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, 2022

☐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 19, 2022, there were 644,792 shares of the registrant’s common stock,  3,583,264 Series A preferred and 1,266,725 Series B preferred and 600 Series D 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, 2022 AND 2021

TABLE OF CONTENTS

	PART  I    —   FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of October 31, 2022 (Unaudited) and April 30, 2022 (Audited)	3
	Condensed Consolidated Statements of Operations for the Three and Six Month Periods Ended October 31, 2022 and 2021 (Unaudited)	4
	Condensed Consolidated Statements of Shareholders Deficit for the Three and Six Months Ended October 31, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Month Periods Ended October 31, 2022 and 2021 (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, 2022	April 30, 2022
	(Unaudited)	(Audited)
ASSETS
Current assets:
Cash	$4,558	$5,761
Inventory	98,801	69,649
Total current assets	103,359	75,407
Fixed assets, net of depreciation of $32,065 and $26,235	2,846	8,676
Total assets	$106,205	$84,083
Current liabilities:
Accounts payable and accrued expense	$119,072	$700,921
Accrued licenses agreement payable	12,500	171,300
Accrued interest and fees payable	129,967	147,877
Convertible notes payable, net of discount	341,803	305,127
Derivative liabilities	157,202	305,232
Payables – related parties	701,413	1,554,639
Customer deposits	30,375	30,375
Notes payable	45,042	375,042
Note payable- related party	97,000	--
Total current liabilities	1,634,374	3,590,513
Total liabilities	1,634,374	3,590,513
Commitments and Contingencies	--	--
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, Series A –3,583,264 and 3,583,264 shares issued and outstanding, respectively	358	358
Series B ––1,260,327 and 520,000 shares issued and outstanding, respectively	125	52
Series D –600 and 600 shares issued and outstanding, respectively	--	--
Common stock, $0.0001 par value; 600,000,000 shares authorized, 588,086 and 487,408 shares issued and outstanding, respectively	59	49
Additional paid-in capital	14,552,856	10,657,067
Shares authorized but not issued	162,500	--
Accumulated deficit	(15,980,678)	(13,916,844)
Total	(1,264,780)	(3,259,318)
Non-controlling interest	(263,389)	(247,112)
Total stockholders’ deficit	(1,528,169)	(3,506,430)
Total liabilities and stockholders’ deficit	$106,205	$84,083

See notes to condensed consolidated financial statements

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Defense Technologies International Corp. and Subsidiary

Condensed Consolidated Statements of Operations

As of October 31,

(Unaudited)

	Three Months		Six Months
	2022	2021	2022	2021
Expenses:
Depreciation	$2,915	$2,915	$5,830	$5,830
Consulting	267,500	120,000	885,400	225,000
Development	--	--	259,243	--
General and administrative	92,179	82,680	151,930	149,045
Total expenses	362,194	205,595	1,302,403	409,875
Loss from operations	(362,194)	(205,595)	(1,302,403)	(409,875)
Other income (expense):
Interest and other income (expense)	(8,644)	(24,890)	(51,744)	(50,332)
Gain (loss) on debt settlement	--	--	(835,829)	--
Gain (loss) on derivative liability	487,199	552,097	148,030	26,820
Finance cost	--	(7,500)	--	(7,500)
Inventory adjustment	24,156	--	24,156	--
Interest- note discount	(22,838)	--	(45,676)	(90,060)
Total other income (expense)	479,873	519,707	(761,063)	(121,072)
Income (loss) before income taxes	117,679	314,112	(2,063,466)	(530,947)
Provision for income taxes	--	--	--	--
Net income (loss) before non-controlling interest	117,679	314,112	(2,063,466)	(530,947)
Non- controlling interest in net loss of the consolidated subsidiary	4,751	10,591	16,277	20,605
Net income (loss) attributed to the Company	$122,430	$324,703	$(2,045,189)	$(510,342)
Net income (loss) per common share: Basic and dilutive	$0.23	$1.29	$(3.97)	$(2.20)
Weighted average common shares outstanding:
Basic and dilutive	540,554	252,451	515,275	232,289

See notes to condensed consolidated financial statements

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Defense Technologies International Corp. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three And Six Months Ended October 31, 2022 and 2021

(Unaudited)

	Preferred stock		Common Stock		Additional Paid-In	Accumulated	Non-Controlling	Shares Not	Total Stockholders’
	Shares	Amount	Shares	Amount	Capital	Deficit	Interest	Issued	Deficit
Balance at April 30, 2021	3,690,069	344	180,486	18	9,218,754	(13,229,003)	(204,411)	--	(4,214,298)
Common stock issued for debt	--	--	28,350	3	101,835	--	--	--	101,838
Retirement of derivative at conversion	--	--	--	--	170,098	--	--	--	170,098
Common stock issued for Series C preferred	(97,405)	--	26,087	3	125,397	---	--	--	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	234,923	$24	$9,616,084	$(14,068,805)	$(214,424)	--	$(4,666,777)
Common stock issued for debt	--	--	13,201	1	30,880	--	--	--	30,881
Common stock issued for mezzanine conversion	(92,350)	--	25,832	1	96,515	--	--	--	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 loss	--	--	--	--	--	324,703	(10,591)	--	314,112
Balance at October 31, 2021	3,706,314	$344	273,955	$26	$9,783,082	$(13,748,258)	$(225,015)	--	$(4,189,821)
Balance at April 30, 2022  (Reclassified)	4,103,864	410	487,408	49	10,657,126	(13,916,844)	(247,112)	---	(3,506,430)
Preferred B shares issued for accrued expense – related parities	279,026	28	--	--	1,074,222	--	--	--	1,074,250
Preferred B shares issued for notes payable	53,750	4	--	--	322,496	--	--	--	322,500
Preferred B shares issued for accounts payable and accrued expenses	389,886	39	--	--	1,505,118	--	--	--	1,505,155
Preferred shares issued for service not issued	--	--	--	--	--	--	--	162,500	162,500
Loss on debt settlement, accruals and/accounts payable	--	--	--	--	835,829	--	--	--	835,829
Rounding of common stock on reverse split	--	--	(111)	--	--	--	--	--	--
Dividends on Series D preferred	--	--	--	--	7,644	(7,644)	--	--	--
Net loss	--	--	--	--	--	(2,169,620)	(11,526)	--	(2,181,146)
Balance at July 31, 2022	4,826,526	$481	487,297	$49	$14,402,376	$(16,094,108)	$(258,638)	162,500	$(1,787,340)
Common stock issued for debt conversion	--	--	27,439	2	8,998	--	--	--	9,000
Preferred shares issued for service	25,000	2	--	--	132,490	--	--	--	132,492
Common stock issued for preferred share conversion	(7,335)	-	73,350	8	(8)	--	--	--	--
Dividends on Series D preferred	--	--	--	--	9,000	(9,000)	--	--	--
Net loss	--	--	--	--	--	122,430	(4,751)	--	117,679
Balance at October 31, 2022	4,844,191	$483	588,086	$59	$14,552,856	$(15,980,678)	$(263,389)	162,500	$(1,528,169)

See notes to condensed consolidated financial statements

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Defense Technologies International Corp and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended October 31,
	2022	2021
Cash flows from operating activities:
Net income (loss)	$(2,063,466)	$(530,947)
Adjustments to reconcile net income (loss) to net cash      provided by (used in) operating activities:
Preferred shares issued for service	295,000	--
Amortization of debt discount to interest expense	45,676	90,060
(Gain) loss on settlement of accrued payments	835,829	--
(Gain) loss on derivative liability	(148,030)	(26,820)
Depreciation	5,830	5,830
Change in operating assets and liabilities:
( Increase) decrease in inventory	(29,155)	(8,992)
Increase (decrease) in accounts payable and accrued expenses	769,089	156,028
Increase in payables – related parties	221,024	150,456
Net cash provided by (used in) operating activities	(68,203)	(164,386)
Cash flows from financing activities
Proceeds from notes payable- related party	97,000	--
Repayment of notes payable	(30,000)	(2,500)
Proceeds from Series C preferred shares	--	177,500
Net cash provided by financing activities	67,000	175,000
Net increase (decrease) in cash	(1,203)	10,614
Cash at beginning of period	5,761	44,209
Cash at end of period	$4,558	$54,823
Supplement Disclosures
Interest Paid	$--	$--
Income tax Paid	$--	$--
Noncash financing and investing activities
Retirement of derivative at debt conversion	$--	$209,702
Interest accrued on preferred shares	$16,644	$--
Common stock issued for convertible debt	$--	$132,719
Common stock issued for conversion of series C preferred	$-	$221,916
Series B preferred issued for notes payable and accrued interest	$322,500	$--
Series B preferred issued for accrued expense	$1,505,155	$--
Series B preferred issued for accrued expense – relate parties	$1,074,250	$--

See notes to condensed consolidated financial statements

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Defense Technologies International Corp. and Subsidiary

Notes to Condensed Consolidated Financial Statements

As of October 31, 2022

(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 the 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.

On June 28, 2022 the Company’s common shares were reversed with each shareholder receiving one share of common stock for each 500 shares held before the reverse split. The number of shares throughout the disclosure have been retrospectively adjusted to represent the number of shares after the reverse split.

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, 2022 included in its Annual Report on Form 10-K filed with the SEC.

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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, 2022, the consolidated results of its operations and its consolidated cash flows for the three months ended October 31, 2022 and 2021. 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.

Reclassification

The Company is reclassing the equity section of the consolidated balance sheet for the year ended April 30, 2022 due to a reclassification of series D preferred from mezzanine equity to equity. Initially, the 600 shares of series D preferred were presented in mezzanine equity. The reclassification reduces the mezzanine equity from 600,000 to zero and increase paid in capital to 600,000. Although the series D preferred were in the settlement of convertible notes, and the convertible into common stock, the conversion feature is not set and at the election of the board of directors. The Company also reclassed series A preferred shares increasing the preferred A shares by 59 reducing paid in capital by the same amount. The impact of the reclassification effect only balance sheet presented as of April 30, 2022.

During the six months period ended October 31, 2022, the Company reclassified 25,000 preferred series B shares to be issued from issued as the shares had not been issued as of the date of reporting. The share reduced paid in capital previously reported.

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, 2022 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of October 31, 2022 the value of the inventory was $98,801, consisting of raw materials of $20,713 and finished goods of $78,088 with no work in process compared to an inventory value of $69,649 as of April 30, 2022.

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.

8

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. As of October 31, 2022, the Company had potential shares issuable under convertible preferred shares and convertible debt for a total of 13,028,034.

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 has been amended for small businesses to beginning after December 15, 2023 as early adoption was permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company evaluated there is no impact 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, 2022, the Company had no revenues, has accumulated deficit of $15,980,678 and a working capital deficit of $1,531,015 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

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 and renewed in August 21, 2020 plus the assumption of a Service Agreement with the subsidiary PSSI assumed on January 12, 2017 and renewed on August 21, 2020, 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.

On May 1, 2022, the Company entered into a loan agreement with EMAC Handels AG for short term loans up to $100,000.  The loans bear interest at 6% per annum. As of October 31, 2022, the outstanding balance on the loan agreement was $97,000 plus accrued interest.

During the six months period ending October 31, 2022 the Company issued 279,026 series B preferred shares to three related parties for the payment of $1,074,250 of accrued expenses.

As of October 31, 2022 and April 30, 2022, the Company had payable balances due to related parties totaling $701,413 and $1,554,639, respectively.

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 noteholder 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 on April 30, 2022. On July 29, 2022, the Company issued 53,750 shares of series B preferred for the outstanding principal of $300,000 and interest of $22,500 leaving the balance due at zero.

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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 noteholder 20% of any funding event of private or public equity. On July 11, 2022, the Company negotiated a settlement of $37,500 with an initial payment of $30,000 and the balance due of $7,500 thirty days after the initial payment. As of October 31, 2022 the $7,500 had not been paid leaving the balance due on the note of $20,042.

On May 1, 2022, the Company entered into a loan agreement with EMAC Handels AG for short term loans up to $100,000.  The loans bear interest at 6% per annum.  As of October 31, 2022, the outstanding balance on the loan agreement was $97,000 plus accrued interest.

As of October 31, 2022 and April 30, 2022 the outstanding balances of notes payable was $142,042 and $375,042, 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, 2022 the balance of the notes was $7,000 plus interest.

On August 3, 2016, the Company entered into a convertible promissory note with an institutional investor for $25,000, which bears interest at an annual rate of 12% and matures on February 4, 2017.  The note holder has the right, after a period of 180 days of the note, to convert the note and accrued interest into shares of the common stock of the Company at a discounted price per share equal to 50% to 65% of the market price of the Company’s common stock, depending upon the stock’s liquidity as determined by the note holder’s broker. On March 20, 2017, the lender converted $12,500 principal into 1,000,000 shares of the Company’s common stock.  The note has a balance of $12,500 plus interest and is currently in default.

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 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.

On March 10, 2022, the Company issued 657,895 shares of series A preferred with a value of $ 25,000 for payment against the convertible note.  As of October 31, 2022 and April 30, 2022, the outstanding balance of the note were $285,627 plus interest

11

On March 22, 2022, the Company entered into a one year convertible promissory note for $91,350 with Red Road Holdings, LLC. The note has an OID discount of $12,600, bears interest at an annual rate of 9% and is convertible into shares of the Company’s common stock at 80% of the lowest trading price 15 days prior to conversion. The note at initial issuance using the Black Scholes model with computed volatility of 338% Discount rate of 0.25%, The Company recorded a debt discount of $91,350 at the inception of the note. As of October 31, 2022 the balance of the notes was $68,512, net of discount plus interest.

During the six months ended October 31, 2021 the Company issued 41,551 shares of common stock with a value of $132,719 for the conversion of  debt.

During the six months period ended October 31, 2022 the Company issued 53,750 shares of series B preferred with a value of $322,500 for the payment of note of $300,000 and interest of $22,500.

As of October 31, 2022, and April 30, 2022, the convertible debt outstanding, net of discount, was $341,803 and $305,127, 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. 

12

As of October 31, 2022, 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 three months ended October 31, 2022:

	Level 1	Level 2	Level 3
Balance at April 30, 2022	$--	$--	$305,232
Change in fair value of derivative liability	--	--	(148,030)
Balance at October 31, 2022	$--	$--	$157,202

The estimated fair value of the derivative liabilities at October 31, 2022 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	4.57%
Expected life in years	0.25-0.42
Dividend yield	0%
Expected volatility	343.000%

NOTE – 8: EQUITY

Common Stock

On April 26, 2022, 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.

On June 28, 2022, the Company’s common shares were reversed with each shareholder receiving one share of common stock for each 500 shares held before the reverse split. The number of shares for the three months ended October 31, 2022 and 2021 and year ended April 30, 2022 have been calculated to represent the number of shares after the reverse split.

During the six months ended October 31, 2021, the Company issued 51,918 shares of common stock for the conversion of 189,744 series C preferred shares with a value of $221,916.

During the six months ended October 31, 2021, the Company issued 41,551 shares of common stock with a value of $132,719 for the conversion of debt.

During the six months ended October 31, 2022, the Company issued 27,439 shares of common stock for the conversion of $9,000 of convertible debt.

Preferred Stock

The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized and has designated a Series A preferred stock, a Series B preferred stock, a series C preferred stock and a series D preferred stock. The Company has authorized 5,000,000 series A and B shares each plus 1,500,000 each of series C and D preferred shares. 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 of the Series C preferred shares are non-voting and are convertible to common stock as a “Blank Check” designation with terms and conditions as set by the board of directors. Each of the series D preferred shares are non-voting and may be converted into common shares as a Blank Check” designation with the terms and conditions as set forth by the board of directors

13

On April 26, 2022, 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.

On February 16, 2021 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.

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.

During the six months ended October 31, 2021 the Company issued 26,087 shares of common stock for the conversion of 92,350 series C preferred shares with a value of $96,516.

During the six month period ended October 31, 2022, the Company issued 697,662 shares of series B preferred with for the reduction of $2,901,905 of notes payable and accrued expenses. The issuance consisted of 279,026 shares to related parties for accrued expense of $1,074,250, 53,750 shares for the payment of $322,500 of notes payable and interest and 364,886 shares for the payment of $1,505,155 of accounts payable and accrued expenses, The Company realized a loss on settlement of debt and accruals of $835,829 from the issuance of the series B preferred. The fair value of the shares issued were determined by the closing price of the number of common shares to be issued at the conversion of 10 common shares for each series B preferred share.

During the six months period ended October 31, 2022 the Company issued 50,000 shares of series B preferred for $294,992 for service.  As of October 31, 2022, 25,000 shares had not been issued.

As of October 31, 2022 the Company had 3,583,264 Series A, 1,260,327 Series B and 600 Series D preferred share issued and outstanding. The conversion price for the 600 series D shares issued is $0.50 or 80% of the lowest trading price 20 days prior to conversion,

NOTE – 9:  COMMITMENTS AND CONTINGENCIES

The Company has the following material commitments as of October 31, 2022:

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.

14

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 - 10:  SUBSEQUENT EVENTS

On November 1, 2022 the Company issued 27,356 shares of common stock for the conversion of 4 shares of series D with a value of $4,103.

On November 15,2022, the company cancelled the sales license agreement with Virexit technologies, Inc.

On November 17, 2022 the Company issued 29,350 shares of common stock for 2,935 shares of series B preferred shares with a value of $8,071.

On November 15, 2022 the Company issued 9,333 shares of series B preferred with a value of $17,500 for the settlement of consulting fees and cancellation of the consulting agreement with Privateer Market Force, Inc.

On November 18, 2022 the Company cancelled a sales License agreement with Care, Inc.

The Company has evaluated subsequent events to determine events occurring after October 31, 2022 through the filing of this report that would have a material impact on the Company’s financial results or require disclosure other than those noted above.

15

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, 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.

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 six months ended October 31, 2022.

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 three and six months ended October 31, 2022 the Company had no revenue.

Our operating expenses for the three and six months ended October 31, 2022 was $362,194 and $1,302,403 compared to $205,595 and $409,875 for the same period in 2021. The increase was due primarily to higher consulting costs, which were $885,400 and higher development costs of $259,243 for the six months periods ending October 31, 2022. The Company recorded depreciation of $2,915 and $5,830 and general and administrative costs of $92,179 and $151,930 for the three and six month periods ended October 31, 2022 compared to depreciation of $2,915 and $5,830 and general and administrative expense of $82,680 and $149,045 for the same periods in 2021.

Interest expenses incurred in the three months and six months periods ended October 31, 2022 was $8,644 and expense of $51,744 compared to interest expense of $24,890 and $50,332 for the three and six month periods in 2021.

Change in derivative liability resulted in a gain of $148,030 for the six months period ended October 31, 2022, compared to a net gain of $26,820 for the same period in 2021.  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.

Other expenses for the three and six month periods ending October 31, 2022 included interest from note discount of $22,838 and $45,676 compared to zero and $90,060 for the same periods in 2021.  A loss on the settlement of debt and accruals of $835,829 for the six month period ended October 31, 2022 compared to none for the same period in 2021.

Total other expense for the three and six month periods ended October 31, 2022 was other income of $479,873 and expense of $761,063 compared to other expense of $519,707 and $121,072 for the same periods in 2021. The increase is primarily due to the loss on the settlement of debt and accruals in the six months period in 2022.

Net income and loss before non-controlling interest for the three and six month periods ended October 31, 2022 were a net income of $117,679 and net loss of $2,063,466 compared net income of $314,112 and net loss of $530,947 for the same periods in 2021. After adjusting for our consolidated subsidiary, net loss and net income for the three and six month period ended October 31, 2022 were net income of $122,430 and net loss of $2,045,189 compared to a net income of $324,703 and net loss of $510,342 for the same period in 2021.

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Liquidity and Capital Resources

At October 31, 2022, the Company had total current assets of $103,359, and total current liabilities of $1,634,374 resulting in a working capital deficit of $1,531,015. Included in our current liabilities and working capital deficit at October 31, 2022 are derivative liabilities totaling $157,202 related to the conversion features of certain of our convertible notes payable, convertible notes of $341,803, net of discount, payables due related parties of $701,413, accounts payable and accrued expense of $119,072 and notes payables of $142,042.  We anticipate that in the short term, operating funds will continue to be provided by related parties and other lenders.

During the six months ended October 31, 2022, net cash used in operating activities was $68,203 compared to cash used of $164,386 in the same period in 2021.  Net cash used in 2022 consisted of net loss of $2,063,466, a gain in derivative liability of $148,030, loss on settlement of accrued expense of $835,829 and change in payables to related parties of $221,024 and accounts payable of $769,089.

During the six months ended October 31, 2022, net cash provided by financing activities was $67,000 consisting of a note payable of $97,000 offset by repayment of a note payable of $30,000.

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 and 5 were sold. 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

18

Exchange Act of 1934) (“Exchange Act”). Based on this evaluation, the principal executive officer and 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, 2022 the Company issued 27,439 shares of common stock for the conversion of $9,000 of convertible debt.

During the six months ended October 31, 2022 the Company issued 73,350 shares of common stock for the conversion of 8 shares of preferred stock with a value of $132,490.

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

19

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 19, 2022	By:	/S/ MERRILL W. MOSES
		Merrill W. Moses
		Chief Executive Officer
		Acting Chief Financial Officer

20

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 19, 2022

/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 30,2022, 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 19, 2022

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, 2022	Dec. 19, 2022
Registrant CIK	0001533357
Fiscal Year End	--04-30
Registrant Name	DEFENSE TECHNOLOGIES INTERNATIONAL CORP.
SEC Form	10-Q
Period End date	Oct. 31, 2022
Tax Identification Number (TIN)	99-0363802
Number of common stock shares outstanding		644,792
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	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	2023
Document Fiscal Period Focus	Q2
Preferred Class A
Preferred Stock, Shares Outstanding		3,583,264
Preferred Class B
Preferred Stock, Shares Outstanding		1,266,725
Preferred Class C
Preferred Stock, Shares Outstanding		600

XML

Condensed Consolidated Balance Sheets - USD ($)	Oct. 31, 2022	Apr. 30, 2022
Current assets
Cash	$ 4,558	$ 5,761
Inventory	98,801	69,649
Total current assets	103,359	75,407
Fixed assets, net of depreciation of $32,065 and $26,235	2,846	8,676
Total assets	106,205	84,083
Current liabilities
Accounts payable and accrued expense	119,072	700,921
Accrued licenses agreement payable	12,500	171,300
Accrued interest and fees payable	129,967	147,877
Convertible notes payable, net of discount	341,803	305,127
Derivative liabilities	157,202	305,232
Payables - related parties	701,413	1,554,639
Customer deposits	30,375	30,375
Notes payable	45,042	375,042
Note payable- related party	97,000	0
Total current liabilities	1,634,374	3,590,513
Total liabilities	1,634,374	3,590,513
Commitments and Contingencies	0	0
Stockholders' deficit
Common shares	59	49
Additional paid-in capital	14,552,856	10,657,067
Accumulated deficit	162,500	0
Accumulated deficit	(15,980,678)	(13,916,844)
Total	(1,264,780)	(3,259,318)
Non-controlling interest	(263,389)	(247,112)
Total stockholders' deficit	(1,528,169)	(3,506,430)
Total liabilities and stockholders' deficit	106,205	84,083
Series A Preferred Stock
Stockholders' deficit
Preferred shares	358	358
Series B Preferred Stock
Stockholders' deficit
Preferred shares	125	52
Series D Preferred Stock
Stockholders' deficit
Preferred shares	$ 0	$ 0

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Condensed Consolidated Balance Sheets - Parenthetical - USD ($)	Oct. 31, 2022	Apr. 30, 2022
Fixed Assets, Depreciation	$ 32,065	$ 26,235
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	588,086	487,408
Common Stock, Shares, Outstanding	588,086	487,408
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	3,583,264	3,583,264
Preferred Stock, Shares Outstanding	3,583,264	3,583,264
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	1,260,327	520,000
Preferred Stock, Shares Outstanding	1,260,327	520,000
Series D Preferred Stock
Preferred Stock, Shares Issued	600	600
Preferred Stock, Shares Outstanding	600	600

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Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Expenses
Depreciation	$ 2,915	$ 2,915	$ 5,830	$ 5,830
Consulting	267,500	120,000	885,400	225,000
Development	0	0	259,243	0
General and administrative	92,179	82,680	151,930	149,045
Total operating expenses	362,194	205,595	1,302,403	409,875
Loss from operations	(362,194)	(205,595)	(1,302,403)	(409,875)
Other income (expense)
Interest and other income (expense)	(8,644)	(24,890)	(51,744)	(50,332)
Gain (loss) on debt settlement	0	0	(835,829)	0
Gain (loss) on derivative liability	487,199	552,097	148,030	26,820
Finance cost	0	(7,500)	0	(7,500)
Inventory adjustment	24,156	0	24,156	0
Interest- note discount	(22,838)	0	(45,676)	(90,060)
Total other income (expense)	479,873	519,707	(761,063)	(121,072)
Income (loss) before income taxes	117,679	314,112	(2,063,466)	(530,947)
Provision for income taxes	0	0	0	0
Net income (loss) before non-controlling interest	117,679	314,112	(2,063,466)	(530,947)
Non- controlling interest in net loss of the consolidated subsidiary	4,751	10,591	16,277	20,605
Net income (loss) attributed to the Company	$ 122,430	$ 324,703	$ (2,045,189)	$ (510,342)
Net income (loss) per common share: Basic and dilutive	$ 0.23	$ 1.29	$ (3.97)	$ (2.20)
Basic and dilutive	540,554	252,451	515,275	232,289

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Consolidated Statements of Shareholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	Shares Not Issued	Total
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2021	$ 344	$ 18	$ 9,218,754	$ (13,229,003)	$ (204,411)	$ 0	$ (4,214,298)
Shares, Outstanding, Beginning Balance at Apr. 30, 2021	3,690,069	180,486
Common stock issued for preferred shares, Value	$ 0	$ 3	125,397	0	0	0	125,400
Common stock issued for preferred shares, Shares	(97,405)	26,087
Temporary equity - Preferred shares, Stock	114,500
Capitalize funding and dividend	$ 0	$ 0	0	(4,757)	0	0	(4,757)
Retirement of derivative at conversion	0	0	170,098	0	0	0	170,098
Net income (loss) before non-controlling interest	0	0	0	(835,045)	(10,013)	0	(845,058)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jul. 31, 2021	$ 344	$ 24	9,616,084	(14,068,805)	(214,424)	0	(4,666,777)
Shares, Outstanding, Ending Balance at Jul. 31, 2021	3,707,164	234,923
Common stock issued for convertible debt	$ 0	$ 3	101,835	0	0	0	101,838
Stock Issued During Period, Shares, Conversion of Convertible Securities		28,350
Temporary equity- preferred shares- issued	0	$ 0	0	0	0	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2021	$ 344	$ 18	9,218,754	(13,229,003)	(204,411)	0	(4,214,298)
Shares, Outstanding, Beginning Balance at Apr. 30, 2021	3,690,069	180,486
Preferred shares issued for service							0
Common stock issued for mezzanine conversion							96,516
Common stock issued for preferred shares, Value							221,916
Common stock issued for preferred shares, Shares		26,087
Retirement of derivative at conversion							209,702
Net income (loss) before non-controlling interest							(530,947)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2021	$ 344	$ 26	9,783,082	(13,748,258)	(225,015)	0	(4,189,821)
Shares, Outstanding, Ending Balance at Oct. 31, 2021	3,706,314	273,955
Common stock issued for convertible debt							132,719
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jul. 31, 2021	$ 344	$ 24	9,616,084	(14,068,805)	(214,424)	0	(4,666,777)
Shares, Outstanding, Beginning Balance at Jul. 31, 2021	3,707,164	234,923
Common stock issued for mezzanine conversion	$ 0	$ 1	96,515	0	0	0	96,516
Common stock issued for mezzanine conversion, Shares	(92,350)	25,832
Common stock issued for preferred shares, Value							221,916
Temporary equity - Preferred shares, Stock	91,500
Capitalize funding and dividend	$ 0	$ 0	0	(4,156)	0	0	(4,156)
Retirement of derivative at conversion	0	0	39,603	0	0	0	39,603
Net income (loss) before non-controlling interest	0	0	0	324,703	(10,591)	0	314,112
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2021	$ 344	$ 26	9,783,082	(13,748,258)	(225,015)	0	(4,189,821)
Shares, Outstanding, Ending Balance at Oct. 31, 2021	3,706,314	273,955
Common stock issued for convertible debt	$ 0	$ 1	30,880	0	0	0	30,881
Stock Issued During Period, Shares, Conversion of Convertible Securities		13,201
Temporary equity- preferred shares- issued	0	$ 0	0	0	0	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2022	$ 410	$ 49	10,657,126	(13,916,844)	(247,112)	0	(3,506,430)
Shares, Outstanding, Beginning Balance at Apr. 30, 2022	4,103,864	487,408
Preferred B shares issued for accrued expense - related parties, Value	$ 28	$ 0	1,074,222	0	0	0	1,074,250
Preferred B shares issued for accrued expense - related parties, Shares	279,026
Preferred B shares issued for notes payable, Value	$ 4	0	322,496	0	0	0	322,500
Preferred B shares issued for notes payable, Shares	53,750
Preferred B shares issued for accounts payable and accrued expenses	$ 39	0	1,505,118	0	0	0	1,505,155
Preferred shares issued for service	0	0	0	0	0	162,500	162,500
Loss on debt settlement, accruals and/accounts payable	0	0	835,829	0	0	0	835,829
Rounding of shares issued	0	$ 0	0	0	0	0	0
Rounding of shares issued, shares		(111)
Net income (loss) before non-controlling interest	0	$ 0	0	(2,169,620)	(11,526)	0	(2,181,146)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jul. 31, 2022	$ 481	$ 49	14,402,376	(16,094,108)	(258,638)	162,500	(1,787,340)
Shares, Outstanding, Ending Balance at Jul. 31, 2022	4,826,526	487,297
Dividends on Series D preferred	$ 0	$ 0	7,644	(7,644)	0	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2022	$ 410	$ 49	10,657,126	(13,916,844)	(247,112)	0	(3,506,430)
Shares, Outstanding, Beginning Balance at Apr. 30, 2022	4,103,864	487,408
Preferred B shares issued for accounts payable and accrued expenses, Shares	389,886
Preferred shares issued for service							295,000
Preferred shares issued for service, Shares	50,000
Common stock issued for preferred shares, Value							0
Retirement of derivative at conversion							0
Net income (loss) before non-controlling interest							(2,063,466)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2022	$ 483	$ 59	14,552,856	(15,980,678)	(263,389)	162,500	(1,528,169)
Shares, Outstanding, Ending Balance at Oct. 31, 2022	4,844,191	588,086
Common stock issued for convertible debt							0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jul. 31, 2022	$ 481	$ 49	14,402,376	(16,094,108)	(258,638)	162,500	(1,787,340)
Shares, Outstanding, Beginning Balance at Jul. 31, 2022	4,826,526	487,297
Preferred B shares issued for accrued expense - related parties, Value							$ 1,074,250
Preferred B shares issued for accrued expense - related parties, Shares	279,026						279,026
Preferred B shares issued for notes payable, Value							$ 322,500
Preferred B shares issued for notes payable, Shares	53,750
Preferred B shares issued for accounts payable and accrued expenses							1,505,155
Preferred B shares issued for accounts payable and accrued expenses, Shares	364,886
Preferred shares issued for service	$ 2	$ 0	132,490	0	0	0	132,492
Preferred shares issued for service, Shares	25,000
Loss on debt settlement, accruals and/accounts payable							835,829
Common stock issued for preferred share conversion	$ 0	$ 8	(8)	0	0	0	0
Common stock issued for preferred share conversion, Shares	(7,335)	73,350
Net income (loss) before non-controlling interest	$ 0	$ 0	0	122,430	(4,751)	0	117,679
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2022	$ 483	$ 59	14,552,856	(15,980,678)	(263,389)	162,500	(1,528,169)
Shares, Outstanding, Ending Balance at Oct. 31, 2022	4,844,191	588,086
Common stock issued for convertible debt	$ 0	$ 2	8,998	0	0	0	9,000
Stock Issued During Period, Shares, Conversion of Convertible Securities		27,439
Dividends on Series D preferred	$ 0	$ 0	$ 9,000	$ (9,000)	$ 0	$ 0	$ 0

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Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Cash flows from operating activities
Net income (loss) before non-controlling interest	$ (2,063,466)	$ (530,947)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Preferred shares issued for service	295,000	0
Amortization of debt discount to interest expense	45,676	90,060
(Gain) loss on settlement of accrued payments	835,829	0
(Gain) loss on derivative liability	(148,030)	(26,820)
Depreciation	5,830	5,830
Change in operating assets and liabilities
( Increase) decrease in inventory	(29,155)	(8,992)
Increase (decrease) in accounts payable and accrued expenses	769,089	156,028
Increase in payables - related parties	221,024	150,456
Net cash provided by (used in) operating activities	(68,203)	(164,386)
Net Cash Provided by (Used in) Investing Activities
Proceeds from notes payable- related party	97,000	0
Repayment of notes payable	(30,000)	(2,500)
Proceeds from Series C preferred shares	0	177,500
Net Cash Provided by (Used in) Financing Activities	67,000	175,000
Net increase (decrease) in cash	(1,203)	10,614
Cash at beginning of period	5,761	44,209
Cash at end of period	4,558	54,823
Supplemental Cash Flow Information
Interest Paid	0	0
Income tax Paid	0	0
Noncash financing and investing activities
Retirement of derivative at conversion	0	209,702
Interest accrued on preferred shares	16,644	0
Common stock issued for convertible debt	0	132,719
Common stock issued for preferred shares, Value	0	221,916
Series B preferred issued for notes payable and accrued interest	322,500	0
Series B preferred issued for accrued expense	1,505,155	0
Series B preferred issued for accrued expense - related parties	$ 1,074,250	$ 0

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NOTE - 1: BASIS OF PRESENTATION AND ORGANIZATION

6 Months Ended

Oct. 31, 2022

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 the 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.

On June 28, 2022 the Company’s common shares were reversed with each shareholder receiving one share of common stock for each 500 shares held before the reverse split. The number of shares throughout the disclosure have been retrospectively adjusted to represent the number of shares after the reverse split.

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, 2022 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, 2022, the consolidated results of its operations and its consolidated cash flows for the three months ended October 31, 2022 and 2021. 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.

Reclassification

The Company is reclassing the equity section of the consolidated balance sheet for the year ended April 30, 2022 due to a reclassification of series D preferred from mezzanine equity to equity. Initially, the 600 shares of series D preferred were presented in mezzanine equity. The reclassification reduces the mezzanine equity from 600,000 to zero and increase paid in capital to 600,000. Although the series D preferred were in the settlement of convertible notes, and the convertible into common stock, the conversion feature is not set and at the election of the board of directors. The Company also reclassed series A preferred shares increasing the preferred A shares by 59 reducing paid in capital by the same amount. The impact of the reclassification effect only balance sheet presented as of April 30, 2022.

During the six months period ended October 31, 2022, the Company reclassified 25,000 preferred series B shares to be issued from issued as the shares had not been issued as of the date of reporting. The share reduced paid in capital previously reported.

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, 2022 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of October 31, 2022 the value of the inventory was $98,801, consisting of raw materials of $20,713 and finished goods of $78,088 with no work in process compared to an inventory value of $69,649 as of April 30, 2022.

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. As of October 31, 2022, the Company had potential shares issuable under convertible preferred shares and convertible debt for a total of 13,028,034.

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 has been amended for small businesses to beginning after December 15, 2023 as early adoption was permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company evaluated there is no impact this new guidance will have on its financial statements.

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NOTE - 2: GOING CONCERN

6 Months Ended

Oct. 31, 2022

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, 2022, the Company had no revenues, has accumulated deficit of $15,980,678 and a working capital deficit of $1,531,015 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, 2022

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, 2022

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 and renewed in August 21, 2020 plus the assumption of a Service Agreement with the subsidiary PSSI assumed on January 12, 2017 and renewed on August 21, 2020, 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.

On May 1, 2022, the Company entered into a loan agreement with EMAC Handels AG for short term loans up to $100,000.  The loans bear interest at 6% per annum. As of October 31, 2022, the outstanding balance on the loan agreement was $97,000 plus accrued interest.

During the six months period ending October 31, 2022 the Company issued 279,026 series B preferred shares to three related parties for the payment of $1,074,250 of accrued expenses.

As of October 31, 2022 and April 30, 2022, the Company had payable balances due to related parties totaling $701,413 and $1,554,639, respectively.

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NOTE - 5: NOTES PAYABLE

6 Months Ended

Oct. 31, 2022

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 noteholder 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 on April 30, 2022. On July 29, 2022, the Company issued 53,750 shares of series B preferred for the outstanding principal of $300,000 and interest of $22,500 leaving the balance due at zero.

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 noteholder 20% of any funding event of private or public equity. On July 11, 2022, the Company negotiated a settlement of $37,500 with an initial payment of $30,000 and the balance due of $7,500 thirty days after the initial payment. As of October 31, 2022 the $7,500 had not been paid leaving the balance due on the note of $20,042.

On May 1, 2022, the Company entered into a loan agreement with EMAC Handels AG for short term loans up to $100,000.  The loans bear interest at 6% per annum.  As of October 31, 2022, the outstanding balance on the loan agreement was $97,000 plus accrued interest.

As of October 31, 2022 and April 30, 2022 the outstanding balances of notes payable was $142,042 and $375,042, respectively.

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NOTE - 6. CONVERTIBLE DEBT

6 Months Ended

Oct. 31, 2022

Notes

NOTE - 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, 2022 the balance of the notes was $7,000 plus interest.

On August 3, 2016, the Company entered into a convertible promissory note with an institutional investor for $25,000, which bears interest at an annual rate of 12% and matures on February 4, 2017.  The note holder has the right, after a period of 180 days of the note, to convert the note and accrued interest into shares of the common stock of the Company at a discounted price per share equal to 50% to 65% of the market price of the Company’s common stock, depending upon the stock’s liquidity as determined by the note holder’s broker. On March 20, 2017, the lender converted $12,500 principal into 1,000,000 shares of the Company’s common stock.  The note has a balance of $12,500 plus interest and is currently in default.

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 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.

On March 10, 2022, the Company issued 657,895 shares of series A preferred with a value of $ 25,000 for payment against the convertible note.  As of October 31, 2022 and April 30, 2022, the outstanding balance of the note were $285,627 plus interest

On March 22, 2022, the Company entered into a one year convertible promissory note for $91,350 with Red Road Holdings, LLC. The note has an OID discount of $12,600, bears interest at an annual rate of 9% and is convertible into shares of the Company’s common stock at 80% of the lowest trading price 15 days prior to conversion. The note at initial issuance using the Black Scholes model with computed volatility of 338% Discount rate of 0.25%, The Company recorded a debt discount of $91,350 at the inception of the note. As of October 31, 2022 the balance of the notes was $68,512, net of discount plus interest.

During the six months ended October 31, 2021 the Company issued 41,551 shares of common stock with a value of $132,719 for the conversion of  debt.

During the six months period ended October 31, 2022 the Company issued 53,750 shares of series B preferred with a value of $322,500 for the payment of note of $300,000 and interest of $22,500.

As of October 31, 2022, and April 30, 2022, the convertible debt outstanding, net of discount, was $341,803 and $305,127, respectively.

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NOTE - 7. FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

6 Months Ended

Oct. 31, 2022

Notes

NOTE - 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, 2022, 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 three months ended October 31, 2022:

	Level 1	Level 2	Level 3
Balance at April 30, 2022	$--	$--	$305,232
Change in fair value of derivative liability	--	--	(148,030)
Balance at October 31, 2022	$--	$--	$157,202

The estimated fair value of the derivative liabilities at October 31, 2022 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	4.57%
Expected life in years	0.25-0.42
Dividend yield	0%
Expected volatility	343.000%

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NOTE - 8. EQUITY

6 Months Ended

Oct. 31, 2022

Notes

NOTE - 8. EQUITY

NOTE – 8: EQUITY

Common Stock

On April 26, 2022, 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.

On June 28, 2022, the Company’s common shares were reversed with each shareholder receiving one share of common stock for each 500 shares held before the reverse split. The number of shares for the three months ended October 31, 2022 and 2021 and year ended April 30, 2022 have been calculated to represent the number of shares after the reverse split.

During the six months ended October 31, 2021, the Company issued 51,918 shares of common stock for the conversion of 189,744 series C preferred shares with a value of $221,916.

During the six months ended October 31, 2021, the Company issued 41,551 shares of common stock with a value of $132,719 for the conversion of debt.

During the six months ended October 31, 2022, the Company issued 27,439 shares of common stock for the conversion of $9,000 of convertible debt.

Preferred Stock

The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized and has designated a Series A preferred stock, a Series B preferred stock, a series C preferred stock and a series D preferred stock. The Company has authorized 5,000,000 series A and B shares each plus 1,500,000 each of series C and D preferred shares. 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 of the Series C preferred shares are non-voting and are convertible to common stock as a “Blank Check” designation with terms and conditions as set by the board of directors. Each of the series D preferred shares are non-voting and may be converted into common shares as a Blank Check” designation with the terms and conditions as set forth by the board of directors

On April 26, 2022, 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.

On February 16, 2021 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.

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.

During the six months ended October 31, 2021 the Company issued 26,087 shares of common stock for the conversion of 92,350 series C preferred shares with a value of $96,516.

During the six month period ended October 31, 2022, the Company issued 697,662 shares of series B preferred with for the reduction of $2,901,905 of notes payable and accrued expenses. The issuance consisted of 279,026 shares to related parties for accrued expense of $1,074,250, 53,750 shares for the payment of $322,500 of notes payable and interest and 364,886 shares for the payment of $1,505,155 of accounts payable and accrued expenses, The Company realized a loss on settlement of debt and accruals of $835,829 from the issuance of the series B preferred. The fair value of the shares issued were determined by the closing price of the number of common shares to be issued at the conversion of 10 common shares for each series B preferred share.

During the six months period ended October 31, 2022 the Company issued 50,000 shares of series B preferred for $294,992 for service.  As of October 31, 2022, 25,000 shares had not been issued.

As of October 31, 2022 the Company had 3,583,264 Series A, 1,260,327 Series B and 600 Series D preferred share issued and outstanding. The conversion price for the 600 series D shares issued is $0.50 or 80% of the lowest trading price 20 days prior to conversion,

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NOTE - 9. COMMITMENTS AND CONTINGENCIES

6 Months Ended

Oct. 31, 2022

Notes

NOTE - 9. COMMITMENTS AND CONTINGENCIES

NOTE – 9:  COMMITMENTS AND CONTINGENCIES

The Company has the following material commitments as of October 31, 2022:

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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NOTE - 10. SUBSEQUENT EVENTS

6 Months Ended

Oct. 31, 2022

Notes

NOTE - 10. SUBSEQUENT EVENTS

NOTE - 10:  SUBSEQUENT EVENTS

On November 1, 2022 the Company issued 27,356 shares of common stock for the conversion of 4 shares of series D with a value of $4,103.

On November 15,2022, the company cancelled the sales license agreement with Virexit technologies, Inc.

On November 17, 2022 the Company issued 29,350 shares of common stock for 2,935 shares of series B preferred shares with a value of $8,071.

On November 15, 2022 the Company issued 9,333 shares of series B preferred with a value of $17,500 for the settlement of consulting fees and cancellation of the consulting agreement with Privateer Market Force, Inc.

On November 18, 2022 the Company cancelled a sales License agreement with Care, Inc.

The Company has evaluated subsequent events to determine events occurring after October 31, 2022 through the filing of this report that would have a material impact on the Company’s financial results or require disclosure other than those noted above.

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

6 Months Ended

Oct. 31, 2022

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, 2022 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, 2022, the consolidated results of its operations and its consolidated cash flows for the three months ended October 31, 2022 and 2021. 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, 2022

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: Reclassification, Comparability Adjustment (Policies)

6 Months Ended

Oct. 31, 2022

Policies

Reclassification, Comparability Adjustment

Reclassification

The Company is reclassing the equity section of the consolidated balance sheet for the year ended April 30, 2022 due to a reclassification of series D preferred from mezzanine equity to equity. Initially, the 600 shares of series D preferred were presented in mezzanine equity. The reclassification reduces the mezzanine equity from 600,000 to zero and increase paid in capital to 600,000. Although the series D preferred were in the settlement of convertible notes, and the convertible into common stock, the conversion feature is not set and at the election of the board of directors. The Company also reclassed series A preferred shares increasing the preferred A shares by 59 reducing paid in capital by the same amount. The impact of the reclassification effect only balance sheet presented as of April 30, 2022.

During the six months period ended October 31, 2022, the Company reclassified 25,000 preferred series B shares to be issued from issued as the shares had not been issued as of the date of reporting. The share reduced paid in capital previously reported.

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

6 Months Ended

Oct. 31, 2022

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, 2022 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of October 31, 2022 the value of the inventory was $98,801, consisting of raw materials of $20,713 and finished goods of $78,088 with no work in process compared to an inventory value of $69,649 as of April 30, 2022.

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

6 Months Ended

Oct. 31, 2022

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, 2022

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, 2022

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, 2022

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. As of October 31, 2022, the Company had potential shares issuable under convertible preferred shares and convertible debt for a total of 13,028,034.

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

6 Months Ended

Oct. 31, 2022

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 has been amended for small businesses to beginning after December 15, 2023 as early adoption was permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company evaluated there is no impact this new guidance will have on its financial statements.

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NOTE - 7. FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES: Schedule of Derivative Liability Related to the Conversion Feature (Tables)

6 Months Ended

Oct. 31, 2022

Tables/Schedules

Schedule of Derivative Liability Related to the Conversion Feature

	Level 1	Level 2	Level 3
Balance at April 30, 2022	$--	$--	$305,232
Change in fair value of derivative liability	--	--	(148,030)
Balance at October 31, 2022	$--	$--	$157,202

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NOTE - 7. FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES: Schedule of Assumptions Used (Tables)

6 Months Ended

Oct. 31, 2022

Tables/Schedules

Schedule of Assumptions Used

Risk-free interest rate	4.57%
Expected life in years	0.25-0.42
Dividend yield	0%
Expected volatility	343.000%

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NOTE - 1: BASIS OF PRESENTATION AND ORGANIZATION (Details)	6 Months Ended
	Oct. 31, 2022
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: Reclassification, Comparability Adjustment (Details)	6 Months Ended
	Oct. 31, 2022
Details
Reclassifications Between Temporary and Permanent Equity	The Company is reclassing the equity section of the consolidated balance sheet for the year ended April 30, 2022 due to a reclassification of series D preferred from mezzanine equity to equity. Initially, the 600 shares of series D preferred were presented in mezzanine equity. The reclassification reduces the mezzanine equity from 600,000 to zero and increase paid in capital to 600,000. Although the series D preferred were in the settlement of convertible notes, and the convertible into common stock, the conversion feature is not set and at the election of the board of directors. The Company also reclassed series A preferred shares increasing the preferred A shares by 59 reducing paid in capital by the same amount. The impact of the reclassification effect only balance sheet presented as of April 30, 2022.

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NOTE - 1: BASIS OF PRESENTATION AND ORGANIZATION: Inventory (Details) - USD ($)	Oct. 31, 2022	Apr. 30, 2022
Details
Inventory	$ 98,801	$ 69,649
Inventory, Raw Materials, Gross		20,713
Inventory, Finished Goods, Gross		$ 78,088

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NOTE - 2: GOING CONCERN (Details) - USD ($)	3 Months Ended		6 Months Ended		172 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022
Details
Net income (loss) attributed to the Company	$ (122,430)	$ (324,703)	$ 2,045,189	$ 510,342	$ 15,980,678
Working capital deficit	$ 1,531,015		$ 1,531,015		$ 1,531,015

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NOTE - 4: RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022
Details
Preferred B shares issued for accrued expense - related parties, Shares	279,026
Preferred B shares issued for accrued expense - related parties, Value	$ 1,074,250	$ 1,074,250
Payables - related parties	$ 701,413		$ 1,554,639

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NOTE - 5: NOTES PAYABLE (Details) - USD ($)	3 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022
Notes payable	$ 45,042		$ 375,042
Note payable- related party	97,000		0
Notes Payable	$ 142,042		375,042
Preferred Stock
Preferred B shares issued for notes payable, Shares	53,750	53,750
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

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NOTE - 6. CONVERTIBLE DEBT (Details) - USD ($)	3 Months Ended				6 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Oct. 31, 2021	Jul. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022	Mar. 22, 2022	Oct. 04, 2018
Convertible notes payable, net of discount	$ 341,803				$ 341,803		$ 305,127
Common stock issued for convertible debt	9,000		$ 30,881	$ 101,838	0	$ 132,719
Preferred B shares issued for notes payable, Value	322,500	$ 322,500
Convertible Notes Payable	305,127				305,127		341,803
Common Stock
Common stock issued for conversion of debt shares			41,551
Common stock issued for convertible debt	2		$ 1	3
Preferred B shares issued for notes payable, Value		$ 0
Preferred Stock
Common stock issued for convertible debt	$ 0		$ 0	$ 0
Preferred B shares issued for notes payable, Shares	53,750	53,750
Preferred B shares issued for notes payable, Value		$ 4
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	25,000				$ 25,000
Convertible Note Payable 3
Convertible notes payable, net of discount	20,000				20,000
Convertible Note Payable 4
Convertible notes payable, net of discount	25,000				25,000
Convertible Note Payable 5
Convertible notes payable, net of discount									$ 330,626
Convertible Note Payable 6
Convertible notes payable, net of discount	285,627				285,627		$ 285,627	$ 25,000
Convertible Note Payable 7
Convertible notes payable, net of discount	$ 68,512				$ 68,512			$ 91,350

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NOTE - 7. FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES: Schedule of Derivative Liability Related to the Conversion Feature (Details) - USD ($)	6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
(Gain) loss on derivative liability	$ (148,030)	$ (26,820)
Fair Value, Inputs, Level 3
Derivative Liability	$ 157,202		$ 305,232

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NOTE - 7. FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES: Schedule of Assumptions Used (Details)	6 Months Ended
	Oct. 31, 2022
Fair Value Assumptions, Risk Free Interest Rate	0.0457
Fair Value Assumptions, Expected Dividend Rate	0
Fair Value Assumptions, Expected Volatility Rate	3.43000
Minimum
Fair Value Assumptions, Expected Term	0.25
Maximum
Fair Value Assumptions, Expected Term	0.42

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NOTE - 8. EQUITY (Details) - USD ($)		2 Months Ended	3 Months Ended				6 Months Ended
	Jun. 04, 2021	Apr. 21, 2021	Oct. 31, 2022	Jul. 31, 2022	Oct. 31, 2021	Jul. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
Common Stock
Common stock issued for preferred shares, Value						$ 3
Common stock issued for preferred shares, Shares						26,087		26,087
Common stock issued for mezzanine conversion, Shares					25,832
Common stock issued for mezzanine conversion					$ 1
Preferred B shares issued for accrued expense - related parties, Value				$ 0
Preferred B shares issued for notes payable, Value				0
Preferred B shares issued for accounts payable and accrued expenses				0
Loss on debt settlement, accruals and/accounts payable				0
Preferred shares issued for service			$ 0	$ 0
Preferred Stock
Common stock issued for preferred shares, Value						$ 0
Common stock issued for preferred shares, Shares						(97,405)
Common stock issued for mezzanine conversion, Shares					(92,350)
Common stock issued for mezzanine conversion					$ 0
Series B Preferred Shares Issued for the Reduction of Notes Payable and Accrued Expenses, Shares			697,662
Preferred B shares issued for accrued expense - related parties, Shares			279,026	279,026
Preferred B shares issued for accrued expense - related parties, Value				$ 28
Preferred B shares issued for notes payable, Shares			53,750	53,750
Preferred B shares issued for notes payable, Value				$ 4
Preferred B shares issued for accounts payable and accrued expenses, Shares			364,886				389,886
Preferred B shares issued for accounts payable and accrued expenses				39
Loss on debt settlement, accruals and/accounts payable				0
Preferred shares issued for service, Shares			25,000				50,000
Preferred shares issued for service			$ 2	0
Common Stock, Shares Authorized			600,000,000				600,000,000		600,000,000
Common Stock, Par or Stated Value Per Share			$ 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
Stockholders' Equity, Reverse Stock Split							On June 28, 2022, the Company’s common shares were reversed with each shareholder receiving one share of common stock for each 500 shares held before the reverse split. The number of shares for the three months ended October 31, 2022 and 2021 and year ended April 30, 2022 have been calculated to represent the number of shares after the reverse split.
Common stock issued for preferred shares, Value					221,916	$ 125,400	$ 0	$ 221,916
Proceeds from Series C preferred shares							0	177,500
Common stock issued for mezzanine conversion					$ 96,516			96,516
Series B Preferred Shares Issued for the Reduction of Notes Payable and Accrued Expenses, Value			$ 2,901,905
Preferred B shares issued for accrued expense - related parties, Shares			279,026
Preferred B shares issued for accrued expense - related parties, Value			$ 1,074,250	1,074,250
Preferred B shares issued for notes payable, Value			322,500	322,500
Preferred B shares issued for accounts payable and accrued expenses			1,505,155	1,505,155
Loss on debt settlement, accruals and/accounts payable			835,829	835,829
Preferred shares issued for service			$ 132,492	$ 162,500			$ 295,000	$ 0
Series B Preferred Shares not issued			25,000				25,000
Common Stock Issuance 2
Stock Issued During Period, Shares, New Issues					51,918
Stock Issued During Period, Value, New Issues					$ 189,744
Common Stock Issuance 1
Stock Issued During Period, Shares, New Issues			41,551
Stock Issued During Period, Value, New Issues			$ 132,719
Common Stock Issuance 3
Stock Issued During Period, Shares, New Issues			27,439
Stock Issued During Period, Value, New Issues			$ 9,000
Common Stock Issuance 11
Stock Issued During Period, Shares, New Issues		124,700
Stock Issued During Period, Value, New Issues		$ 107,250
Common Stock Issuance 12
Stock Issued During Period, Shares, New Issues	114,500
Proceeds from Series C preferred shares	$ 98,750
Series A 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			3,583,264				3,583,264		3,583,264
Preferred Stock, Shares Outstanding			3,583,264				3,583,264		3,583,264
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 shares issued for service							$ 294,992
Preferred Stock, Shares Issued			1,260,327				1,260,327		520,000
Preferred Stock, Shares Outstanding			1,260,327				1,260,327		520,000
Series C Preferred Stock
Preferred Stock, Shares Issued			600				600
Preferred Stock, Shares Outstanding			600				600

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NOTE - 9. COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended
	Oct. 31, 2022 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