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 July 31, 2024

☐ 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 ☒     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 ☒     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	☒	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 ☒

As of October 2, 2024, there were 30,947,919 shares of the registrant’s common stock,  2,535,135 Series A preferred and  791,950 Series B preferred and 579 Series D preferred: $0.0001 par value, outstanding.

DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

FORM 10-Q

FOR THE THREE-MONTH PERIODS ENDED JULY  31, 2024 AND 2023

TABLE OF CONTENTS

	PART I — FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets as of July 31, 2024 (Unaudited) and April 30, 2024 (Audited)	3
	Condensed Consolidated Statements of Operations for the Three-Month Periods Ended July 31, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Shareholders Deficit for the Three Months Ended July 31, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended July 31, 2024 and 2023 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults upon Senior Securities	18
Item 4.	Mine Safety Disclosure	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
	Signatures	20

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Defense Technologies International Corp. and Subsidiary
Condensed Consolidated Balance Sheets
	July 31, 2024			April 30, 2024
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	507		$	171
Inventory		7,599			7,599
Total current assets	$	8,106		$	7,770
Total assets	$	8,106		$	7,770
Current liabilities:
Accounts payable and accrued expense	$	299,470		$	386,003
Accrued licenses agreement payable		100,000			87,500
Accrued interest and fees payable		185,246			178,188
Convertible notes payable, net of discount		279,085			279,085
Derivative liabilities		29,045			37,211
Payables – related parties		979,867			1,191,708
Customer deposits		40,375			40,375
Notes payable		70,042			20,042
Note payable- related party		149,747			150,020
Total current liabilities		2,132,877			2,370,132
Total liabilities		2,132,877			2,370,132
Commitments and Contingencies		--			--
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, Series A – and 2,535,135 and 2,535,135 shares issued and outstanding, respectively		253			253
Series B –791,950 and 1,860,636 shares issued and outstanding, respectively		79			186
Series D – 579 and 600 shares issued and outstanding, respectively		--			--
Common stock, $0.0001 par value; 600,000,000 shares authorized, 30,947,919 and 9,729,878 shares issued and outstanding, respectively		3,096			974
Additional paid-in capital		15,777,921			15,067,580
Accumulated deficit		(17,584,904	)		(17,116,309	)
Total		(1,803,555	)		(2,047,316	)
Non-controlling interest		(321,216	)		(315,046	)
Total stockholders’ deficit		(2,124,771	)		(2,362,362	)
Total liabilities and stockholders’ deficit	$	8,106		$	7,770

See notes to condensed consolidated financial statements

3

Defense Technologies International Corp. and Subsidiary

Condensed Consolidated Statements of Operations

As of July 31,

(Unaudited)

	Three Months
	2024			2023
Expenses:
Consulting		117,500			120,000
Development		--			322
General and administrative		46,017			21,061
Total expenses		163,517			141,383
Loss from operations		(163,517	)		(143,383	)
Other income (expense):
Interest and other income (expense)		(7,058	)		(7,370	)
Loan origination fee		(10,000	)		--
Loss on notes		(295,000	)		--
Gain (loss) on derivative liability		8,166			12,224
Total other income (expense)		(303,892	)		4,854
Income (loss) before income taxes		(467,409	)		(136,529	)
Provision for income taxes		--			--
Net income (loss) before non-controlling interest		(467,409	)		(136,529	)
Non- controlling interest in net loss of the consolidated subsidiary		6,170			9,055
Net income (loss) attributed to the Company	$	(461,239	)	$	(127,474	)
Net income (loss) per common share: Basic and dilutive	$	(0.03	)	$	(0.10	)
Weighted average common shares outstanding:
Basic and dilutive		17,986,515			6,794,763

See notes to condensed consolidated financial statements

4

Defense Technologies International Corp. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three  Months Ended July 31, 2024 and 2023

 (Unaudited)

	Preferred stock						Common Stock				Additional Paid-In			Accumulated			Non-Controlling			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Interest			Deficit
Balance at April 30, 2023		4,839,616			483			1,803,042		181		14,905,851			(16,527,130	)		(299,035	)		(1,919,650	)
Common stock issued for debt conversion		--			--			569,681		57		14,629			--			--			14,686
Common stock issued for cash		--			--			200,000		20		9,980			--			--			10,000
Common stock issued for preferred B share conversion		(7,208	)		--			72,081		7		(15	)		--			--			(8	)
Common stock issued for D shares conversion		(3	)					115,955		12		--			--			--			12
Derivative at conversion		--			--			--		--		19,354			--			--			19,354
Dividends on Series D preferred		--			--			--		--		7,356			(7,356	)		--			--
Net loss		--			--			--		--		--			(127,474	)		(9,055	)		(136,529	)
Balance at July 31, 2023		4,832,405		$	483			2,760,759	$	277	$	14,957,155		$	(16,661,960	)		(308,090	)	$	(2,012,135	)
Balance at April 30, 2024		4,396,363			439			9,729,878		974		15,067,580			(17,116,309	)		(315,046	)		(2,362,362	)
Common stock issued for B preferred conversion		(1,068,686	)		(107	)		10,686,860		1,069		(962	)		--			--			---
Common stock issued for D preferred conversion		(7	)		--			431,181		43		(43	)					--			--
Common stock issued for accrued expense – RP		--			--			10,000,000		1,000		694,000			--			--			695,000
Common stock issued for services		--			--			100,000		10		9,990			--			--			10,000
Dividend on series D preferred		--			--			--		--		7,356			(7,356	)		--			--
Net loss		--			--			--		--		--			(461,239	)		(6,170	)		(467,409	)
Balance at July 31, 2024		3,327,664			332			30,947,919	$	3,096	$	15,777,921		$	(17,584,904	)	$	(321,216	)	$	(2,124,771	)

See notes to condensed consolidated financial statements

5

Defense Technologies International Corp and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended July 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(467,409	)	$	(136,529	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Common stock issued for service for service		10,000			--
(Gain) loss on derivative liability		(8,166	)		(12,224	)
Loss on notes		295,000			--
Loan origination fees		10,000			--
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses		(66,975	)		43,620
Increase in payables – related parties		188,159			79,930
Net cash provided by (used in) operating activities		(39,391	)		(25,203	)
Cash flows from financing activities
Proceeds from notes payable- related party		(273	)		1,000
Proceeds from notes payable		40,000			--
Repayment of notes payable		--			(5,500	)
Proceeds from convertible notes		--			20,000
Proceeds from common stock for cash		--			10,000
Net cash provided by financing activities		39,727			25,500
Net increase (decrease) in cash		336			297
Cash at beginning of period		171			804
Cash at end of period	$	507		$	1,101
Supplement Disclosures
Interest Paid
Income tax Paid
Noncash financing and investing activities
Retirement of derivative at debt conversion	$	--		$	19,354
Interest accrued on preferred shares	$	7,356		$	7,356
Common stock issued for convertible debt	$	--		$	14,686
Common stock issued for conversion of preferred shares	$	--		$	(8	)
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

6

Defense Technologies International Corp. and Subsidiary

Notes to Condensed Consolidated Financial Statements

As of July 31, 2024

(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’s unique technology works precisely to specifications as required by our technology and as confirmed in the market. All sales and marketing activities will be executed through 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, 2024 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 July 31, 2024, the consolidated results of its operations and its consolidated cash flows for the three months ended July 31, 2024 and 2023. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

7

Consolidation and Non-Controlling Interest

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

Inventory

Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of July 31, 2024 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of July 31, 2024 and April 30, 2024 the value of the inventory was $7,599.  

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 July 31, 2024, the Company had potential shares issuable under convertible preferred shares and convertible debt for a total of 34,344,987.

8

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 July 31, 2024, the Company had no revenues, has accumulated deficit of $17,584,904 and a working capital deficit of $2,124,771 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, 2025 by issuing debt and equity securities and by the continued support of its related parties. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE – 3:  INVESTMENTS

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

NOTE -4:  RELATED PARTY TRANSACTIONS

Management and administrative services are currently compensated as per a Service Agreement between the Company and its Chief Executive Officer and Director executed on April 25, 2016 and a Service Agreement with the subsidiary PSSI executed on January 12, 2017, a Service Agreement between the Company and a Director executed on May 20, 2016, and an Administration Agreement with a related party executed on March 15, 2011 and renewed on May 1, 2017 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 July 31, 2024, the outstanding balance on the loan agreement was $189,747 plus accrued interest.

During the three months ending July 31,2024 the  Company issued 10,686,860 shares of common  stock for the conversion of 1,068,686 of Series B preferred shares.

During the three months ending July 31,2024 the Company issued 10,000,000 with a value of $400,000 for the payment of related party debt.

As of July 31, 2024 and April 30, 2023, the Company had payable balances due to related parties totaling $979,867 and  $ 1,191,708, respectively.

9

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 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 July 31, 2024 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 July 31, 2024, the outstanding balance on the loan agreement was $189,747 plus accrued interest.

On July 11, 2024 the Company issued a promissory note for $50,000, The note matures in one year from issuance and bears interest at 10% per annum.  The note has an initial discount of $10,000 and is not convertible.

As of July 31, 2024 and April 30, 2024 the outstanding balances of notes payable  was $219,789 and $170,062, 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 July 31, 2024 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.  As of July 31, 2024 the note has a balance of $12,500 plus interest and is currently in default.

10

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 July 31, 2024, and April 30, 2024, the outstanding balance of the note were $259,585 plus interest.

During the three months ended July 31, 2023 the Company issued 569,681 shares of common stock with a value of $14,686 for the conversion of  debt.

As of July 31, 2024, and April 30, 2024, the convertible debt outstanding, net of discount, was $279,085.

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.

11

As of July 31, 2023, 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 July 31, 2023:

	Level 1		Level 2		Level 3
Balance at April 30, 2023	$	--	$	--	$	65,826
Retirement of debt at conversion						(19,354	)
Change in fair value of derivative liability		--		--		(12,224	)
Balance at July 31, 2023	$	--	$	--	$	34,248

As of July 31, 2024, 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 July 31, 2024:

	Level 1		Level 2		Level 3
Balance at April 30, 2024	$	--	$	--	$	37,211
Change in fair value of derivative liability		--		--		(8,166	)
Balance at July 31, 2024	$	--	$	--	$	29,045

The estimated fair value of the derivative liabilities at July 31, 2023 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	5.10	%
Expected life in years	0.10
Dividend yield	0	%
Expected volatility	333.00	%

The estimated fair value of the derivative liabilities at July 31, 2024 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	5.20	%
Expected life in years	0.10
Dividend yield	0	%
Expected volatility	283.00	%

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.

During the three months ended July 31, 2023 the Company issued 200,000 shares of common stock with a value of $10,000 for cash.

During the three months ended July 31, 2023 the Company issued 188,036 shares of common stock for the conversion of 7,219 shares of preferred stock.

During the three months ended July 31, 2023 the Company issued 569,681 shares of common stock with a value of $14,686 for the conversion of debt.

During the three months ending July 31, 2024 the  Company issued 10,686,860 shares of common  stock for the conversion of 1,068,686 of Series B preferred shares.

During the three months ending July 31, 2024 the Company issued 100,000 shares of common stock with a value of $10,000 for the payment of consulting fees.

During the three months ending July 31, 2024 the Company issued 431,181 shares of common stock for the conversion of 7 shares of series D preferred shares.

During the three months ending July 31, 2024 the Company issued 10,000,000 with a value of $400,000 for the payment of related party debt. As part of the conversion the Company recognized a loss on notes of $295,000.

12

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.

During the three months ended July 31, 2023 the Company issued 188,036 shares of common stock for the conversion of 7,219 shares of preferred stock

During the three months ending July 31,2024 the  Company issued 10,686,860 shares of common  stock for the conversion of 1,068,686 of Series B preferred shares.

As of July 31, 2024 the Company has 3,327,664 shares of preferred stock consisting of; 2,535,135 Series A shares, 791,950 Series B shares and 579 Series D preferred share issued and outstanding. The conversion price for the 579 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 July 31, 2024:

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. As of July 31, 2023, Mr. Hooper was terminated from the board of directors.

13

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

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

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

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

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

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

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

NOTE  10:  SUBSEQUENT EVENTS

The Company has evaluated subsequent events to determine events occurring after July 31, 2024 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.

14

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 three months ended July 31, 2024.

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 these 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.

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.

15

Results of Operations

During the three  months ended July 31, 2024, the Company did not receive any revenue.

Our operating  expenses for the three  months ended July 31, 2024 was $163,517 compared to $143,383 for the same period in 2023. The increase was due primarily to lower consulting costs, which were $120,000 offset by higher general and administrative costs of $22,117 for the three months periods ending July 31, 2024. The Company recorded zero depreciation  and general and administrative costs of $43,178 for the three-month periods ended July 31, 2024 compared to general and administrative expense of  $21,061 for the same periods in 2023.

Interest expenses incurred in the three months  periods ended July 31, 2024 was $7,058 compared to interest expense of $7,370 for the three-month periods in 2023.  A loan origination fee of $10,000 and loss on notes of $295,000 was incurred during the same period.

Change in derivative liability resulted in a gain of $8,166 for the three months period ended July 31, 2024, compared to a gain of $12,224 for the same period in 2023  We estimate the fair value of the derivative for the conversion feature of our convertible notes payable using the American Binominal Lattice pricing model at the inception of the debt, at the date of conversions to equity, cash payments and at reporting date, recording a derivative liability, debt discount and a gain or loss on change in derivative liability as applicable.  These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, and variable conversion prices based on market prices as defined in the respective loan agreements. These inputs are subject to significant changes from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material.

Total other income and expense for the three-month periods ended July 31, 2024 was other expense of $303,892 compared to other income of $4,854 for the same periods in 2023.

Net loss before non-controlling interest for the three-month periods ended July 31, 2024 were a net loss of  $467,409 compared net loss of $136,529 for the same periods in 2023. After adjusting for our consolidated subsidiary, net loss and net income for the three-month period ended July 31, 2024 were net loss of $461,239 compared to a net loss of $127,474 for the same period in 2023.

Liquidity and Capital Resources

At July 31, 2024 the Company had total current assets of $8,106 and total current liabilities of $2,132,877 resulting in a working capital deficit of $2,124,771.  Included in our current liabilities and working capital deficit at July 31, 2024 are derivative liabilities totaling $29,045 related to the conversion features of certain of our convertible notes payable, convertible notes of $279,085, net of discount, payables due related parties of $979,867, accounts payable and accrued expense of $296,631 and notes payables of $219,789. We anticipate that in the short term, operating funds will continue to be provided by related parties and other lenders.

During the three months ended July 31, 2024, net cash used in operating activities was $39,391 compared to cash used of $25,203 in the same period in 2023. Net cash used in the three-month 2024 period consisted of net loss of $467,409, change in payables to related parties of $108,229, decrease in accounts payable of $110,595 and loss on notes of $295,000 and loan origination fee of $10,000.

During the three months ended July 31, 2024, net cash provided by financing activities was $39,727 consisting of a note payable net of $40,000 and repayment of note to related party of $273. We have had no 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.

16

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

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

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4. Controls and Procedures.

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

17

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 three months ending July 31,2024 the Company issued 10,686,860 shares of common stock for the conversion of 1,068,686 of Series B preferred shares.

During the three months ending July 31,2024 the Company issued 100,000 shares of common stock with a value of $10,000 for the payment of consulting fees.

During the three months ending July 31,2024 the Company issued 431,181 shares of common stock for the conversion of 7 shares of series D preferred shares.

During the three months ending July 31,2024 the Company issued 10,000,000 with a value of $400,000 for the payment of related party debt.

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

18

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*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101SCH*	Inline XBRL Taxonomy Extension Schema
101 CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101 DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101 LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101 PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* 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.

19

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: October 2, 2024	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: October 2, 2024

/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 July 31, 2024, 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

October 2, 2024

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

Cover - shares	3 Months Ended
	Jul. 31, 2024	Oct. 02, 2024
Cover [Abstract]
Entity Registrant Name	DEFENSE TECHNOLOGIES INTERNATIONAL CORP.
Entity Central Index Key	0001533357
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jul. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		30,947,919
Entity File Number	000-54851
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	99-0363802
Entity Address Address Line 1	2683 Via De La Valle
Entity Address Address Line 2	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
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Current assets:
Cash	$ 507	$ 171
Inventory	7,599	7,599
Total current assets	8,106	7,770
Total assets	8,106	7,770
Current liabilities:
Accounts payable and accrued expense	299,470	386,003
Accrued licenses agreement payable	100,000	87,500
Accrued interest and fees payable	185,246	178,188
Convertible notes payable, net of discount	279,085	279,085
Derivative liabilities	29,045	37,211
Payables - related parties	979,867	1,191,708
Customer deposits	40,375	40,375
Notes payable	70,042	20,042
Note payable- related party	149,747	150,020
Total current liabilities	2,132,877	2,370,132
Total liabilities	2,132,877	2,370,132
Commitments and Contingencies	0	0
Stockholders' deficit:
Common stock, $0.0001 par value; 600,000,000 shares authorized, 30,947,919 and 9,729,878 shares issued and outstanding, respectively	3,096	974
Additional paid-in capital	15,777,921	15,067,580
Accumulated deficit	(17,584,904)	(17,116,309)
Total	(1,803,555)	(2,047,316)
Non-controlling interest	(321,216)	(315,046)
Total stockholders' deficit	(2,124,771)	(2,362,362)
Total liabilities and stockholders' deficit	8,106	7,770
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred Stock Value	253	253
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred Stock Value	79	186
Series D Preferred Stock [Member]
Stockholders' deficit:
Preferred Stock Value	$ 0	$ 0

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2024	Apr. 30, 2024
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000
Preferred Stock, Shares Issued	3,327,664
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	30,947,919	9,729,878
Common Stock, Shares, Outstanding	30,947,919	9,729,878
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	2,535,135	2,535,135
Preferred Stock, Shares Outstanding	2,535,135	2,535,135
Series B Preferred Stock [Member]
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Shares Issued	791,950	1,860,636
Preferred Stock, Shares Outstanding	791,950	1,860,636
Series D Preferred Stock [Member]
Preferred Stock, Shares Authorized	1,500,000
Preferred Stock, Shares Issued	579	600
Preferred Stock, Shares Outstanding	579	600

XML

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Expenses:
Consulting	$ 117,500	$ 120,000
Development	0	322
General and administrative	46,017	21,061
Total expenses	163,517	141,383
Loss from operations	(163,517)	(143,383)
Other income (expense):
Interest and other income (expense)	(7,058)	(7,370)
Loan origination fee	(10,000)	0
Loss on notes	(295,000)	0
Gain (loss) on derivative liability	8,166	12,224
Total other income (expense)	(303,892)	4,854
Income (loss) before income taxes	(467,409)	(136,529)
Provision for income taxes	0	0
Net income (loss) before non-controlling interest	(467,409)	(136,529)
Non- controlling interest in net loss of the consolidated subsidiary	6,170	9,055
Net income (loss) attributed to the Company	$ (461,239)	$ (127,474)
Net income (loss) per common share: Basic and dilutive	$ (0.03)	$ (0.10)
Weighted average common shares outstanding:
Basic and dilutive	17,986,515	6,794,763

XML

Consolidated Statements of Shareholders' Deficit - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Noncontrolling Interest
Balance, shares at Apr. 30, 2023		4,839,616	1,803,042
Balance, amount at Apr. 30, 2023	$ (1,919,650)	$ 483	$ 181	$ 14,905,851	$ (16,527,130)	$ (299,035)
Common stock issued for debt conversion, shares			569,681
Common stock issued for debt conversion, amount	14,686	0	$ 57	14,629	0	0
Common stock issued for cash, shares			200,000
Common stock issued for cash, amount	10,000	$ 0	$ 20	9,980	0	0
Common stock issued for preferred B share conversion, shares		(7,208)	72,081
Common stock issued for preferred B share conversion, amount	(8)	$ 0	$ 7	(15)	0	0
Common stock issued for D shares conversion, shares		(3)	115,955
Common stock issued for D shares conversion, amount	12		$ 12	0	0	0
Derivative at conversion	19,354	$ 0	0	19,354	0	0
Dividends on Series D preferred	0	0	0	7,356	(7,356)	0
Net loss	(136,529)	$ 0	$ 0	0	(127,474)	(9,055)
Balance, shares at Jul. 31, 2023		4,832,405	2,760,759
Balance, amount at Jul. 31, 2023	(2,012,135)	$ 483	$ 277	14,957,155	(16,661,960)	(308,090)
Balance, shares at Apr. 30, 2024		4,396,363	9,729,878
Balance, amount at Apr. 30, 2024	(2,362,362)	$ 439	$ 974	15,067,580	(17,116,309)	(315,046)
Derivative at conversion	0
Net loss	(467,409)	$ 0	$ 0	0	(461,239)	(6,170)
Common stock issued for B preferred conversion, shares		(1,068,686)	10,686,860
Common stock issued for B preferred conversion, amount	0	$ (107)	$ 1,069	(962)	0	0
Common stock issued for D preferred conversion, shares		(7)	431,181
Common stock issued for D preferred conversion, amount	0	$ 0	$ 43	(43)		0
Common stock issued for accrued expense - RP, shares			10,000,000
Common stock issued for accrued expense - RP, amount	695,000	0	$ 1,000	694,000	0	0
Common stock issued for services, shares			100,000
Common stock issued for services, amount	10,000	0	$ 10	9,990	0	0
Dividend on series D preferred	0	$ 0	$ 0	7,356	(7,356)	0
Balance, shares at Jul. 31, 2024		3,327,664	30,947,919
Balance, amount at Jul. 31, 2024	$ (2,124,771)	$ 332	$ 3,096	$ 15,777,921	$ (17,584,904)	$ (321,216)

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Cash flows from operating activities:
Net loss	$ (467,409)	$ (136,529)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Common stock issued for service for service	10,000	0
(Gain) loss on derivative liability	(8,166)	(12,224)
Loss on notes	295,000	0
Loan origination fees	10,000	0
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses	(66,975)	43,620
Increase in payables - related parties	188,159	79,930
Net cash provided by (used in) operating activities	(39,391)	(25,203)
Proceeds from notes payable- related party	(273)	1,000
Proceeds from notes payable	40,000	0
Repayment of notes payable	0	(5,500)
Proceeds from convertible notes	0	20,000
Proceeds from common stock for cash	0	10,000
Net cash provided by financing activities	39,727	25,500
Net increase (decrease) in cash	336	297
Supplement Disclosures
Cash at beginning of period	171	804
Cash at end of period	507	1,101
Noncash financing and investing activities
Retirement of derivative at debt conversion	0	19,354
Interest accrued on preferred shares	7,356	7,356
Common stock issued for convertible debt	0	14,686
Common stock issued for conversion of preferred shares	0	(8)
Series B preferred issued for notes payable and accrued interest	0	322,500
Series B preferred issued for accrued expense	0	1,505,155
Series B preferred issued for accrued expense - relate parties	$ 0	$ 1,074,250

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BASIS OF PRESENTATION AND ORGANIZATION

3 Months Ended

Jul. 31, 2024

BASIS OF PRESENTATION AND ORGANIZATION

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’s unique technology works precisely to specifications as required by our technology and as confirmed in the market. All sales and marketing activities will be executed through 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, 2024 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 July 31, 2024, the consolidated results of its operations and its consolidated cash flows for the three months ended July 31, 2024 and 2023. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

Consolidation and Non-Controlling Interest

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

Inventory

Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of July 31, 2024 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of July 31, 2024 and April 30, 2024 the value of the inventory was $7,599.  

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 July 31, 2024, the Company had potential shares issuable under convertible preferred shares and convertible debt for a total of 34,344,987.

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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GOING CONCERN

3 Months Ended

Jul. 31, 2024

GOING CONCERN

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 July 31, 2024, the Company had no revenues, has accumulated deficit of $17,584,904 and a working capital deficit of $2,124,771 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, 2025 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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INVESTMENTS

3 Months Ended

Jul. 31, 2024

INVESTMENTS

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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RELATED PARTY TRANSACTIONS

3 Months Ended

Jul. 31, 2024

RELATED PARTY TRANSACTIONS

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 July 31, 2024, the outstanding balance on the loan agreement was $189,747 plus accrued interest.

During the three months ending July 31,2024 the  Company issued 10,686,860 shares of common  stock for the conversion of 1,068,686 of Series B preferred shares.

During the three months ending July 31,2024 the Company issued 10,000,000 with a value of $400,000 for the payment of related party debt.

As of July 31, 2024 and April 30, 2023, the Company had payable balances due to related parties totaling $979,867 and  $ 1,191,708, respectively.

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NOTES PAYABLE

3 Months Ended

Jul. 31, 2024

NOTES PAYABLE

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 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 July 31, 2024 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 July 31, 2024, the outstanding balance on the loan agreement was $189,747 plus accrued interest.

On July 11, 2024 the Company issued a promissory note for $50,000, The note matures in one year from issuance and bears interest at 10% per annum.  The note has an initial discount of $10,000 and is not convertible.

As of July 31, 2024 and April 30, 2024 the outstanding balances of notes payable  was $219,789 and $170,062, respectively.

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CONVERTIBLE DEBT

3 Months Ended

Jul. 31, 2024

CONVERTIBLE DEBT

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 July 31, 2024 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.  As of July 31, 2024 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 July 31, 2024, and April 30, 2024, the outstanding balance of the note were $259,585 plus interest.

During the three months ended July 31, 2023 the Company issued 569,681 shares of common stock with a value of $14,686 for the conversion of  debt.

As of July 31, 2024, and April 30, 2024, the convertible debt outstanding, net of discount, was $279,085.

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

3 Months Ended

Jul. 31, 2024

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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 July 31, 2023, 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 July 31, 2023:

	Level 1		Level 2		Level 3
Balance at April 30, 2023	$	--	$	--	$	65,826
Retirement of debt at conversion						(19,354	)
Change in fair value of derivative liability		--		--		(12,224	)
Balance at July 31, 2023	$	--	$	--	$	34,248

As of July 31, 2024, 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 July 31, 2024:

	Level 1		Level 2		Level 3
Balance at April 30, 2024	$	--	$	--	$	37,211
Change in fair value of derivative liability		--		--		(8,166	)
Balance at July 31, 2024	$	--	$	--	$	29,045

The estimated fair value of the derivative liabilities at July 31, 2023 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	5.10	%
Expected life in years	0.10
Dividend yield	0	%
Expected volatility	333.00	%

The estimated fair value of the derivative liabilities at July 31, 2024 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	5.20	%
Expected life in years	0.10
Dividend yield	0	%
Expected volatility	283.00	%

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EQUITY

3 Months Ended

Jul. 31, 2024

EQUITY

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.

During the three months ended July 31, 2023 the Company issued 200,000 shares of common stock with a value of $10,000 for cash.

During the three months ended July 31, 2023 the Company issued 188,036 shares of common stock for the conversion of 7,219 shares of preferred stock.

During the three months ended July 31, 2023 the Company issued 569,681 shares of common stock with a value of $14,686 for the conversion of debt.

During the three months ending July 31, 2024 the  Company issued 10,686,860 shares of common  stock for the conversion of 1,068,686 of Series B preferred shares.

During the three months ending July 31, 2024 the Company issued 100,000 shares of common stock with a value of $10,000 for the payment of consulting fees.

During the three months ending July 31, 2024 the Company issued 431,181 shares of common stock for the conversion of 7 shares of series D preferred shares.

During the three months ending July 31, 2024 the Company issued 10,000,000 with a value of $400,000 for the payment of related party debt. As part of the conversion the Company recognized a loss on notes of $295,000.

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.

During the three months ended July 31, 2023 the Company issued 188,036 shares of common stock for the conversion of 7,219 shares of preferred stock

During the three months ending July 31,2024 the  Company issued 10,686,860 shares of common  stock for the conversion of 1,068,686 of Series B preferred shares.

As of July 31, 2024 the Company has 3,327,664 shares of preferred stock consisting of; 2,535,135 Series A shares, 791,950 Series B shares and 579 Series D preferred share issued and outstanding. The conversion price for the 579 series D shares issued is $0.50 or 80% of the lowest trading price 20 days prior to conversion,

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jul. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE – 9:  COMMITMENTS AND CONTINGENCIES

The Company has the following material commitments as of July 31, 2024:

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. As of July 31, 2023, Mr. Hooper was terminated from the board of directors.

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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SUBSEQUENT EVENTS

3 Months Ended

Jul. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE  10:  SUBSEQUENT EVENTS

The Company has evaluated subsequent events to determine events occurring after July 31, 2024 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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BASIS OF PRESENTATION AND ORGANIZATION (Policies)

3 Months Ended

Jul. 31, 2024

BASIS OF PRESENTATION AND ORGANIZATION

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, 2024 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 July 31, 2024, the consolidated results of its operations and its consolidated cash flows for the three months ended July 31, 2024 and 2023. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

Consolidation and Non-Controlling Interest

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

Inventory

Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of July 31, 2024 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of July 31, 2024 and April 30, 2024 the value of the inventory was $7,599.  

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 July 31, 2024, the Company had potential shares issuable under convertible preferred shares and convertible debt for a total of 34,344,987.

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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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Tables)

3 Months Ended

Jul. 31, 2024

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

Schedule of fair value derivative liabilities

	Level 1		Level 2		Level 3
Balance at April 30, 2023	$	--	$	--	$	65,826
Retirement of debt at conversion						(19,354	)
Change in fair value of derivative liability		--		--		(12,224	)
Balance at July 31, 2023	$	--	$	--	$	34,248

	Level 1		Level 2		Level 3
Balance at April 30, 2024	$	--	$	--	$	37,211
Change in fair value of derivative liability		--		--		(8,166	)
Balance at July 31, 2024	$	--	$	--	$	29,045

Schedule of estimated fair value derivative liabilities

Risk-free interest rate	5.10	%
Expected life in years	0.10
Dividend yield	0	%
Expected volatility	333.00	%

Risk-free interest rate	5.20	%
Expected life in years	0.10
Dividend yield	0	%
Expected volatility	283.00	%

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BASIS OF PRESENTATION AND ORGANIZATION (Details narrative) - USD ($)	1 Months Ended		3 Months Ended
	May 30, 2018	Oct. 19, 2016	Jul. 31, 2024	Apr. 30, 2024
BASIS OF PRESENTATION AND ORGANIZATION
Inventory			$ 7,599	$ 7,599
Shares issuable under convertible preferred shares and convertible debt			34,344,987
Reverse stock split			common shares were reversed with each shareholder receiving one share of common stock for each 500 shares
Initial licensing fee payment		$ 25,000
Amendment to license agreement summary	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
Acquisition percentage description			The Company currently owns 76.28% of PSSI with 23.72% acquired by several individuals and entities.

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GOING CONCERN (Details narrative) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
GOING CONCERN
Accumulated deficit	$ (17,584,904)	$ (17,116,309)
Working capital deficit	$ (2,124,771)

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INVESTMENTS (Details Narrative)	3 Months Ended
	Jul. 31, 2024
License Agreement [Member]
Equity method investment and ownership increase	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

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended
	May 02, 2022	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024	Apr. 30, 2023
Conversion of shares of preferred stock			7,219
Conversion of Stock, Shares Issued			188,036
Note payable- related party				$ 189,747
Short term loans	$ 100,000
Interest rate	6.00%
Accounts Payable, Related Parties, Current				$ 979,867	$ 1,191,708
Stock Issued During Period, Shares			200,000
Stock Issued During Period, Value			$ 10,000
Series B Preferred Shares [Member]
Conversion of shares of preferred stock		1,068,686
Conversion of Stock, Shares Issued		10,686,860
Related Party Debt [Member]
Stock Issued During Period, Shares		10,000,000
Stock Issued During Period, Value		$ 400,000

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NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended
	Jul. 11, 2024	Jul. 11, 2022	Jul. 18, 2018	Jul. 31, 2024	Apr. 30, 2024	May 01, 2022	Mar. 05, 2018
Settlement amount on initial payment		$ 37,500
Settlement amount, balance due		7,500
Note payable to related party			$ 5,000
Initial discount promissory note	$ 10,000
Initial payment promissory note		$ 30,000
EMAC Handels AG [Member]
Short term loans						$ 100,000
Interest rate						6.00%
Note payable- related party				$ 189,747
Notes Payable [Member]
Promissory note, amount	$ 50,000		$ 114,226
Interest rate	10.00%		8.00%
Debt instrument interest			$ 20,042
Notes payable				$ 219,789	$ 170,062		$ 25,000

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CONVERTIBLE DEBT (Details Narrative) - USD ($)			3 Months Ended
	May 02, 2022	Mar. 10, 2022	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024	Oct. 04, 2018	Mar. 05, 2018	Feb. 16, 2018	Aug. 03, 2016	Mar. 10, 2016
Convertible notes payable, net of discount			$ 279,085		$ 279,085
Stock issued during period, shares, conversion of convertible securities				569,681
Common stock issued for debt conversion, value				$ 14,686
Interest rate	6.00%
Convertible Note Payable 1 [Member] | On March 10, 2016 [Member]
Convertible notes payable, net of discount			$ 7,000							$ 17,000
Convertible promissory note										$ 17,000
Common stock shares convertible, price per share			$ 0.05
Interest rate			6.00%
Convertible Note Payable 5 [Member] | On October 4, 2018 [Member]
Convertible notes payable, net of discount						$ 330,626
Convertible Note Payable 2 [Member] | On August 3, 2016 [Member]
Convertible notes payable, net of discount			$ 12,500
Convertible promissory note									$ 25,000
Stock issued during period, shares, conversion of convertible securities			1,000,000
Common stock issued for debt conversion, value			$ 12,500
Interest rate			12.00%
Convertible Note Payable 4 [Member] | On March 5, 2018 [Member]
Convertible notes payable, net of discount							$ 25,000
Convertible Note Payable 3 [Member] | On February 16, 2018 [Member]
Convertible notes payable, net of discount								$ 20,000
Interest rate			6.00%
Series A Preferred Stock [Member]
Share issued during period		657,895
Share issued during period, value		$ 25,000
outstanding balance of notes			$ 259,585		$ 259,585

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Details) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024	Apr. 30, 2023
Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 29,045	$ 34,248	$ 37,211	$ 65,826
Change in fair value of derivative liability	(8,166)	(12,224)
Retirement of debt at conversion		19,354
Fair Value, Inputs, Level 2 [Member]
Derivative liability	0	0	0	0
Change in fair value of derivative liability	0	0
Fair Value, Inputs, Level 1 [Member]
Derivative liability	0	0	$ 0	$ 0
Change in fair value of derivative liability	$ 0	$ 0

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Details 1) - Fair Value of Derivative Liabilities [Member]	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Risk-free interest rate	5.20%	5.10%
Expected life in years	1 month 6 days	1 month 6 days
Dividend yield	0.00%	0.00%
Expected volatility	283.00%	333.00%

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EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024	Apr. 26, 2022
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
Common stock issued for convertible debt, shares		569,681
Common stock issued for debt conversion, value		$ 14,686
Conversion of shares of preferred stock		7,219
Common Stock, Shares Authorized				600,000,000
Conversion of Stock, Shares Issued		188,036
Stock Issued During Period, Shares		200,000
Stock Issued During Period, Value		$ 10,000
Preferred Stock, Shares Issued	3,327,664
Loss on notes	$ (295,000)	$ 0
Consulting Fees [Member]
Stock Issued During Period, Shares	100,000
Stock Issued During Period, Value	$ 10,000
Related Party Debt [Member]
Stock Issued During Period, Shares	10,000,000
Stock Issued During Period, Value	$ 400,000
Loss on notes	$ 295,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized	20,000,000		20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Voting rights	100
Preferred Stock, Shares Issued	2,535,135		2,535,135
Preferred Stock, Shares Outstanding	2,535,135		2,535,135
Series B Preferred Stock [Member]
Preferred Stock, Shares Authorized	5,000,000
Conversion of shares of preferred stock	1,068,686
Conversion of Stock, Shares Issued	10,686,860
Voting rights	100
Preferred Stock, Shares Issued	791,950		1,860,636
Preferred Stock, Shares Outstanding	791,950		1,860,636
Series D Preferred Stock [Member]
Preferred Stock, Shares Authorized	1,500,000
Preferred Stock, Shares Issued	579		600
Preferred Stock, Shares Outstanding	579		600
Series B Preferred Shares [Member]
Conversion of shares of preferred stock	1,068,686
Conversion of Stock, Shares Issued	10,686,860
Series D Preferred Shares [Member]
Conversion of shares of preferred stock	7
Stock Issued During Period, Shares	431,181
Series C Preferred Stock [Member]
Preferred Stock, Shares Authorized	1,500,000
Preferred Stocks [Member]
Common Stock, Par or Stated Value Per Share				$ 0.0001
Preferred Stock, Shares Authorized				20,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001
Conversion of shares of preferred stock		7,219
Common Stock, Shares Authorized				600,000,000
Conversion of Stock, Shares Issued		188,036

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Jul. 31, 2024	May 01, 2021	May 30, 2018
EMAC Handels AG [Member]
Monthly fee for administration services	$ 7,500
Monthly fee for Office Rent	250
Monthly fee for Office Supplies	125
Charles C Hooper [Member]
Monthly fee for administration services	$ 5,000
Issuance of restricted common shares	233
Merrill W Moses [Member]
Monthly fee for administration services	$ 2,500
Issuance of common stock shares	333
Issuance of restricted common shares	233
Monthly Director's fee per Service Agreement	$ 7,500
WSMG Advisors [Member]
Issuance of common stock shares	1,000
Control Capture Systems, LLC [Member]
Represents the minimum royalty payment per quarter	$ 12,500
Royalty percentage			5.00%
Discounted market percentage			25.00%
PSSI [Member]
Monthly fee for administration services	7,500
Monthly fee for Office Rent	250
Shares issued		2,000
Royalty percentage		12.00%
Monthly fee for telephone	$ 125