoration, Inc. (“TSR”, “us,” “we,”, the “Firm”) is concentrated, by its wholly owned subsidiary TSR Holdings, Inc., on the exploration and restoration of historic shipwrecks. The Firm has acquired varied property together with a analysis vessel and specialised sensing gear to be utilized to try to find and finally get better artifacts and treasure from historic shipwrecks, usually from the colonial period. The Firm has acquired the mental property rights in a purchase order settlement for the naming, trademark and use rights of Galleon Quest, from a 3rd get together for use on Video games and Apps, and merchandising of merchandise.

COVID-19 Pandemic Risk and Continuity Plan

Attributable to present occasions involving the worldwide COVID-19 pandemic, TSR, below the steerage of its President, is reviewing procedures to observe present occasions as they relate to our enterprise and to be ready to answer any potential threats or points with the intention to defend the Firm and its property. We’re additionally within the means of reviewing plans to find a again workplace for our company data and data at a location to be designated in order that within the occasion that entry to the Firm’s places of work are restricted, the Firm is ready to proceed with its enterprise and operations.

The Firm’s operations could also be adversely affected by the continued outbreak of the coronavirus illness 2019 (COVID-19) which was declared a pandemic by the World Well being Group (“WHO”) in March 2020. The final word disruption which can be brought on by the outbreak is unsure; nevertheless, it could end in a cloth opposed affect on the TSR’s monetary place, operations and money flows.

Doable results could embody, however are usually not restricted to, disruption to the Firm’s operations, incapacity of administration workforce members and different key personnel and consultants to supply providers or present providers in a well timed method, unavailability of apparatus, elements and provides utilized in operations, lack of entry to upkeep and restore amenities for the Firm’s salvage vessel, and a decline within the worth of the Firm’s property together with its salvage vessel, gear and its digital properties.

Moreover, it’s attainable that the Firm shouldn’t be in a position to receive financing as a consequence of COVID-19’s results on the overall financial system and the capital markets. If the Firm shouldn’t be in a position to receive financing as a consequence of COVID-19 then it’s extremely probably that will probably be pressured to stop its operations. The affect of smaller corporations reminiscent of TSR having to stop operations as a consequence of results of COVID-19 would probably outcome within the Firm not with the ability to survive and would trigger a whole lack of all capital invested within the Firm.

Authorized Proceedings

The Firm shouldn’t be a celebration to any authorized continuing neither is it conscious of any pending or threatened litigation in opposition to us.

Outcomes of operations

We’ve incurred recurring losses to this point. Our monetary statements have been ready assuming that we are going to proceed as a going concern and, accordingly, don’t embody changes referring to the recoverability and realization of property and classification of liabilities that is perhaps essential ought to we be unable to proceed in operation.

We would require further capital to satisfy our long run working necessities. We count on to lift further capital by, amongst different issues, the sale of fairness or debt securities. Nonetheless, there might be no assurances that we can increase further capital. Primarily based on its historic fee of expenditures, the Firm expects to expend its obtainable money in lower than three months from September 19, 2022.

Abstract of the Three Months Ended July 31, 2022 Outcomes of Operations In comparison with the Three Month Interval Ended July 31, 2021 Outcomes of Operations

Income

The Firm didn’t generate any income in the course of the three month intervals ended July 31, 2022 and 2021.

Working Bills

Working bills had been $107,253 in the course of the three month interval ended July 31, 2022 versus $318,439 in the course of the three month interval ended July 31, 2021, a year-over-year lower of roughly 66%. The Firm incurred boat bills of $34,465 in the course of the three month interval ended July 31, 2022 as in comparison with boat bills of $117,621 throughout the identical interval in 2021, a lower of roughly 71%. Skilled charges had been $20,088 in 2022 versus $58,089 in 2021, a lower of roughly 65%. Consulting and accounting charges had been $23,486 in 2022 and $50,408 in 2021, a lower of almost 53%. In 2022 basic and administrative bills had been $13,581 and in 2021 they had been $42,333, a lower of roughly 68%. There have been no analysis and growth bills in 2022 and in 2021 there have been $20,000 in analysis and growth bills. Authorized charges had been $12,000 in 2022 and $14,750 in 2021, a year-over-year lower of roughly 19%. There have been no labor bills in the course of the three month interval ended July 31, 2022 and $11,605 in 2021. Depreciation bills had been $3,633 in 2022 and 2021. Working bills decreased in 2022 as a result of the Firm had expended vital sources to buy gear, gear and associated objects for its exploration vessel in addition to to arrange its operations in 2021. Moreover, the Firm is working with a brand new operations and diving companion that’s less expensive than earlier companions.

Different Revenue (Bills)

Curiosity expense was $41,106 in the course of the three month interval ended July 31, 2022 and $171,670 in the course of the three month interval ended July 31, 2021, a lower of 76%. Through the three month interval ended July 31, 2021 the Firm entered into three convertible observe agreements and in the course of the interval ended July 31, 2021 there have been no new convertible notes requiring amortization of their helpful conversion options. The lower in curiosity expense in 2022 was a results of the amortization of the curiosity referring to the helpful conversion options of a number of convertible promissory notes having extra amortization in 2021 than in 2022.

Internet Loss

For the three month interval ended July 31, 2022 the Firm incurred web losses of $148,359 versus web losses of $490,109 for the three month interval ended July 31, 2021, a year-over-year lower of roughly 70%,

Liquidity and capital sources

As at July 31, 2022, our whole property had been $23,526.

As at July 31, 2022, our present liabilities had been $992,825 and Stockholders’ deficit was $969,299.

As of July 31, 2022 we had a web working deficit of $988,310.

Money flows from working actions

For the three months ended July 31, 2022 web money flows utilized in working actions was $92,488.

For the three months ended July 31, 2021 web money flows utilized in working actions was $354,674.

Money flows from investing actions

For the three months ended July 31, 2022 web money circulation utilized in investing actions was $0.

For the three months ended July 31, 2021 web money circulation utilized in investing actions was $0.

Money flows from financing actions

For the three months ended July 31, 2022 we now have generated $50,000 in money flows from financing actions.

For the three months ended July 31, 2021 we now have generated $400,000 in money flows from financing actions.

We qualify as a “smaller reporting firm” below the JOBS Act. Because of this, we’re permitted to, and intend to, depend on exemptions from sure disclosure necessities.

For instance, smaller reporting corporations are usually not required to supply a compensation dialogue and evaluation below Merchandise 402(b) of Regulation S-Ok or the auditor attestation of inner controls over monetary reporting.

Future Financings

We are going to proceed to depend on fairness gross sales of the Firm’s widespread shares with the intention to proceed to fund enterprise operations. Issuances of further shares will end in dilution to present shareholders. There isn’t a assurance that the Firm will obtain any further gross sales of fairness securities or prepare for debt or different financing to fund deliberate operations.

Liquidity and Capital Sources and Money Necessities

As of the date of this report, the present funds obtainable to the Firm is not going to be ample to proceed sustaining a reporting standing. At July 31, 2022, the Firm had a working capital deficit of $988,310. The Firm is in speedy want of additional working capital and is searching for choices, with respect to financing, within the type of debt, fairness or a mix thereof. Primarily based on its historic fee of expenditures, the Firm expects to expend its obtainable money in lower than three months from September 19, 2021.

The Firm could not be capable of proceed as a going concern. The report of our impartial auditors for the years ended April 30, 2022 and 2021 raises substantial doubt as to our capacity to proceed as a going concern. If the Firm shouldn’t be in a position to proceed as a going concern, it’s extremely probably that every one capital invested within the Firm might be misplaced.

Administration believes that present tendencies towards decrease capital funding in start-up corporations pose probably the most vital problem to the Firm’s success over the subsequent 12 months and in future years. Moreover, the Firm should meet all of the monetary disclosure and reporting necessities related to being a publicly reporting firm. The Firm’s administration should spend further time on insurance policies and procedures to ensure it’s compliant with varied regulatory necessities, particularly that of Part 404 of the Sarbanes-Oxley Act of 2002. This extra company governance time required of administration might restrict the period of time administration has to implement its marketing strategy and impede the velocity of its operations.

Lately Issued Accounting Pronouncements

The Firm has carried out all new accounting pronouncements which can be in impact. These pronouncements didn’t have any materials affect on the monetary statements until in any other case disclosed, and the Firm doesn’t consider that there are every other new accounting pronouncements which were issued which may have a cloth affect on its monetary place or outcomes of operations.

Off-Steadiness Sheet Preparations

The Firm has no off-balance sheet preparations which have or are fairly more likely to have a present or future impact on its monetary situation, modifications in monetary situation, revenues or bills, outcomes of operations, liquidity, capital expenditures or capital sources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Administration’s Duty for Controls and Procedures

The Firm’s administration is liable for establishing and sustaining ample inner management over the Firm’s monetary reporting. The Firm’s controls over monetary reporting are designed below the supervision of the Firm’s President and Principal Monetary Officer to make sure that data required to be disclosed by the Firm within the experiences that the Firm information or submits below the Securities Change Act of 1934, as amended (the “Change Act”), is collected and communicated to the Firm’s administration, together with the Firm’s principal government officer and principal monetary officer, or individuals performing comparable features, as acceptable to permit well timed selections relating to required disclosure.

Analysis of Disclosure Controls and Procedures

Underneath the supervision and with the participation of our President and Chief Monetary Officer, the Firm carried out an analysis of the effectiveness of the design and operation of its disclosure controls and procedures, as such time period is outlined below Rule 13a-15(e) promulgated below the Change Act, as of July 31, 2022. Primarily based on this analysis, administration concluded that our monetary disclosure controls and procedures weren’t efficient in order to well timed file, course of, summarize and report monetary data required to be included on our Securities and Change Fee (“SEC”) experiences because of the Firm’s restricted inner sources and lack of capacity to have a number of ranges of transaction evaluate. Nonetheless, because of our analysis and evaluate course of, administration believes that the monetary statements and different data offered herewith are materially appropriate.

Inner Management Over Monetary Reporting

As of July 31, 2022, below the supervision and with the participation of our administration, we carried out an analysis of the effectiveness of the design and operations of our inner management over monetary reporting, as outlined in Guidelines 13a-15(f) or 15d-15(f) promulgated below the Securities Change Act of 1934 and based mostly on the standards for efficient inner management described in Inner Management – Built-in Framework issued by the Committee of Sponsoring Organizations of the Treadway Fee (as revised). Primarily based on our analysis, administration concluded that our inner management over monetary reporting was not efficient in order to well timed file, course of, summarize and report monetary data required to be included on our Securities and Change Fee (“SEC”) experiences because of the Firm’s restricted inner sources and lack of capacity to have a number of ranges of transaction evaluate. Nonetheless, because of our analysis and evaluate course of, administration believes that the monetary statements and different data offered herewith are materially appropriate.

The administration together with its Principal Government Officer/Principal Monetary Officer, doesn’t count on that its disclosure controls and procedures, or its inner controls over monetary reporting will forestall all error and all fraud. A management system irrespective of how nicely conceived and operated, can present solely affordable not absolute assurance that the goals of the management system are met. Additional, the design of the management system should replicate the truth that there are useful resource constraints, and the good thing about controls should be thought-about relative to their prices.

Due to the inherent limitations in all management programs, no analysis of controls can present absolute assurance that every one management points and cases of fraud, if any, inside the Firm have been detected.

The Firm has restricted sources and in consequence, a cloth weak spot in monetary reporting at the moment exists, due to our restricted sources and personnel, together with these described beneath.

* The Firm has an inadequate amount of devoted sources and skilled personnel concerned in reviewing and designing inner controls. Because of this, a cloth misstatement of the interim and annual monetary statements might happen and never be prevented or detected on a well timed foundation.
* We’ve not achieved the optimum degree of segregation of duties relative to key monetary reporting features.
* We shouldn’t have an audit committee or an impartial audit committee monetary professional. Whereas not being legally obligated to have an audit committee or impartial audit committee monetary professional, it’s managements view that to have an audit committee, comprised of impartial board members, and an impartial audit committee monetary professional is a vital entity-level management over the Firm’s monetary statements.

A fabric weak spot is a deficiency (inside the which means of the Public Firm Accounting Oversight Board (PCAOB) auditing normal 5) or mixture of deficiencies in inner management over monetary reporting such that there’s a affordable risk {that a} materials misstatement of the Firm’s annual or interim monetary statements is not going to be prevented or detected on a well timed foundation. Administration has decided {that a} materials weak spot exists as a consequence of an absence of segregation of duties, ensuing from the Firm’s restricted sources and personnel.

Remediation Efforts to Deal with Deficiencies in Inner Management Over Monetary Reporting

Because of these findings, administration, upon acquiring ample capital and operations, intends to take sensible, cost-effective steps in implementing inner controls, together with the attainable remedial measures set forth beneath. As of July 31, 2022, we didn’t have ample capital and/or operations to implement any of the remedial measures described beneath.

* Assessing the present duties of present personnel and consultants, assigning further duties to present personnel and consultants, and, in a value efficient method, doubtlessly hiring further personnel to help with the preparation of the Firm’s monetary statements to permit for correct segregation of duties, in addition to further sources for management documentation.
* Assessing the duties of the present officers of the Firm and, in a value efficient method, probably promote or rent further personnel to diversify duties and obligations of such government officers.
* Board to evaluate and make suggestions to shareholders regarding the composition of the Board of Administrators, with explicit deal with problems with independence. The Board of Administrators will take into account nominating an audit committee and audit committee monetary professional, which can or could not include impartial members.
* Interviewing and doubtlessly hiring outdoors consultants which can be specialists in designing inner controls over monetary reporting based mostly on standards established in Inner Management Built-in Framework issued by Built-in Framework issued by the Committee of Sponsoring Organizations of the Treadway Fee (“COSO”) (as revised).

This annual report doesn’t embody an attestation report of our registered public accounting agency relating to inner management over monetary reporting. Administration’s report was not topic to attestation by our registered public accounting agency pursuant to momentary guidelines of the SEC that allow us to supply solely administration’s report on this annual report.

(b) Change in Inner Management Over Monetary Reporting

The Firm has not made any change in our inner management over monetary reporting in the course of the three month interval ended July 31, 2022.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Firm shouldn’t be presently concerned in any litigation neither is it conscious of any pending or threatened litigation in opposition to us.

ITEM 1A. RISK FACTORS

Not required.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The next displays are included as a part of this report by reference:

31.1 Certification of Chief Government Officer pursuant to Securities Change Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Change Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Part 1350, as adopted pursuant to Part 906 of the Sarbanes- Oxley Act of 2002.
99.1 Short-term Hardship Exemption
101.INS* Inline XBRL Occasion Doc – the occasion doc doesn’t seem within the Interactive Information File as a result of XBRL tags are embedded inside the Inline XBRL doc.
101.SCH* Inline XBRL Taxonomy Extension Schema Doc
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Doc
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Doc
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Doc
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Doc
104* Cowl Web page Interactive Information File (embedded inside the Inline XBRL doc)

* To be furnished by modification per Short-term Hardship Exemption below Regulation S-T.

SIGNATURES

Pursuant to the necessities of Part 13 or 15(d) of the Securities Change Act of 1934, the registrant has duly prompted this report back to be signed on its behalf by the undersigned, thereunto duly approved.

Treasure & Shipwreck Restoration, Inc.
Date: September 19, 2022 By: /s/ Craig Huffman

Craig Huffman

President, Chief Monetary Officer and Principal Accounting Officer

(Principal Government Officer and Principal Accounting Officer)

Date: September 19, 2022 By: /s/ Patrick Schneider

Patrick Schieder

Director

Date: September 19, 2022 By: /s/ Frederick Conte

Frederick Conte

Director

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