10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 31, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to           

Commission File Number 000-54851

DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	99-0363802
(State of Incorporation)	(I.R.S. Employer Identification Number)

2683 Via De La Valle, Suite G418, Del Mar CA 92014

(Address of principal executive offices)

(800) 520-9485

(Registrant’s telephone number, including area code)

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [X]     No  [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  

Yes  [X]    No  [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth 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  [X]

As of December 14, 2021, there were 143,356,122 shares of the registrant’s common stock, and 2,925,369 Series A preferred and 520,000 Series B preferred and 260,945 Series C preferred: $0.0001 par value, outstanding.

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DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

FORM 10-Q

FOR THE THREE AND SIX MONTH PERIODS ENDED OCTOBER 31, 2021 AND 2020

TABLE OF CONTENTS

	PART  I    —   FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of October 31, 2021 (Unaudited) and April 30, 2021 (Audited)	3
	Condensed Consolidated Statements of Operations for the Three and Six Month Periods Ended October 31, 2021 and 2020 (Unaudited)	4
	Condensed Consolidated Statements of Shareholders Deficit for the Three and Six Months Ended October 31, 2021 and 2020 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Month Periods Ended October 31 and 2020 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
	PART II   —   OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults upon Senior Securities	19
Item 4.	Mine Safety Disclosure	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	20

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PART  I   —   FINANCIAL INFORMATION

Item 1.Financial Statements

Defense Technologies International Corp. and Subsidiary
Condensed Consolidated Balance Sheets
	October 31, 2021,	April 30, 2021
	(Unaudited)	(Audited)
ASSETS
Current assets:
Cash	$    54,823	$  44,209
Inventory	78,373	69,381
Prepaid	20,000	20,000
Total current assets	153,196	133,590
Fixed assets, net of depreciation of $20,405 and $14,575	14,506	20,336
Total assets	$   167,702	$   153,927
Current liabilities:
Accounts payable and accrued expense	$   567,954	$   487,258
Accrued licenses agreement payable	146,300	121,300
Accrued interest and fees payable	192,375	169,273
Convertible notes payable, net of discount	790,450	805,890
Derivative liabilities	673,989	910,511
Payables – related parties	1,400,274	1,249,818
Customer deposits	30,375	30,375
Notes payable	375,042	377,542
Total current liabilities	4,176,759	4,151,967
Total liabilities	4,176,759	4,151,967
Commitments and Contingencies	--	--
Mezzanine equity:
Redeemable series C preferred shares; $0.0001, 1,500,000 shares authorized, 261,795 and 244,700 issued and outstanding; respectively plus accrued interest at 9%	180,764	216,257
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, Series A – 2,925,369 and 2,925,369 shares issued and outstanding, respectively	292	292
Series B – 520,000 shares issued and outstanding, respectively	52	52
Common stock, $0.0001 par value; 600,000,000 shares authorized 136,977,679, and 90,242,855 shares issued and outstanding, respectively	13,696	9,022
Additional paid-in capital	9,769,412	9,209,750
Accumulated deficit	(13,748,258)	(13,229,003)
Total	(3,964,806)	(4,009,887)
Non-controlling interest	(225,015)	(204,411)
Total stockholders’ deficit	(4,189,821)	(4,214,298)
Total liabilities and stockholders’ deficit	$    167,702	$    153,927

See notes to condensed consolidated financial statements

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Defense Technologies International Corp. and Subsidiary

Condensed Consolidated Statements of Operations

For The Periods Ending October 31,

(Unaudited)

	Three Months		Six Months
	2021	2020	2021	2020
Revenue	$        --	$  15,320	$        --	$   15,320
Cost of goods	--	13,085	--	13,085
Gross Profit	--	2,235	--	2,235
Expenses:
Depreciation	2,915	5,830	5,830	5,830
Consulting	120,000	--	255,000	--
General and administrative	82,680	168,257	149,045	357,965
Total expenses	205,595	174,087	409,875	363,795
Loss from operations	(205,595)	(171,852)	(409,875)	(363,560)
Other income (expense):
Interest expense	(24,890)	(20,237)	(50,332)	(55,097)
Interest expense – loan penalty	--	(27,658)	--	(27,658)
Gain (loss) on derivative liability	552,097	(299,700)	26,820	(233,645)
Gain (loss) on debt settlement	--	54,831	--	54,831
Finance cost	(7,500)	(97,731)	(7,500)	(103,111)
Interest- note discount	--	(128,926)	(90,060)	(257,856)
Gain (loss) on notes	--	(466,200)	--	(466,200)
Total other income (expense)	519,707	(985,621)	(121,072)	(1,088,736)
Income (loss) before income taxes	314,112	(1,157,473)	(530,947)	(1,450,296)
Provision for income taxes	-	--	--	--
Net income (loss) before non-controlling interest	314,112	(1,157,473)	(530,947)	(1,450,296)
Non- controlling interest in net loss of the consolidated subsidiary	10,591	9,755	20,605	20,582
Net income (loss) attributed to the Company	$  324,703	$  (1,147,718)	$(510,342)	$(1,429,714)
Net income (loss) per common share: Basic	$   0.00	$    (0.04)	$   (0.00)	$   (0.00)
Net income(loss) per common share: Diluted	$   0.00	$    (0.04)	$   (0.00)	$   (0.00)
Weighted average common shares outstanding: Basic	126,225,392	31,137,581	116,144,527	23,361,626
Weighted average common shares outstanding: Diluted	126,225,392	31,137,581	116,144,527	23,361,626

See notes to condensed consolidated financial statements

4

Defense Technologies International Corp. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three And Six Months Ended October 31, 2021 and 2020

(Unaudited)

					Additional		Non-	Total
	Preferred stock		Common Stock		Paid-In	Accumulated	Controlling	Stockholders’
	Shares	Amount	Shares	Amount	Capital	Deficit	Interest	Deficit
Balance, April 30, 2020	3,445,369	$  344	9,056,524	$  905	$7,191,595	$ (11,421,007)	$(161,256)	$ (4,389,419)
Common stock issued for the conversion of  debt	--	--	10,635,623	1,063	130,446	--	--	131,509
Retirement of derivative on debt conversion	--	--	--	--	237,433	--	--	237,433
Net loss	--	--	--	--	--	(281,996)	(10,877)	(292,823)
Balance at July 31, 2020	3,445,369	344	19,692,147	1,968	7,559,474	(11,703,003)	(172,083)	(4,313,300)
Common stock issued for debt	--	--	28,703,851	2,870	231,868	--	--	234,738
Retirement of derivatives on debt conversion	--	--	--	--	579,907	--	--	579,907
Net loss	--	--	--	--	--	(1,147,719)	(9,755)	(1,157,473)
Balance at October 31, 2020	3,445,369	344	48,395,998	4,838	8,371,249	(12,850,721)	(181,838)	(4,656,128)
Balance at April 30, 2021	3,690,069	344	90,242,855	9,022	9,209,750	(13,229,003)	(204,411)	(4,214,298)
Common stock issued for debt	--	--	14,174,884	1,418	100,420	--	--	101,838
Retirement of derivative at conversion	--	--	--	--	170,098	--	--	170,098
Common stock issued for Series C preferred	(97,405)	--	13,043,560	1,304	124,096	---	--	125,400
Temporary equity- preferred shares- issued	114,500	--	--	--	--	--	--	--
Capitalize funding and dividend	--	--	--	--	--	(4,757)	--	(4,757)
Net loss	--	--	--	--	--	(835,045)	(10,013)	(845,058)
Balance at July 31, 2021	3,707,164	344	117,461,299	11,744	9,604,364	(14,068,805)	(214,424)	(4,666,777)
Common stock issued for debt	--	--	6,600,517	660	30,221	--	--	30,881
Common stock issued for mezzanine conversion	(92,350)	--	12,915,863	1,292	95,224	--	--	96,516
Retirement of debt at conversion	--	--	--	--	39,603	--	--	39,603
Capitalize funding and dividend	--	--	--	--	--	(4,156)	--	(4,156)
Temporary equity-preferred shares issued	91,500	--	--	--	--	--	--	--
Net income (loss)	--	--	--	---	--	324,703	(10,591)	314,112
Balance at October 31, 2021	3,706,314	$344	136,977,679	$13,696	$9,769,412	$(13,748,258)	$(225,015)	$(4,189,821)

See notes to condensed consolidated financial statements

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Condensed Consolidated Statements of Cash Flows

For The Six Month Periods Ending October 31,

(Unaudited)

	2021	2020
Cash flows from operating activities:
Net income (loss)	$        (530,947)	$  (1,450,296)
Adjustments to reconcile net income (loss) to net cash      provided by (used in) operating activities:
Amortization of debt discount to interest expense	90,060	257,854
(Gain) loss on derivative liability	(26,820)	233,645
(Gain) loss on debt extinguishment	--	(41,684)
Loss on note	--	466,200
Depreciation	5,830	5,830
Change in operating assets and liabilities:
(Increase) decrease in inventory	(8,992)	(13,259)
Increase (decrease) in accounts payable and accrued expenses	156,028	217,092
Increase in payables – related parties	150,456	(15,320)
Customer deposits	--	113,325
Net cash provided by (used in) operating activities	(164,386)	(226,613)
Cash flows from financing activities
Repayment of convertible notes	--	(78,000)
Repayment of notes payable	(2,500)	--
Proceeds from convertible notes	--	314,715
Proceeds from Series C preferred shares	177,500	--
Net cash provided by financing activities	175,000	236,613
Net increase (decrease) in cash	10,614	10,102
Cash at beginning of period	44,209	70,416
Cash at end of period	$  54,823	$     80,518
Supplement Disclosures
Interest Paid	$           --	$               --
Income tax Paid	$           --	$               --
Noncash financing and investing activities
Retirement of derivative at debt conversion	$  209,702	$     817,340
Derivative of convertible notes on day one	$            --	$     780,913
Interest accrued on preferred shares	$            --	$               --
Common stock issued for convertible debt	$   132,719	$     366,247
Common stock issued for conversion of series C preferred	$   221,916	$               --

See notes to condensed consolidated financial statements

6

Defense Technologies International Corp. and Subsidiary

Notes to Condensed Consolidated Financial Statements

As of October 31, 2021

(Unaudited)

NOTE - 1: BASIS OF PRESENTATION AND ORGANIZATION

Defense Technologies International Corp. (the "Company ") was incorporated in the State of Delaware on May 27, 1998.  Effective June 15, 2016, the Company changed its name to Defense Technologies International Corp. from Canyon Gold Corp. to more fully represent the Company's expansion goals into the advanced technology sector.

On October 19, 2016, the Company entered into a Definitive Agreement with Controlled Capture Systems, LLC (“CCS”), representing the inventor of the technology and assets previously acquired by DTC, that included a new exclusive Patent License Agreement and Independent Contractor agreement.  Under the license agreement with CCS, the Company acquired the world-wide exclusive rights and privileges to the CCS security technology, patents, products and improvements.  The Company agreed to pay CCS an initial licensing fee of $25,000 and to pay ongoing royalties as defined in the Definitive Agreement. On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows (1) Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter (2) All payment will be in US dollars or stock of the Company and or its subsidiary.  The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive (3)Invoices for parts and materials will be billed separate of the license fees noted above.

Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company.  The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company. The Company currently owns 76.28% of PSSI with 23.72% acquired by several individuals and entities. The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI.

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  The Company’s fiscal year end is April 30.

The interim condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2021 included in its Annual Report on Form 10-K filed with the SEC.

The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of October 31, 2021, the consolidated results of its operations and its consolidated cash flows for the three and six months ended October 31, 2021 and 2020. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

7

Consolidation and Non-Controlling Interest

These consolidated financial statements include the accounts of the Company, and its majority-owned subsidiary, PSSI, from its formation on January 12, 2017 to date.  All inter-company transactions and balances have been eliminated.

Inventory

Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of October 31, 2021 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of October 31, 2021 the value of the inventory was $78,373, consisting of raw materials of $48,672 and finished goods of $29,701 with no work in process. This compares to  inventory as of April 30, 2021 of $69,381 consisting of raw materials of $55,871 and finished goods of $13,510 with no work in process.

Equipment

Equipment is carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Net Income (Loss) per Common Share

Basic net income or loss per common share is calculated by dividing the Company’s net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share is calculated by dividing the Company’s net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. With the loss in operations for the six months period ended October 31, 2021, the additional shares were determined to be non-dilutive.

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Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU) No 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas.  The ASU is effective for annual and interim periods beginning after December 31, 2021 and early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements.

NOTE - 2: GOING CONCERN

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern.  Through October 31, 2021, the Company had no revenues, has accumulated deficit of $13,748,258 and a working capital deficit of $4,023,563 and expects to incur further losses in the development of its business. The Company has not yet established an ongoing source of revenue sufficient to cover operating costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2022 by issuing debt and equity securities and by the continued support of its related parties.  The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.  

NOTE – 3: INVESTMENTS

Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company.  The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company for 17,500 shares of PSSI valued at $378,600 for 76.28% of PSSI. The balance of PSSI was acquired by four individuals and entities.  The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI. The investment was impaired as of April 30, 2019.

NOTE - 4: RELATED PARTY TRANSACTIONS

Management and administrative services are currently compensated as per a Service Agreement between the Company and its Chief Executive Officer and Director executed on April 25, 2016 and a Service Agreement with the subsidiary PSSI executed on January 12, 2017, a Service Agreement between the Company and a Director executed on May 20, 2016, and an Administration Agreement with a related party executed on March 15, 2011 and renewed on May 1, 2017 plus the assumption of a Service Agreement with the subsidiary PSSI assumed on January 12, 2017, whereby the fee is based on services provided and invoiced by the related parties on a monthly basis and the fees are paid in cash when possible or with common stock.  The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay.  These types of transactions, when incurred, result in payables to related parties in the Company’s consolidated financial statements as a necessary part of funding the Company’s operations.

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As of October 31, 2021 and April 30, 2021, the Company had payable balances due to related parties totaling $1,400,274 and $1,249,818, respectively, which resulted from transactions with these related parties and other significant shareholders.

NOTE – 5: NOTES PAYABLE

On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor.

On July 6, 2018, the Company signed an investment agreement with a third party. Under the terms of the agreement the Company received $250,000 through the Company attorney’s trust account. On July 12, 2018, the Company received the $250,000 less wire and legal payment of $10,045. In addition the note holder will receive a royalty of 5% up to $250,000 and then a royalty of 3.5% for two years thereafter. The note holder will receive 150,000 shares of the Company’s common stock plus 100,000 warrants to purchase common shares within three years at $2.50 per share which expired during this quarter. As of October 31, 2021 the balance of principal owed is $300,000

On July 18, 2018, the Company entered into a promissory note of $114,226.26 with interest rate of 8% per annum with Haynie & Company the Company’s former auditors. Under the terms of the agreement commencing August 15, 2018 the Company is to pay Haynie $5,000 per month. In addition the Company shall pay the note holder 20% of any funding event of private or public equity. As of October 31, 2021 the Company owed the note holder $50,042 plus interest and is in default.

During the six months ended October 31, 2020, the Company settled a portion of a note payable resulting on a gain on settlement of debt of $41,685.

As of October 31, 2021 and April 30, 2021 the outstanding balances of notes payable was $375,042 and $377,542, respectively.

NOTE – 6: CONVERTIBLE DEBT

On March 10, 2016, the Company entered into a convertible promissory note for $17,000 with ACM Services GmbH, which bears interest at an annual rate of 6% and is convertible into shares of the Company’s common stock at $0.05 per share.  The Company recorded a debt discount and a beneficial conversion feature of $17,000 at the inception of the note. As of October 31, 2021 the balance of the notes was $7,000 plus interest.

On February 16, 2018 Passive Security Scan Inc, a subsidiary of the Company issued a $20,000 convertible note to Stuart Young. The note bears interest at 6% and is convertible after 6 months from the date of the note into stock of either PSSI or the Company at 50% discount to the 10 day trailing trading value of the Company’s common stock.

On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor.

On September 6, 2018, the company received $250,000 upon issuance of a debenture related to a certain securities purchase agreement with Ionic Ventures. The debenture bears interest at 15% per annum.  The 15% original issue discount debenture (face amount $275,000) is for a six-month period and is convertible into shares of the company's common stock at an initial conversion price of $0.60 per share. Also, the debenture holder received 100,000 common stock purchase warrants to purchase DTII common stock, which may be exercised for up to three years at an initial exercise price of $0.70 per share. The note and all

10

subsequent notes from Ionic contain reset provisions. Based on the reset provision, the conversion price as of October 31, 2021 was $0.00468 per share and the number of warrants increased to 15,151,515.  The Company did not meet its payment obligation so Ionic granted an extension for an additional $30,000 being added to the principal. As of May 15, 2021 the note and interest was converted to common stock and considered paid in full.

On October 4, 2018, the Company entered into an agreement with RAB Investments AG to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of October 31, 2021, the outstanding balance of the notes were $310,627 plus interest.

On May 22, 2018, the Company signed an agreement with an investor for a loan of $25,000. The note is convertible 180 days after the date of the note to shares of the Company’s common stock at $0.75 per share or a 25% discount to the 10 day trading average prior to conversion; whichever is lower. The total amount of the loan must be converted on the date of conversion.  The note has an annual interest rate of 6%.

On March 26, 2019, the Company entered into an agreement with Iconic Ventures, LLC to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. In addition, the Company issued 300,000 three-year warrants with a strike price of $0.70 per share. The note and all subsequent notes from Ionic contain reset provisions Based on the reset provision the conversion price as of October 31, 2021 was $0.00468 per share and the number of warrants increased to 45,454,545.  The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of October 31, 2021, the balance of the note was zero. (See Note 9: Stock Options and Warrants)

On January 10, 2020, the Company issued a convertible note to Crown Bridge Partners, LLC with a principal; amount of $171,000 and a prorate original discount of $15,000.  The first tranche of the note received by the Company was a face value of $57,000 and net amount received of $50,000. Each tranche of the note matures twelve months from receipt of the tranche and bears interest at the rate of 10% per annum with a default rate of 15%. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 125% above face value. As of October 31, 2021 the balance of the note is $3,323 plus interest.

On January 13, 2020, the Company issued an additional note to Ionic Ventures, LLC for $220,000 with an original discount of $20,000.  The note is part of a securities purchase agreement dated August 31, 2018. The note matures on June 20, 2020 bearing interest at the rate of 15% per annum. The note is convertible into common stock of the Company at $0.60 per share or of 60% of the lowest trading price for twenty days prior to conversion, whichever is the lowest. As of October 31, 2021 the balance of the note was $174,500 plus interest.

On October 16, 2020, the Company issued an additional note to Ionic Ventures, LLC for $272,500 with an original discount of $20,000.  The note is part of a securities purchase agreement dated August 31, 2018. The note matures on January 1, 2022 bearing interest at the rate of 8% per annum. The note is convertible into common stock of the Company at $0.50 per share or the lowest VWAP pricing 5 days prior to conversion, whichever is the lowest. As of October 31, 2021 the balance of the note is $282,500 plus interest.

During the six months ended October 31, 2020 the Company issued 39,339,474 shares of common stock with a value of $366,247 for debt.

During the six months ended October 31, 2021 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt.

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As of October 31, 2021, and April 30, 2021, the convertible debt outstanding, net of discount, was $790,450 and $805,890, respectively.

NOTE – 7:  FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1    – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.  

Level 2     - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. 

Level 3     – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. 

As of October 31, 2021, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments.  

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The following table represents the change in the fair value of the derivative liabilities during the six months ended October 31, 2021:

	Level 1	Level 2	Level 3
Balance at April 30, 2021	$     --	$      --	$    910,511
Retirement of derivative at conversion	--	--	(209,702)
Change in fair value of derivative liability	--	--	26,820
Balance at October 31, 2021	$       --	$       --	$673,989

The estimated fair value of the derivative liabilities at October 31, 2021 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	0.25%
Expected life in years	0.25
Dividend yield	0%
Expected volatility	217.00%

NOTE – 8: EQUITY

Common Stock

On June 7, 2021, the Company filed an amendment to the Articles of Incorporation increasing the authorized shares of common stock to 600,000,000 with a par value of $0.0001 and the total number of preferred shares at 20,000,000, par value $0.0001.

During the six months ended October 31, 2020 the Company issued 39,339,474 shares of common stock with a value of $366,247 for debt.

During the six months ended October 31, 2021 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt.

During the six months ended October 31, 2021 the Company issued 25,959,423 shares of common stock for the conversion of 189,755 series C preferred shares with a value of $221,916.

Preferred Stock

The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized and has designated Series A ,B and C preferred stock.  Each share of the Series A preferred stock is convertible into ten common shares and carries voting rights on the basis of 100 votes per share.  Each share of the Series B preferred stock is convertible into ten common shares and carries no voting rights. Each Series C is convertible into 10 shares of common stock and has no voting rights.

On May 20, 2019, the Company approved the issuance of 2,831,350 shares of its common stock for the conversion of 283,135 for Series A preferred with a value of $28. As of October 31, 2021, the common shares had not been issued and the conversion was not completed.

On November 13, 2020 and corrected on December 1, 2020 the Company designated 1,500,000 preferred shares as Series C nonvoting preferred shares. The shares are convertible into common stock with terms and conditions set by the Company’s Board of Directors.

On December 8, 2020, the Company issued 120,000 shares Series C nonvoting preferred for $100,000 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. As of October 31, 2021, all the shares have been converted into common stock of the Company.

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On February 16 and April 21, 2021, the Company issued 124,700 shares Series C nonvoting preferred for $107,250 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%.  The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. As of October 31, 2021, 69,755 shares have been converted into common stock.

On June 4, 2021, the Company issued 114,500 shares Series C nonvoting preferred for $98,750 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%.  The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion.

On August 27, 2021, the Company issued 91,500 shares Series C nonvoting preferred for $78,750 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion.

On November 20, 2020, the Company filed a certificate of amendment to their articles of incorporation increasing the authorized shares to 400,000,000 of common stock, par value $0.0001 and 20,000,000 shares of preferred stock, par value $0.0001. The preferred shares were designated 5,000,000 series A, 5,000,000 series B and 1,500,000 series C. Series A is convertible into 10 shares of common stock and has 100 votes per preferred share. Series B is convertible into 10 shares of common stock with no voting rights. Series C is convertible into common stock of the Company as set by the board of directors with no voting rights.

During the six months ended October 31, 2021 the Company issued 25,959,423 shares of common stock for the conversion of 189,755 series C preferred shares with a value of $221,916.

As of October 31, 2021 the Company had 2,925,369 Series A, 520,000 Series B and 260,945 Series C preferred share issued and outstanding.

NOTE – 9: STOCK OPTIONS AND WARRANTS

During the six months ended October 31, 2021 the issuance of shares at a strike price lower than the previous period triggered a recalculation of the number of warrants to be issued. The issuance of warrants increased by 26,922,728. The down round calculation on the warrants did not trigger an amount greater than the down round calculated in earlier quarters. As part of the changes, the warrants expiration dates were extended to October 30, 2023 and February 27, 2024.

A summary of the Company’s stock options and warrants as of October 31, 2021, and changes during the six months then ended is as follows:

	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)	Aggregate Intrinsic Value
Outstanding at April 30, 2021	33,783,333	$	0.037	2.48	$  239,861
Granted by adjustment	26,922,728		0.00468	2.31	--
Exercised	--		--	--	--
Forfeited or expired	(100,000)		--	--	--
Outstanding and exercisable at October 31, 2021	60,606,061	$	0.00468	2.31	$283,636

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NOTE – 10:  COMMITMENTS AND CONTINGENCIES

The Company has the following material commitments as of October 31, 2021:

a)   Administration Agreement with EMAC Handel’s AG, renewed effective May 1, 2017 for a period of three years and amended May 1, 2021. Monthly fee for administration services of $7,500, office rent of $250 and office supplies of $125.  Extraordinary expenses are invoiced by EMAC on a quarterly basis.  The fee may be paid in cash and or with common stock.

b)   Service Agreement signed April 25, 2016 with Merrill W. Moses, President, Director and CEO, for services of $7,500 per month beginning May 2016 and the issuance of 233 restricted common shares of the Company.  The fees may be paid in cash and or with common stock.

c)   Service Agreement signed May 20, 2016 with Charles C. Hooper, Director, for services of $5,000 per month beginning May 2016 and the issuance of 233 restricted common shares of the Company.  The fees may be paid in cash and or with common stock.

d)   Administration and Management Agreement of PSSI signed January 12, 2017 with EMAC Handel Investments AG, for general fees of $7,500 per month, office rent of $250 and telephone of $125 beginning January 2017 and amended May 1, 2021, the issuance of 2,000 common shares of PSSI and a 12% royalty calculated on defines sales revenues payable within 10 days after the monthly sales.

e)   Service Agreement of PSSI signed January 12, 2017 with Merrill W. Moses, President, Director and CEO, for services of $2,500 per month beginning February 2017 and the issuance of 333 common shares of PSSI.  

f)   Business Development and Consulting Agreement of PSSI signed January 15, 2017 with WSMG Advisors, Inc., for finder’s fees of 10% of funding raised for PSSI and the issuance of 1,000 common shares of PSSI.  

On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows.

·Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter. 

·All payment will be in US dollars or stock of the Company and or its subsidiary.  The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive. 

·Invoices for parts and materials will be billed separate of the license fees noted above. 

NOTE - 11:  LEASE

On October 16, 2018, the Company signed a three year lease for the Company’s warehouse space effective on November 1, 2018 through October 31, 2021. The lease is for approximately 4,700 square feet of warehouse space with a gross monthly rental cost including common area charges of $3,250. The lease was terminated by the landlord on August 30, 2019 with the outstanding balance due of $11,230. 

NOTE - 12:  SUBSEQUENT EVENTS  

On November 16, 2021, the Company converted 32,350 shares of preferred stock into 6,378,443 shares of common stock with a value of $ 33,806.

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The Company has evaluated subsequent events to determine events occurring after October 31, 2021 through December 14, 2021 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than the ones disclosed above.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following information should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Defense Technologies International Corp. (the "Company ") was incorporated in the State of Delaware on May 27, 1998. Effective June 15, 2016, the Company changed its name to Defense Technologies International Corp. from Canyon Gold Corp. to more fully represent the Company's expansion goals into the advanced technology sector.

On October 19, 2016, the Company entered into a Definitive Agreement with Controlled Capture Systems, LLC (“CCS”), representing the inventor of the technology and assets previously acquired by DTC, which included a new exclusive Patent License Agreement and Independent Contractor agreement. Under the license agreement with CCS, the Company acquired the world-wide exclusive rights and privileges to the CCS security technology, patents, products, and improvements. The Company agreed to pay CCS an initial licensing fee of $25,000 and to pay ongoing royalties as defined in the Definitive Agreement.

On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows (1) Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter (2) All payment will be in US dollars or stock of the Company and or its subsidiary.  The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive.

Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company.  The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company.  The Company owns 79.8% of PSSI with 20.2% acquired by several individuals and entities.  The Company plans to continue the development of the technology. All sales and marketing activities are through PSSI.

The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of and for the three and six months ended October 31, 2021.

The Company’s security products are licensed from CCS and developed by the company designed for personal and collateral protection. Products derived from this technology are intended to provide passive security scanning units for either walk-through or hand-held use to improve security for schools and other public facilities. Passive Portal units use electromagnets and do not emit anything (such as x-rays) through the subject. We have also completed a prototype with optional “Digital Imaging”, which will give the user of the scanner the ability to recall the entire traffic passing through the scanner at any time thereafter.

As of May 19, 2020 the Company added an IR Camera for detection of elevated body temperatures and is presently offering three products:  

●PASSIVE PORTAL – Screens for Weapons only; 

●PASSIVE PORTAL with EBT – Screens for Weapons and elevated body temperature; 

●EBT Station – Screens for elevated body temperature only. 

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Forward Looking and Cautionary Statements

This report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar terms, variations of such terms or the negative of such terms.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors.  Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Results of Operations

During the six months ended October 31, 2021 the Company had no revenue.

Our operating expenses for the three and six months ended October 31, 2021 was $205,595 and $409,875 compared to $174,087 and $363,560 for the same period in 2020. The increase was due primarily to higher consulting costs, which were $255,000 for the six months periods ending October 31, 2021. The Company recorded depreciation of $5,830 for the six month periods ended October 31, 2021 and 2020, respectively.

Interest expenses incurred in the three and six months ended October 31, 2021 was $24,908 and $50,332 compared to $20,237 and $55,097, for the same periods in 2020.

Change in derivative liability resulted in a decrease of $26,820 for the six months period ended October 31, 2021, compared to a loss of $233,645 for the same period in 2020  We estimate the fair value of the derivative for the conversion feature of our convertible notes payable using the American Binominal Lattice pricing model at the inception of the debt, at the date of conversions to equity, cash payments and at reporting date, recording a derivative liability, debt discount and a gain or loss on change in derivative liability as applicable.  These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, and variable conversion prices based on market prices as defined in the respective loan agreements.  These inputs are subject to significant changes from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material.

Total other income and expense for the three and six months period ended October 31, 2021 resulted in other income of $490,402 and other expense of $150,377 compared to other expense of $985,621 and $1,088,736 for the three and six months period in 2020. The variance is primarily due to the change in derivative liability and interest in the six months period in both 2021 and 2020 plus finance costs and interest attributed to note discount in 2020 versus the same period in 2021.

Net income and loss before non-controlling interest for the three and six months period ended October 31, 2021 was net income of $314,112 and net loss of $530,947 compared net loss of $1,157,473 and $1,450,296 for the same period in 2020. After adjusting for our consolidated subsidiary, net loss and net income for the three and six month period ended October 31, 2021 were a net income of $324,703 and net loss of $510,342 compared to a net loss of $1,147,718 and $1,429,714 for the same period in 2020, respectively.

Liquidity and Capital Resources

At October 31, 2021, the Company had total current assets of $153,196, and total current liabilities of $4,176,759, resulting in a working capital deficit of $4,023,563. Included in our current liabilities and working capital deficit at October 31, 2021 are derivative liabilities totaling $673,989 related to the conversion features of certain of our convertible notes payable, convertible notes of $790,450, net of discount, payables due related parties of $1,400,274, accounts payable and accrued expense of $567,954

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and notes payables of $375,042. We anticipate that in the short-term, operating funds will continue to be provided by related parties and other lenders.

As of October 31, 2021, we had total convertible notes payable of $790,450, net of discount. Several of the note agreements require repayment through conversion of principal and interest into shares of the Company’s common stock. We anticipate, therefore, converting these notes payable into shares of our common stock without the need for replacement financing; however, there can be no assurance that we will be successful in accomplishing this.

During the six months ended October 31, 2021, net cash used in operating activities was $164,386 compared to cash used of $226,613 in the same period in 2020. Net cash used in 2021 consisted of net loss of $530,947, a gain in derivative liability of $26,820 and increase in payables to related parties of $150,456 and accounts payable and accrued expenses of $156,027.

During the six months ended October 31, 2021, net cash provided by financing activities was $175,000 consisting of the sale of Series C preferred shares for $177,500 offset by repayment of notes of $2,500.

We have had minimal revenue and paid expenses and costs with proceeds from the issuance of securities as well as by loans from investor, stockholders and other related parties.

Our immediate goal is to provide funding for the completion of the production of the Offender Alert Passive Scan licensed from CCS.  The Offender Alert Passive Scan is an advanced passive scanning system for detecting and identifying concealed threats.

We have built 11 Passive Portal units, two of which were used in the previously announced BETA Test at a school near Austin TX , 5 were sold and 4 have been put out as demonstration models. The units have been tested multiple times and performed with a 100% success every time. We are confident that upon the successful conclusion of the Beta Test, we will receive the first orders from school districts that will generate initial revenues to the Company.

We believe a related party and other lenders will provide sufficient funds to carry on general operations in the near term and fund DTC’s production and sales.  We expect to raise additional funds from the sale of securities, stockholder loans and convertible debt.  However, we may not be successful in our efforts to obtain financing to carry out our business plan.

See the notes to our condensed consolidated financial statements for a discussion of recently issued accounting pronouncements that we have either implemented or that may have a material future impact on our financial position or results of operations.

Off-Balance Sheet Arrangements

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

Item 3.      Quantitative and Qualitative Disclosures About Market Risk. 

This item is not required for a smaller reporting company.

Item 4.Controls and Procedures. 

Evaluation of Disclosure Controls and Procedures.  As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) (“Exchange Act”).  Based on this evaluation, the principal executive officer and

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principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, in a manner that allows timely decisions regarding required disclosures.

We operate with a limited number of accounting and financial personnel.  Although we retain the services of an experienced certified public accountant, we have been unable to implement proper segregation of duties over certain accounting and financial reporting processes, including timely and proper documentation of material transactions and agreements.  We believe these control deficiencies represent material weaknesses in internal control over financial reporting.

Despite the material weaknesses in financial reporting noted above, we believe that our consolidated financial statements included in this report fairly present our financial position, results of operations and cash flows as of and for the periods presented in all material respects.

Changes in Internal Control over Financial Reporting.  There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.Legal Proceedings 

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A.Risk Factors 

This item is not required for a smaller reporting company.

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

During the six months ended October 31, 2021 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt.

During the six months ended October 31, 2021 the Company issued 25,959,423 shares of common stock for the conversion of 189,755 series C preferred shares with a value of $221,916.

The issuances of the Company’s common stock set forth above were in private transactions to a person familiar with the Company’s business, pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Item 3.Defaults Upon Senior Securities 

This item is not applicable.

Item 4.Mine Safety Disclosure 

This item is not applicable.

Item 5.Other Information 

Not applicable

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Item 6.Exhibits 

The following exhibits are filed as part of this report:

Exhibit No.	Description of Exhibit
31.1	Section 302 Certification of Chief Executive Officer and Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101 INS*	XBRL Instance Document
101SCH*	XBRL Taxonomy Extension Schema
101 CAL*	XBRL Taxonomy Extension Calculation Linkbase
101 DEF*	XBRL Taxonomy Extension Definition Linkbase
101 LAB*	XBRL Taxonomy Extension Label Linkbase
101 PRE*	XBRL Taxonomy Extension Presentation Linkbase

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

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

DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

Date: December 14, 2021              By: /S/ MERRILL W. MOSES                 

Merrill W. Moses

Chief Executive Officer

Acting Chief Financial Officer 

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Merrill W. Moses, certify that: 

1.I have reviewed this quarterly report on Form 10-Q of DEFENSE TECHNOLGIES INTERNATIONAL CORP.  

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

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

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and  

procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Date: December 14, 2021

/s/ MERRILL W. MOSES

Merrill W. Moses

Chief Executive Officer

Acting Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DEFENSE TECHNOLGIES INTERNATIONAL CORP. (the “Company”) on Form 10-Q for the period ending October 31,2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Merrill W. Moses, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: 

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

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. 

/s/ MERRILL W. MOSES

Merrill W. Moses

Chief Executive Officer

Acting Chief Financial Officer

December 14, 2021

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Document and Entity Information - shares	6 Months Ended
	Oct. 31, 2021	Sep. 20, 2021
Registrant CIK	0001533357
Fiscal Year End	--04-30
Registrant Name	DEFENSE TECHNOLOGIES INTERNATIONAL CORP.
SEC Form	10-Q
Period End date	Oct. 31, 2021
Tax Identification Number (TIN)	99-0363802
Number of common stock shares outstanding		143,356,122
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54851
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2683 Via De La Valle
Entity Address, Address Line Two	Suite G418
Entity Address, City or Town	Del Mar
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92014
City Area Code	800
Local Phone Number	520-9485
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Preferred Class A
Preferred Stock, Shares Outstanding		2,925,369
Preferred Class B
Preferred Stock, Shares Outstanding		520,000
Preferred Class C
Preferred Stock, Shares Outstanding		260,945

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Condensed Consolidated Balance Sheets - USD ($)	Oct. 31, 2021	Apr. 30, 2021
Current assets:
Cash	$ 54,823	$ 44,209
Inventory	78,373	69,381
Prepaid	20,000	20,000
Total current assets	153,196	133,590
Fixed assets, net of depreciation of $20,405 and $14,575	14,506	20,336
Total assets	167,702	153,927
Current liabilities:
Accounts payable and accrued expense	567,954	487,258
Accrued licenses agreement payable	146,300	121,300
Accrued interest and fees payable	192,375	169,273
Convertible notes payable, net of discount	790,450	805,890
Derivative liabilities	673,989	910,511
Payables - related parties	1,400,274	1,249,818
Customer deposits	30,375	30,375
Notes payable	375,042	377,542
Total current liabilities	4,176,759	4,151,967
Total liabilities	4,176,759	4,151,967
Commitments and Contingencies	0	0
Stockholders' deficit:
Common shares	13,696	9,022
Additional paid-in capital	9,769,412	9,209,750
Accumulated deficit	(13,748,258)	(13,229,003)
Total	(3,964,806)	(4,009,887)
Non-controlling interest	(225,015)	(204,411)
Total stockholders' deficit	(4,189,821)	(4,214,298)
Total liabilities and stockholders' deficit	167,702	153,927
Redeemable Preferred Stock
Stockholders' deficit:
Preferred shares	180,764	216,257
Preferred shares	180,764	216,257
Series A Preferred Stock
Stockholders' deficit:
Preferred shares	292	292
Preferred shares	292	292
Series B Preferred Stock
Stockholders' deficit:
Preferred shares	52	52
Preferred shares	$ 52	$ 52

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Condensed Consolidated Balance Sheets - Parenthetical - USD ($)	Oct. 31, 2021	Apr. 30, 2021
Fixed Assetsok , Depreciation	$ 20,405	$ 14,575
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	600,000,000	600,000,000
Common Stock, Shares, Issued	136,977,679	90,242,855
Common Stock, Shares, Outstanding	136,977,679	90,242,855
Redeemable Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,500,000	1,500,000
Preferred Stock, Shares Issued	261,795	244,700
Preferred Stock, Shares Outstanding	261,795	244,700
Series A Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	2,925,369	2,925,369
Preferred Stock, Shares Outstanding	2,925,369	2,925,369
Series B Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	520,000	520,000
Preferred Stock, Shares Outstanding	520,000	520,000

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Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Details
Revenue	$ 0	$ 15,320	$ 0	$ 15,320
Cost of goods	0	13,085	0	13,085
Gross Profit	0	2,235	0	2,235
Expenses:
Depreciation	2,915	5,830	5,830	5,830
Consulting	120,000	0	255,000	0
General and administrative	82,680	168,257	149,045	357,965
Total operating expenses	205,595	174,087	409,875	363,795
Loss from operations	(205,595)	(171,852)	(409,875)	(363,560)
Other income (expense):
Interest expense	(24,890)	(20,237)	(50,332)	(55,097)
Interest expense - loan penalty	0	(27,658)	0	(27,658)
Gain (loss) on derivative liability	552,097	(299,700)	26,820	(233,645)
Gain (loss) on debt settlement	0	54,831	0	54,831
Finance cost	(7,500)	(97,731)	(7,500)	(103,111)
Interest- note discount	0	(128,926)	(90,060)	(257,856)
Gain (loss) on notes	0	(466,200)	0	(466,200)
Total other income (expense)	519,707	(985,621)	(121,072)	(1,088,736)
Income (loss) before income taxes	314,112	(1,157,473)	(530,947)	(1,450,296)
Provision for income taxes	0	0	0	0
Net income (loss) before non-controlling interest	314,112	(1,157,473)	(530,947)	(1,450,296)
Non- controlling interest in net loss of the consolidated subsidiary	10,591	9,755	20,605	20,582
Net income (loss) attributed to the Company	$ 324,703	$ (1,147,718)	$ (510,342)	$ (1,429,714)
Net income (loss) per common share: Basic	$ 0.00	$ (0.04)	$ (0.00)	$ (0.00)
Net income(loss) per common share: Diluted	$ 0.00	$ (0.04)	$ (0.00)	$ (0.00)
Weighted Average Number of Shares Outstanding, Basic	126,225,392	31,137,581	116,144,527	23,361,626
Weighted Average Number of Shares Outstanding, Diluted	126,225,392	31,137,581	116,144,527	23,361,626

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Consolidated Statements of Shareholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	Total
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2020	$ 344	$ 905	$ 7,191,595	$ (11,421,007)	$ (161,256)	$ (4,389,419)
Shares, Outstanding, Beginning Balance at Apr. 30, 2020	3,445,369	9,056,524
Debt Conversion, Converted Instrument, Amount	$ 0	$ 1,063	130,446	0	0	131,509
Debt Conversion, Converted Instrument, Shares Issued		10,635,623
Retirement of derivative at conversion	0	$ 0	237,433	0	0	237,433
Net income (loss) before non-controlling interest	0	0	0	(281,996)	(10,877)	(292,823)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jul. 31, 2020	$ 344	$ 1,968	7,559,474	(11,703,003)	(172,083)	(4,313,300)
Shares, Outstanding, Ending Balance at Jul. 31, 2020	3,445,369	19,692,147
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2020	$ 344	$ 905	7,191,595	(11,421,007)	(161,256)	(4,389,419)
Shares, Outstanding, Beginning Balance at Apr. 30, 2020	3,445,369	9,056,524
Common stock issued for preferred shares, Value						0
Retirement of derivative at conversion						817,340
Net income (loss) before non-controlling interest						(1,450,296)
Net income (loss) attributed to the Company						(1,429,714)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2020	$ 344	$ 4,838	8,371,249	(12,850,721)	(181,838)	(4,656,128)
Shares, Outstanding, Ending Balance at Oct. 31, 2020	3,445,369	48,395,998
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jul. 31, 2020	$ 344	$ 1,968	7,559,474	(11,703,003)	(172,083)	(4,313,300)
Shares, Outstanding, Beginning Balance at Jul. 31, 2020	3,445,369	19,692,147
Debt Conversion, Converted Instrument, Amount	$ 0	$ 2,870	231,868	0	0	234,738
Debt Conversion, Converted Instrument, Shares Issued		28,703,851
Retirement of derivative at conversion	0	$ 0	579,907	0	0	579,907
Net income (loss) before non-controlling interest	0	0	0	(1,147,719)	(9,755)	(1,157,473)
Net income (loss) attributed to the Company						(1,147,718)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2020	$ 344	$ 4,838	8,371,249	(12,850,721)	(181,838)	(4,656,128)
Shares, Outstanding, Ending Balance at Oct. 31, 2020	3,445,369	48,395,998
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2021	$ 344	$ 9,022	9,209,750	(13,229,003)	(204,411)	(4,214,298)
Shares, Outstanding, Beginning Balance at Apr. 30, 2021	3,690,069	90,242,855
Common stock issued for preferred shares, Value	$ 0	$ 1,304	124,096	0	0	125,400
Common stock issued for preferred shares, Shares	(97,405)	13,043,560
Temporary Equity, Stock Issued During Period, Value, New Issues	$ 0	$ 0	0	0	0	0
Temporary Equity Stock Issued During Period, Shares, New Issues	114,500
Capitalize funding and dividend	$ 0	0	0	(4,757)	0	(4,757)
Debt Conversion, Converted Instrument, Amount	0	$ 1,418	100,420	0	0	101,838
Debt Conversion, Converted Instrument, Shares Issued		14,174,884
Retirement of derivative at conversion	0	$ 0	170,098	0	0	170,098
Net income (loss) before non-controlling interest	0	0	0	(835,045)	(10,013)	(845,058)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jul. 31, 2021	$ 344	$ 11,744	9,604,364	(14,068,805)	(214,424)	(4,666,777)
Shares, Outstanding, Ending Balance at Jul. 31, 2021	3,707,164	117,461,299
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2021	$ 344	$ 9,022	9,209,750	(13,229,003)	(204,411)	(4,214,298)
Shares, Outstanding, Beginning Balance at Apr. 30, 2021	3,690,069	90,242,855
Common stock issued for preferred shares, Value						221,916
Common stock issued for preferred shares, Shares		25,959,423
Retirement of derivative at conversion						209,702
Net income (loss) before non-controlling interest						(530,947)
Net income (loss) attributed to the Company						(510,342)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2021	$ 344	$ 13,696	9,769,412	(13,748,258)	(225,015)	(4,189,821)
Shares, Outstanding, Ending Balance at Oct. 31, 2021	3,706,314	136,977,679
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jul. 31, 2021	$ 344	$ 11,744	9,604,364	(14,068,805)	(214,424)	(4,666,777)
Shares, Outstanding, Beginning Balance at Jul. 31, 2021	3,707,164	117,461,299
Common stock issued for mezzanine conversion	$ 0	$ 1,292	95,224	0	0	96,516
Common stock issued for mezzanine conversion - shares	(92,350)	12,915,863
Temporary Equity, Stock Issued During Period, Value, New Issues	$ 0	$ 0	0	0	0	0
Temporary Equity Stock Issued During Period, Shares, New Issues	91,500
Capitalize funding and dividend	$ 0	0	0	(4,156)	0	(4,156)
Debt Conversion, Converted Instrument, Amount	0	$ 660	30,221	0	0	30,881
Debt Conversion, Converted Instrument, Shares Issued		6,600,517
Retirement of derivative at conversion	0	$ 0	39,603	0	0	39,603
Net income (loss) before non-controlling interest	0	0	0	324,703	(10,591)	314,112
Net income (loss) attributed to the Company						324,703
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2021	$ 344	$ 13,696	$ 9,769,412	$ (13,748,258)	$ (225,015)	$ (4,189,821)
Shares, Outstanding, Ending Balance at Oct. 31, 2021	3,706,314	136,977,679

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Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Cash flows from operating activities:
Net income (loss) before non-controlling interest	$ (530,947)	$ (1,450,296)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of debt discount to interest expense	90,060	257,854
(Gain) loss on derivative liability	(26,820)	233,645
(Gain) loss on debt extinguishment	0	(41,684)
Gain (loss) on notes	0	466,200
Depreciation	5,830	5,830
Change in operating assets and liabilities:
(Increase) decrease in inventory	(8,992)	(13,259)
Increase (decrease) in accounts payable and accrued expenses	156,028	217,092
Increase in payables - related parties	150,456	(15,320)
Customer deposits	0	113,325
Net cash provided by (used in) operating activities	(164,386)	(226,613)
Net Cash Provided by (Used in) Investing Activities
Repayment of convertible notes	0	(78,000)
Repayment of notes payable	(2,500)	0
Proceeds from convertible notes	0	314,715
Proceeds from Series C preferred shares	177,500	0
Net Cash Provided by (Used in) Financing Activities	175,000	236,613
Net increase (decrease) in cash	10,614	10,102
Cash at beginning of period	44,209	70,416
Cash at end of period	54,823	80,518
Supplemental Cash Flow Information
Interest Paid	0	0
Income tax Paid	0	0
Noncash financing and investing activities
Retirement of derivative at conversion	209,702	817,340
Retirement of derivative at conversion	0	780,913
Interest accrued on preferred shares	0	0
Common stock issued for convertible debt	132,719	366,247
Common stock issued for preferred shares, Value	$ 221,916	$ 0

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION

6 Months Ended

Oct. 31, 2021

Notes

NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION

NOTE - 1: BASIS OF PRESENTATION AND ORGANIZATION

Defense Technologies International Corp. (the "Company ") was incorporated in the State of Delaware on May 27, 1998.  Effective June 15, 2016, the Company changed its name to Defense Technologies International Corp. from Canyon Gold Corp. to more fully represent the Company's expansion goals into the advanced technology sector.

On October 19, 2016, the Company entered into a Definitive Agreement with Controlled Capture Systems, LLC (“CCS”), representing the inventor of the technology and assets previously acquired by DTC, that included a new exclusive Patent License Agreement and Independent Contractor agreement.  Under the license agreement with CCS, the Company acquired the world-wide exclusive rights and privileges to the CCS security technology, patents, products and improvements.  The Company agreed to pay CCS an initial licensing fee of $25,000 and to pay ongoing royalties as defined in the Definitive Agreement. On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows (1) Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter (2) All payment will be in US dollars or stock of the Company and or its subsidiary.  The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive (3)Invoices for parts and materials will be billed separate of the license fees noted above.

Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company.  The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company. The Company currently owns 76.28% of PSSI with 23.72% acquired by several individuals and entities. The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI.

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  The Company’s fiscal year end is April 30.

The interim condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2021 included in its Annual Report on Form 10-K filed with the SEC.

The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of October 31, 2021, the consolidated results of its operations and its consolidated cash flows for the three and six months ended October 31, 2021 and 2020. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

Consolidation and Non-Controlling Interest

These consolidated financial statements include the accounts of the Company, and its majority-owned subsidiary, PSSI, from its formation on January 12, 2017 to date.  All inter-company transactions and balances have been eliminated.

Inventory

Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of October 31, 2021 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of October 31, 2021 the value of the inventory was $78,373, consisting of raw materials of $48,672 and finished goods of $29,701 with no work in process. This compares to  inventory as of April 30, 2021 of $69,381 consisting of raw materials of $55,871 and finished goods of $13,510 with no work in process.

Equipment

Equipment is carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Net Income (Loss) per Common Share

Basic net income or loss per common share is calculated by dividing the Company’s net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share is calculated by dividing the Company’s net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. With the loss in operations for the six months period ended October 31, 2021, the additional shares were determined to be non-dilutive.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU) No 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas.  The ASU is effective for annual and interim periods beginning after December 31, 2021 and early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements.

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NOTE- 2: GOING CONCERN

6 Months Ended

Oct. 31, 2021

Notes

NOTE- 2: GOING CONCERN

NOTE - 2: GOING CONCERN

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern.  Through October 31, 2021, the Company had no revenues, has accumulated deficit of $13,748,258 and a working capital deficit of $4,023,563 and expects to incur further losses in the development of its business. The Company has not yet established an ongoing source of revenue sufficient to cover operating costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2022 by issuing debt and equity securities and by the continued support of its related parties.  The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.  

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NOTE - 3: INVESTMENTS

6 Months Ended

Oct. 31, 2021

Notes

NOTE - 3: INVESTMENTS

NOTE – 3: INVESTMENTS

Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company.  The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company for 17,500 shares of PSSI valued at $378,600 for 76.28% of PSSI. The balance of PSSI was acquired by four individuals and entities.  The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI. The investment was impaired as of April 30, 2019.

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NOTE -4: RELATED PARTY TRANSACTIONS

6 Months Ended

Oct. 31, 2021

Notes

NOTE -4: RELATED PARTY TRANSACTIONS

NOTE - 4: RELATED PARTY TRANSACTIONS

Management and administrative services are currently compensated as per a Service Agreement between the Company and its Chief Executive Officer and Director executed on April 25, 2016 and a Service Agreement with the subsidiary PSSI executed on January 12, 2017, a Service Agreement between the Company and a Director executed on May 20, 2016, and an Administration Agreement with a related party executed on March 15, 2011 and renewed on May 1, 2017 plus the assumption of a Service Agreement with the subsidiary PSSI assumed on January 12, 2017, whereby the fee is based on services provided and invoiced by the related parties on a monthly basis and the fees are paid in cash when possible or with common stock.  The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay.  These types of transactions, when incurred, result in payables to related parties in the Company’s consolidated financial statements as a necessary part of funding the Company’s operations.

As of October 31, 2021 and April 30, 2021, the Company had payable balances due to related parties totaling $1,400,274 and $1,249,818, respectively, which resulted from transactions with these related parties and other significant shareholders.

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NOTE - 5: NOTES PAYABLE

6 Months Ended

Oct. 31, 2021

Notes

NOTE - 5: NOTES PAYABLE

NOTE – 5: NOTES PAYABLE

On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor.

On July 6, 2018, the Company signed an investment agreement with a third party. Under the terms of the agreement the Company received $250,000 through the Company attorney’s trust account. On July 12, 2018, the Company received the $250,000 less wire and legal payment of $10,045. In addition the note holder will receive a royalty of 5% up to $250,000 and then a royalty of 3.5% for two years thereafter. The note holder will receive 150,000 shares of the Company’s common stock plus 100,000 warrants to purchase common shares within three years at $2.50 per share which expired during this quarter. As of October 31, 2021 the balance of principal owed is $300,000

On July 18, 2018, the Company entered into a promissory note of $114,226.26 with interest rate of 8% per annum with Haynie & Company the Company’s former auditors. Under the terms of the agreement commencing August 15, 2018 the Company is to pay Haynie $5,000 per month. In addition the Company shall pay the note holder 20% of any funding event of private or public equity. As of October 31, 2021 the Company owed the note holder $50,042 plus interest and is in default.

During the six months ended October 31, 2020, the Company settled a portion of a note payable resulting on a gain on settlement of debt of $41,685.

As of October 31, 2021 and April 30, 2021 the outstanding balances of notes payable was $375,042 and $377,542, respectively.

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6. Convertible Debt

6 Months Ended

Oct. 31, 2021

Notes

6. Convertible Debt

NOTE – 6: CONVERTIBLE DEBT

On March 10, 2016, the Company entered into a convertible promissory note for $17,000 with ACM Services GmbH, which bears interest at an annual rate of 6% and is convertible into shares of the Company’s common stock at $0.05 per share.  The Company recorded a debt discount and a beneficial conversion feature of $17,000 at the inception of the note. As of October 31, 2021 the balance of the notes was $7,000 plus interest.

On February 16, 2018 Passive Security Scan Inc, a subsidiary of the Company issued a $20,000 convertible note to Stuart Young. The note bears interest at 6% and is convertible after 6 months from the date of the note into stock of either PSSI or the Company at 50% discount to the 10 day trailing trading value of the Company’s common stock.

On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor.

On September 6, 2018, the company received $250,000 upon issuance of a debenture related to a certain securities purchase agreement with Ionic Ventures. The debenture bears interest at 15% per annum.  The 15% original issue discount debenture (face amount $275,000) is for a six-month period and is convertible into shares of the company's common stock at an initial conversion price of $0.60 per share. Also, the debenture holder received 100,000 common stock purchase warrants to purchase DTII common stock, which may be exercised for up to three years at an initial exercise price of $0.70 per share. The note and all

subsequent notes from Ionic contain reset provisions. Based on the reset provision, the conversion price as of October 31, 2021 was $0.00468 per share and the number of warrants increased to 15,151,515.  The Company did not meet its payment obligation so Ionic granted an extension for an additional $30,000 being added to the principal. As of May 15, 2021 the note and interest was converted to common stock and considered paid in full.

On October 4, 2018, the Company entered into an agreement with RAB Investments AG to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of October 31, 2021, the outstanding balance of the notes were $310,627 plus interest.

On May 22, 2018, the Company signed an agreement with an investor for a loan of $25,000. The note is convertible 180 days after the date of the note to shares of the Company’s common stock at $0.75 per share or a 25% discount to the 10 day trading average prior to conversion; whichever is lower. The total amount of the loan must be converted on the date of conversion.  The note has an annual interest rate of 6%.

On March 26, 2019, the Company entered into an agreement with Iconic Ventures, LLC to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. In addition, the Company issued 300,000 three-year warrants with a strike price of $0.70 per share. The note and all subsequent notes from Ionic contain reset provisions Based on the reset provision the conversion price as of October 31, 2021 was $0.00468 per share and the number of warrants increased to 45,454,545.  The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of October 31, 2021, the balance of the note was zero. (See Note 9: Stock Options and Warrants)

On January 10, 2020, the Company issued a convertible note to Crown Bridge Partners, LLC with a principal; amount of $171,000 and a prorate original discount of $15,000.  The first tranche of the note received by the Company was a face value of $57,000 and net amount received of $50,000. Each tranche of the note matures twelve months from receipt of the tranche and bears interest at the rate of 10% per annum with a default rate of 15%. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 125% above face value. As of October 31, 2021 the balance of the note is $3,323 plus interest.

On January 13, 2020, the Company issued an additional note to Ionic Ventures, LLC for $220,000 with an original discount of $20,000.  The note is part of a securities purchase agreement dated August 31, 2018. The note matures on June 20, 2020 bearing interest at the rate of 15% per annum. The note is convertible into common stock of the Company at $0.60 per share or of 60% of the lowest trading price for twenty days prior to conversion, whichever is the lowest. As of October 31, 2021 the balance of the note was $174,500 plus interest.

On October 16, 2020, the Company issued an additional note to Ionic Ventures, LLC for $272,500 with an original discount of $20,000.  The note is part of a securities purchase agreement dated August 31, 2018. The note matures on January 1, 2022 bearing interest at the rate of 8% per annum. The note is convertible into common stock of the Company at $0.50 per share or the lowest VWAP pricing 5 days prior to conversion, whichever is the lowest. As of October 31, 2021 the balance of the note is $282,500 plus interest.

During the six months ended October 31, 2020 the Company issued 39,339,474 shares of common stock with a value of $366,247 for debt.

During the six months ended October 31, 2021 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt.

As of October 31, 2021, and April 30, 2021, the convertible debt outstanding, net of discount, was $790,450 and $805,890, respectively.

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7. Fair Value Measurements and Derivative Liabilities

6 Months Ended

Oct. 31, 2021

Notes

7. Fair Value Measurements and Derivative Liabilities

NOTE – 7:  FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1    – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.  

Level 2     - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. 

Level 3     – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. 

As of October 31, 2021, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments.  

The following table represents the change in the fair value of the derivative liabilities during the six months ended October 31, 2021:

	Level 1	Level 2	Level 3
Balance at April 30, 2021	$     --	$      --	$    910,511
Retirement of derivative at conversion	--	--	(209,702)
Change in fair value of derivative liability	--	--	26,820
Balance at October 31, 2021	$       --	$       --	$673,989

The estimated fair value of the derivative liabilities at October 31, 2021 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	0.25%
Expected life in years	0.25
Dividend yield	0%
Expected volatility	217.00%

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8. Equity

6 Months Ended

Oct. 31, 2021

Notes

8. Equity

NOTE – 8: EQUITY

Common Stock

On June 7, 2021, the Company filed an amendment to the Articles of Incorporation increasing the authorized shares of common stock to 600,000,000 with a par value of $0.0001 and the total number of preferred shares at 20,000,000, par value $0.0001.

During the six months ended October 31, 2020 the Company issued 39,339,474 shares of common stock with a value of $366,247 for debt.

During the six months ended October 31, 2021 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt.

During the six months ended October 31, 2021 the Company issued 25,959,423 shares of common stock for the conversion of 189,755 series C preferred shares with a value of $221,916.

Preferred Stock

The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized and has designated Series A ,B and C preferred stock.  Each share of the Series A preferred stock is convertible into ten common shares and carries voting rights on the basis of 100 votes per share.  Each share of the Series B preferred stock is convertible into ten common shares and carries no voting rights. Each Series C is convertible into 10 shares of common stock and has no voting rights.

On May 20, 2019, the Company approved the issuance of 2,831,350 shares of its common stock for the conversion of 283,135 for Series A preferred with a value of $28. As of October 31, 2021, the common shares had not been issued and the conversion was not completed.

On November 13, 2020 and corrected on December 1, 2020 the Company designated 1,500,000 preferred shares as Series C nonvoting preferred shares. The shares are convertible into common stock with terms and conditions set by the Company’s Board of Directors.

On December 8, 2020, the Company issued 120,000 shares Series C nonvoting preferred for $100,000 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. As of October 31, 2021, all the shares have been converted into common stock of the Company.

On February 16 and April 21, 2021, the Company issued 124,700 shares Series C nonvoting preferred for $107,250 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%.  The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. As of October 31, 2021, 69,755 shares have been converted into common stock.

On June 4, 2021, the Company issued 114,500 shares Series C nonvoting preferred for $98,750 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%.  The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion.

On August 27, 2021, the Company issued 91,500 shares Series C nonvoting preferred for $78,750 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion.

On November 20, 2020, the Company filed a certificate of amendment to their articles of incorporation increasing the authorized shares to 400,000,000 of common stock, par value $0.0001 and 20,000,000 shares of preferred stock, par value $0.0001. The preferred shares were designated 5,000,000 series A, 5,000,000 series B and 1,500,000 series C. Series A is convertible into 10 shares of common stock and has 100 votes per preferred share. Series B is convertible into 10 shares of common stock with no voting rights. Series C is convertible into common stock of the Company as set by the board of directors with no voting rights.

During the six months ended October 31, 2021 the Company issued 25,959,423 shares of common stock for the conversion of 189,755 series C preferred shares with a value of $221,916.

As of October 31, 2021 the Company had 2,925,369 Series A, 520,000 Series B and 260,945 Series C preferred share issued and outstanding.

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9. Stock Options

6 Months Ended

Oct. 31, 2021

Notes

9. Stock Options

NOTE – 9: STOCK OPTIONS AND WARRANTS

During the six months ended October 31, 2021 the issuance of shares at a strike price lower than the previous period triggered a recalculation of the number of warrants to be issued. The issuance of warrants increased by 26,922,728. The down round calculation on the warrants did not trigger an amount greater than the down round calculated in earlier quarters. As part of the changes, the warrants expiration dates were extended to October 30, 2023 and February 27, 2024.

A summary of the Company’s stock options and warrants as of October 31, 2021, and changes during the six months then ended is as follows:

	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)	Aggregate Intrinsic Value
Outstanding at April 30, 2021	33,783,333	$	0.037	2.48	$  239,861
Granted by adjustment	26,922,728		0.00468	2.31	--
Exercised	--		--	--	--
Forfeited or expired	(100,000)		--	--	--
Outstanding and exercisable at October 31, 2021	60,606,061	$	0.00468	2.31	$283,636

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10. Contingencies and Commitments

6 Months Ended

Oct. 31, 2021

Notes

10. Contingencies and Commitments

NOTE – 10:  COMMITMENTS AND CONTINGENCIES

The Company has the following material commitments as of October 31, 2021:

a)   Administration Agreement with EMAC Handel’s AG, renewed effective May 1, 2017 for a period of three years and amended May 1, 2021. Monthly fee for administration services of $7,500, office rent of $250 and office supplies of $125.  Extraordinary expenses are invoiced by EMAC on a quarterly basis.  The fee may be paid in cash and or with common stock.

b)   Service Agreement signed April 25, 2016 with Merrill W. Moses, President, Director and CEO, for services of $7,500 per month beginning May 2016 and the issuance of 233 restricted common shares of the Company.  The fees may be paid in cash and or with common stock.

c)   Service Agreement signed May 20, 2016 with Charles C. Hooper, Director, for services of $5,000 per month beginning May 2016 and the issuance of 233 restricted common shares of the Company.  The fees may be paid in cash and or with common stock.

d)   Administration and Management Agreement of PSSI signed January 12, 2017 with EMAC Handel Investments AG, for general fees of $7,500 per month, office rent of $250 and telephone of $125 beginning January 2017 and amended May 1, 2021, the issuance of 2,000 common shares of PSSI and a 12% royalty calculated on defines sales revenues payable within 10 days after the monthly sales.

e)   Service Agreement of PSSI signed January 12, 2017 with Merrill W. Moses, President, Director and CEO, for services of $2,500 per month beginning February 2017 and the issuance of 333 common shares of PSSI.  

f)   Business Development and Consulting Agreement of PSSI signed January 15, 2017 with WSMG Advisors, Inc., for finder’s fees of 10% of funding raised for PSSI and the issuance of 1,000 common shares of PSSI.  

On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows.

·Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter. 

·All payment will be in US dollars or stock of the Company and or its subsidiary.  The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive. 

·Invoices for parts and materials will be billed separate of the license fees noted above. 

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11. Lease

6 Months Ended

Oct. 31, 2021

Notes

11. Lease

NOTE - 11:  LEASE

On October 16, 2018, the Company signed a three year lease for the Company’s warehouse space effective on November 1, 2018 through October 31, 2021. The lease is for approximately 4,700 square feet of warehouse space with a gross monthly rental cost including common area charges of $3,250. The lease was terminated by the landlord on August 30, 2019 with the outstanding balance due of $11,230. 

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12. Subsequent Events

6 Months Ended

Oct. 31, 2021

Notes

12. Subsequent Events

NOTE - 12:  SUBSEQUENT EVENTS  

On November 16, 2021, the Company converted 32,350 shares of preferred stock into 6,378,443 shares of common stock with a value of $ 33,806.

The Company has evaluated subsequent events to determine events occurring after October 31, 2021 through December 14, 2021 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than the ones disclosed above.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Basis of Presentation (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Basis of Presentation

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  The Company’s fiscal year end is April 30.

The interim condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2021 included in its Annual Report on Form 10-K filed with the SEC.

The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of October 31, 2021, the consolidated results of its operations and its consolidated cash flows for the three and six months ended October 31, 2021 and 2020. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Consolidation and Non-Controlling Interest (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Consolidation and Non-Controlling Interest

Consolidation and Non-Controlling Interest

These consolidated financial statements include the accounts of the Company, and its majority-owned subsidiary, PSSI, from its formation on January 12, 2017 to date.  All inter-company transactions and balances have been eliminated.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Inventory (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Inventory

Inventory

Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of October 31, 2021 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of October 31, 2021 the value of the inventory was $78,373, consisting of raw materials of $48,672 and finished goods of $29,701 with no work in process. This compares to  inventory as of April 30, 2021 of $69,381 consisting of raw materials of $55,871 and finished goods of $13,510 with no work in process.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Equipment (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Equipment

Equipment

Equipment is carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Use of Estimates (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Impairment of Long-lived Assets (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Impairment of Long-lived Assets

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Net Income (Loss) Per Common Share (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Net Income (Loss) Per Common Share

Net Income (Loss) per Common Share

Basic net income or loss per common share is calculated by dividing the Company’s net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share is calculated by dividing the Company’s net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. With the loss in operations for the six months period ended October 31, 2021, the additional shares were determined to be non-dilutive.

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Recent Accounting Pronouncements (Policies)

6 Months Ended

Oct. 31, 2021

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU) No 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas.  The ASU is effective for annual and interim periods beginning after December 31, 2021 and early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements.

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7. Fair Value Measurements and Derivative Liabilities: Schedule of Derivative Liability Related to the Conversion Feature (Tables)

6 Months Ended

Oct. 31, 2021

Tables/Schedules

Schedule of Derivative Liability Related to the Conversion Feature

	Level 1	Level 2	Level 3
Balance at April 30, 2021	$     --	$      --	$    910,511
Retirement of derivative at conversion	--	--	(209,702)
Change in fair value of derivative liability	--	--	26,820
Balance at October 31, 2021	$       --	$       --	$673,989

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7. Fair Value Measurements and Derivative Liabilities: Schedule of Assumptions Used (Tables)

6 Months Ended

Oct. 31, 2021

Tables/Schedules

Schedule of Assumptions Used

Risk-free interest rate	0.25%
Expected life in years	0.25
Dividend yield	0%
Expected volatility	217.00%

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9. Stock Options: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Tables)

6 Months Ended

Oct. 31, 2021

Stock Options

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)	Aggregate Intrinsic Value
Outstanding at April 30, 2021	33,783,333	$	0.037	2.48	$  239,861
Granted by adjustment	26,922,728		0.00468	2.31	--
Exercised	--		--	--	--
Forfeited or expired	(100,000)		--	--	--
Outstanding and exercisable at October 31, 2021	60,606,061	$	0.00468	2.31	$283,636

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION (Details)	6 Months Ended
	Oct. 31, 2021
Details
Entity Incorporation, State Country Name	Delaware
Entity Incorporation, Date of Incorporation	May 27, 1998

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NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Inventory (Details) - USD ($)	Oct. 31, 2021	Apr. 30, 2021
Details
Inventory	$ 78,373	$ 69,381
Inventory, Raw Materials, Gross	48,672	55,871
Inventory, Finished Goods, Gross	$ 29,701	$ 13,510

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NOTE- 2: GOING CONCERN (Details) - USD ($)	3 Months Ended		6 Months Ended		160 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021
Details
Net income (loss) attributed to the Company	$ (324,703)	$ 1,147,718	$ 510,342	$ 1,429,714	$ 13,748,258
Working capital deficit	$ 4,023,563		$ 4,023,563		$ 4,023,563

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NOTE - 3: INVESTMENTS (Details)	Oct. 31, 2021 USD ($)
Details
Investments	$ 378,600

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NOTE -4: RELATED PARTY TRANSACTIONS (Details) - USD ($)	Oct. 31, 2021	Apr. 30, 2021
Details
Payables - related parties	$ 1,400,274	$ 1,249,818

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NOTE - 5: NOTES PAYABLE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Apr. 30, 2021
Notes payable	$ 375,042		$ 375,042		$ 377,542
Gain (loss) on debt settlement	0	$ 54,831	0	$ 54,831
March 2018 Note Payable
Notes payable					25,000
July 6, 2018 Note Payable
Notes payable					$ 250,000
July 18, 2018 Note Payable
Notes payable	$ 114,226		$ 114,226
Note Payable 1
Gain (loss) on debt settlement				$ 41,685

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6. Convertible Debt (Details) - USD ($)		3 Months Ended		6 Months Ended
	May 22, 2018	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Apr. 30, 2021	Oct. 16, 2020	Jan. 13, 2020	Jan. 10, 2020	Mar. 26, 2019	Oct. 04, 2018
Convertible notes payable, net of discount		$ 790,450		$ 790,450		$ 805,890
Common stock issued for convertible debt				132,719	$ 366,247
Convertible Notes Payable		$ 805,890		805,890		$ 790,450
Common Stock
Common stock issued for conversion of debt shares		20,775,401	39,339,474
Convertible Note Payable 1
Convertible notes payable, net of discount		$ 17,000		$ 17,000
Preferred Stock Dividends, Shares				17,000
Convertible Note Payable 2
Convertible notes payable, net of discount		20,000		$ 20,000
Convertible Note Payable 3
Convertible notes payable, net of discount		25,000		25,000
Convertible Note Payable 4
Convertible notes payable, net of discount		250,000		250,000
Convertible Note Payable 5
Convertible notes payable, net of discount		310,627		310,627							$ 330,626
Convertible Note Payable 6
Convertible notes payable, net of discount	$ 25,000
Debt Conversion, Converted Instrument, Type	agreement with an investor
Convertible Note Payable 7
Convertible notes payable, net of discount		0		0						$ 330,626
Convertible Note Payable 8
Convertible notes payable, net of discount		3,323		3,323					$ 171,000
Convertible Note Payable 9
Convertible notes payable, net of discount		174,500		174,500				$ 220,000
Convertible Note Payable 10
Convertible notes payable, net of discount		$ 282,500		$ 282,500			$ 272,500

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7. Fair Value Measurements and Derivative Liabilities: Schedule of Derivative Liability Related to the Conversion Feature (Details) - USD ($)	3 Months Ended				6 Months Ended
	Oct. 31, 2021	Jul. 31, 2021	Oct. 31, 2020	Jul. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Apr. 30, 2021
Retirement of derivative at conversion	$ 39,603	$ 170,098	$ 579,907	$ 237,433	$ 209,702	$ 817,340
(Gain) loss on derivative liability					26,820	$ (233,645)
Fair Value, Inputs, Level 3
Derivative Liability	$ 673,989				$ 673,989		$ 910,511

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7. Fair Value Measurements and Derivative Liabilities: Schedule of Assumptions Used (Details)	6 Months Ended
	Oct. 31, 2021
Fair Value Assumptions, Risk Free Interest Rate	0.0025
Fair Value Assumptions, Expected Term	0.25
Fair Value Assumptions, Expected Dividend Rate	0
Fair Value Assumptions, Expected Volatility Rate	2.1700

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8. Equity (Details) - USD ($)			1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended		11 Months Ended
	Jun. 04, 2021	May 20, 2019	Dec. 01, 2020	Apr. 21, 2021	Jul. 31, 2021	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Apr. 30, 2021	Nov. 20, 2020
Common Stock
Common stock issued for preferred shares, Shares					13,043,560	25,959,423
Common stock issued for preferred shares, Value					$ 1,304
Common Stock, Shares Authorized						600,000,000		600,000,000	600,000,000	400,000,000
Common Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized						20,000,000		20,000,000
Preferred Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001
Common stock issued for preferred shares, Value					$ 125,400	$ 221,916	$ 0
Common Stock Issuance 1
Stock Issued During Period, Shares, New Issues						39,339,474
Stock Issued During Period, Value, New Issues						$ 366,247
Common Stock Issuance 2
Stock Issued During Period, Shares, New Issues						20,775,401
Stock Issued During Period, Value, New Issues						$ 132,719
Common Stock Issuance 8
Stock Issued During Period, Shares, New Issues		2,831,350
Common Stock Issuance 9
Stock Issued During Period, Shares, New Issues			1,500,000
Common Stock Issuance 10
Stock Issued During Period, Shares, New Issues								120,000
Common Stock Issuance 11
Stock Issued During Period, Shares, New Issues				124,700
Common Stock Issuance 12
Stock Issued During Period, Shares, New Issues	114,500
Series A Preferred Stock
Preferred Stock, Shares Authorized						20,000,000		20,000,000	20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued						2,925,369		2,925,369	2,925,369
Preferred Stock, Shares Outstanding						2,925,369		2,925,369	2,925,369
Series B Preferred Stock
Preferred Stock, Shares Authorized						20,000,000		20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued						520,000		520,000	520,000
Preferred Stock, Shares Outstanding						520,000		520,000	520,000
Series C Preferred Stock
Preferred Stock, Shares Issued						260,945		260,945
Preferred Stock, Shares Outstanding						260,945		260,945

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9. Stock Options: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Stock Options	6 Months Ended
	Oct. 31, 2021 USD ($) $ / shares shares	Apr. 30, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares		33,783,333
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		$ 0.037
Share Based Compensation Arrangement By Share Based Payment Award, Weighted Average Remaining Contract Term (Years)	2.31	2.48
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $	$ 283,636	$ 239,861
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares	26,922,728
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.00468
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $	$ 0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | shares	(100,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares	60,606,061
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.00468

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10. Contingencies and Commitments (Details)	6 Months Ended
	Oct. 31, 2021 USD ($)
EMAC Handels Ag
Monthly fee for administration services	$ 7,500
Monthly fee for Office Rent	250
Monthly fee for Office Supplies	125
Merrill W Moses
Monthly fee for administration services	2,500
Monthly Director's fee per Service Agreement	7,500
Charles C Hooper
Monthly fee for administration services	5,000
RAB Investments
Monthly fee for administration services	7,500
Monthly fee for Office Rent	250
Monthly fee for telephone	$ 125

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11. Lease (Details)	6 Months Ended
	Oct. 31, 2021 USD ($)
Details
Operating Lease Monthly Rental Obligation	$ 3,250
Operating Leases, Future Minimum Payments Due	$ 11,230