Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2022 | Mar. 04, 2022 | |
Registrant CIK | 0001533357 | |
Fiscal Year End | --04-30 | |
Registrant Name | DEFENSE TECHNOLOGIES INTERNATIONAL CORP. | |
SEC Form | 10-Q | |
Period End date | Jan. 31, 2022 | |
Tax Identification Number (TIN) | 99-0363802 | |
Number of common stock shares outstanding | 184,802,213 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54851 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2683 Via De La Valle | |
Entity Address, Address Line Two | Suite G418 | |
Entity Address, City or Town | Del Mar | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92014 | |
City Area Code | 800 | |
Local Phone Number | 520-9485 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Preferred Class A | ||
Preferred Stock, Shares Outstanding | 2,925,369 | |
Preferred Class B | ||
Preferred Stock, Shares Outstanding | 520,000 | |
Preferred Class C | ||
Preferred Stock, Shares Outstanding | 114,095 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2022 | Apr. 30, 2021 |
Current assets | ||
Cash | $ 5,805 | $ 44,209 |
Inventory | 78,373 | 69,381 |
Prepaid | 20,000 | 20,000 |
Total current assets | 104,181 | 133,590 |
Fixed assets, net of depreciation of $23,320 and $14,575 | 11,591 | 20,336 |
Total assets | 115,772 | 153,927 |
Current liabilities | ||
Accounts payable and accrued expense | 653,419 | 487,258 |
Accrued licenses agreement payable | 158,800 | 121,300 |
Accrued interest and fees payable | 221,035 | 169,273 |
Convertible notes payable, net of discount | 790,450 | 805,890 |
Derivative liabilities | 559,637 | 910,511 |
Payables - related parties | 1,489,850 | 1,249,818 |
Customer deposits | 30,375 | 30,375 |
Notes payable | 375,042 | 377,542 |
Total current liabilities | 4,278,608 | 4,151,967 |
Total liabilities | 4,278,608 | 4,151,967 |
Commitments and Contingencies | 0 | 0 |
Stockholders' deficit | ||
Common shares | 18,478 | 9,022 |
Additional paid-in capital | 9,918,087 | 9,209,750 |
Accumulated deficit | (13,893,675) | (13,229,003) |
Total | (3,956,766) | (4,009,887) |
Non-controlling interest | (235,028) | (204,411) |
Total stockholders' deficit | (4,191,794) | (4,214,298) |
Total liabilities and stockholders' deficit | 115,772 | 153,927 |
Redeemable Preferred Stock | ||
Stockholders' deficit | ||
Preferred shares | 28,958 | 216,257 |
Preferred shares | 28,958 | 216,257 |
Series A Preferred Stock | ||
Stockholders' deficit | ||
Preferred shares | 292 | 292 |
Preferred shares | 292 | 292 |
Series B Preferred Stock | ||
Stockholders' deficit | ||
Preferred shares | 52 | 52 |
Preferred shares | $ 52 | $ 52 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parenthetical - USD ($) | Jan. 31, 2022 | Apr. 30, 2021 |
Fixed Assetsok , Depreciation | $ 23,320 | $ 14,575 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 184,802,213 | 90,242,855 |
Common Stock, Shares, Outstanding | 184,802,213 | 90,242,855 |
Redeemable Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Preferred Stock, Shares Issued | 114,095 | 244,700 |
Preferred Stock, Shares Outstanding | 114,095 | 244,700 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 2,925,369 | 2,925,369 |
Preferred Stock, Shares Outstanding | 2,925,369 | 2,925,369 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 520,000 | 520,000 |
Preferred Stock, Shares Outstanding | 520,000 | 520,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Details | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 15,320 |
Cost of goods | 0 | 0 | 0 | (13,085) |
Gross Profit | 0 | 0 | 0 | 2,235 |
Expenses | ||||
Depreciation | 2,915 | 2,915 | 8,745 | 8,745 |
Consulting | 120,000 | 104,500 | 375,000 | 300,500 |
General and administrative | 116,557 | 70,985 | 265,602 | 232,931 |
Total operating expenses | 239,472 | 178,400 | 649,347 | 542,176 |
Loss from operations | (239,472) | (178,400) | (649,347) | (539,941) |
Other income (expense) | ||||
Interest expense | (28,658) | (21,379) | (78,990) | (76,476) |
Interest expense - loan penalty | 0 | 0 | 0 | (27,658) |
Gain (loss) on derivative liability | 114,352 | (676,207) | 141,172 | (909,852) |
Gain (loss) on debt settlement | 0 | 0 | 0 | 54,831 |
Finance cost | 0 | (749) | (7,500) | (103,860) |
Interest- note discount | 0 | (176,792) | (90,060) | (434,648) |
Gain (loss) on notes | 0 | 0 | 0 | (466,200) |
Total other income (expense) | 85,694 | (875,127) | (35,378) | (1,963,863) |
Income (loss) before income taxes | (153,778) | (1,053,527) | (684,725) | (2,503,804) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) before non-controlling interest | (153,778) | (1,053,527) | (684,725) | (2,503,804) |
Non- controlling interest in net loss of the consolidated subsidiary | 10,013 | 7,031 | 30,618 | 27,594 |
Net income (loss) attributed to the Company | $ (143,765) | $ (1,046,496) | $ (654,107) | $ (2,476,210) |
Net income (loss) per common share: Basic | $ 0 | $ (0.02) | $ (0.01) | $ (0.08) |
Weighted average common shares outstanding: Basic and diluted | 153,171,348 | 48,395,998 | 128,836,591 | 31,785,033 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Noncontrolling Interest | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2020 | $ 344 | $ 905 | $ 7,191,595 | $ (11,421,007) | $ (161,256) | $ (4,389,419) |
Shares, Outstanding, Beginning Balance at Apr. 30, 2020 | 3,445,369 | 9,056,524 | ||||
Debt Conversion, Converted Instrument, Amount | $ 0 | $ 1,063 | 130,446 | 0 | 0 | 131,509 |
Debt Conversion, Converted Instrument, Shares Issued | 10,635,623 | |||||
Retirement of derivative at conversion | 0 | $ 0 | 237,433 | 0 | 0 | 237,433 |
Net income (loss) before non-controlling interest | 0 | 0 | 0 | (281,996) | (10,877) | (292,823) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jul. 31, 2020 | $ 344 | $ 1,968 | 7,559,474 | (11,703,003) | (172,083) | (4,313,300) |
Shares, Outstanding, Ending Balance at Jul. 31, 2020 | 3,445,369 | 19,692,147 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2020 | $ 344 | $ 905 | 7,191,595 | (11,421,007) | (161,256) | (4,389,419) |
Shares, Outstanding, Beginning Balance at Apr. 30, 2020 | 3,445,369 | 9,056,524 | ||||
Common stock issued for preferred shares, Value | 0 | |||||
Retirement of derivative at conversion | 817,340 | |||||
Net income (loss) before non-controlling interest | (2,503,804) | |||||
Net income (loss) attributed to the Company | (2,476,210) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jan. 31, 2021 | $ 344 | $ 4,838 | 8,371,249 | (13,897,217) | (188,869) | (5,709,655) |
Shares, Outstanding, Ending Balance at Jan. 31, 2021 | 3,565,369 | 48,395,998 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jul. 31, 2020 | $ 344 | $ 1,968 | 7,559,474 | (11,703,003) | (172,083) | (4,313,300) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2020 | 3,445,369 | 19,692,147 | ||||
Debt Conversion, Converted Instrument, Amount | $ 0 | $ 2,870 | 231,868 | 0 | 0 | 234,738 |
Debt Conversion, Converted Instrument, Shares Issued | 28,703,851 | |||||
Retirement of derivative at conversion | 0 | $ 0 | 579,907 | 0 | 0 | 579,907 |
Net income (loss) before non-controlling interest | 0 | 0 | 0 | (1,147,719) | (9,755) | (1,157,473) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2020 | $ 344 | $ 4,838 | 8,371,249 | (12,850,721) | (181,838) | (4,656,128) |
Shares, Outstanding, Ending Balance at Oct. 31, 2020 | 3,445,369 | 48,395,998 | ||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Temporary Equity Stock Issued During Period, Shares, New Issues | 120,000 | |||||
Net income (loss) before non-controlling interest | $ 0 | 0 | 0 | (1,046,496) | (7,031) | (1,053,527) |
Net income (loss) attributed to the Company | (1,046,496) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jan. 31, 2021 | $ 344 | $ 4,838 | 8,371,249 | (13,897,217) | (188,869) | (5,709,655) |
Shares, Outstanding, Ending Balance at Jan. 31, 2021 | 3,565,369 | 48,395,998 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2021 | $ 344 | $ 9,022 | 9,209,750 | (13,229,003) | (204,411) | (4,214,298) |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | 3,690,069 | 90,242,855 | ||||
Common stock issued for preferred shares, Value | $ 0 | $ 1,304 | 124,096 | 0 | 0 | 125,400 |
Common stock issued for preferred shares, Shares | (97,405) | 13,043,560 | ||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Temporary Equity Stock Issued During Period, Shares, New Issues | 114,500 | |||||
Capitalize funding and dividend | $ 0 | 0 | 0 | (4,757) | 0 | (4,757) |
Debt Conversion, Converted Instrument, Amount | 0 | $ 1,418 | 100,420 | 0 | 0 | 101,838 |
Debt Conversion, Converted Instrument, Shares Issued | 14,174,884 | |||||
Retirement of derivative at conversion | 0 | $ 0 | 170,098 | 0 | 0 | 170,098 |
Net income (loss) before non-controlling interest | 0 | 0 | 0 | (835,045) | (10,013) | (845,058) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jul. 31, 2021 | $ 344 | $ 11,744 | 9,604,364 | (14,068,805) | (214,424) | (4,666,777) |
Shares, Outstanding, Ending Balance at Jul. 31, 2021 | 3,707,164 | 117,461,299 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2021 | $ 344 | $ 9,022 | 9,209,750 | (13,229,003) | (204,411) | (4,214,298) |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | 3,690,069 | 90,242,855 | ||||
Common stock issued for preferred shares, Value | 375,373 | |||||
Common stock issued for preferred shares, Shares | 73,783,957 | |||||
Retirement of derivative at conversion | 209,702 | |||||
Net income (loss) before non-controlling interest | (684,725) | |||||
Net income (loss) attributed to the Company | (654,107) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jan. 31, 2022 | $ 344 | $ 18,478 | 9,918,087 | (13,893,675) | (235,028) | (4,191,794) |
Shares, Outstanding, Ending Balance at Jan. 31, 2022 | 3,559,464 | 184,802,213 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jul. 31, 2021 | $ 344 | $ 11,744 | 9,604,364 | (14,068,805) | (214,424) | (4,666,777) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 3,707,164 | 117,461,299 | ||||
Common stock issued for mezzanine conversion | $ 0 | $ 1,292 | 95,224 | 0 | 0 | 96,516 |
Common stock issued for mezzanine conversion - shares | (92,350) | 12,915,863 | ||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Temporary Equity Stock Issued During Period, Shares, New Issues | 91,500 | |||||
Capitalize funding and dividend | $ 0 | 0 | 0 | (4,156) | 0 | (4,156) |
Debt Conversion, Converted Instrument, Amount | 0 | $ 660 | 30,221 | 0 | 0 | 30,881 |
Debt Conversion, Converted Instrument, Shares Issued | 6,600,517 | |||||
Retirement of derivative at conversion | 0 | $ 0 | 39,603 | 0 | 0 | 39,603 |
Net income (loss) before non-controlling interest | 0 | 0 | 0 | 324,703 | (10,591) | 314,112 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Oct. 31, 2021 | $ 344 | $ 13,696 | 9,769,412 | (13,748,258) | (225,015) | (4,189,821) |
Shares, Outstanding, Ending Balance at Oct. 31, 2021 | 3,706,314 | 136,977,679 | ||||
Common stock issued for mezzanine conversion | $ 0 | $ 4,782 | 148,675 | 0 | 0 | 153,457 |
Common stock issued for mezzanine conversion - shares | (146,850) | 47,824,534 | ||||
Capitalize funding and dividend | $ 0 | $ 0 | 0 | (1,652) | 0 | (1,652) |
Net income (loss) before non-controlling interest | 0 | 0 | 0 | (143,765) | (10,013) | (153,778) |
Net income (loss) attributed to the Company | (143,765) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jan. 31, 2022 | $ 344 | $ 18,478 | $ 9,918,087 | $ (13,893,675) | $ (235,028) | $ (4,191,794) |
Shares, Outstanding, Ending Balance at Jan. 31, 2022 | 3,559,464 | 184,802,213 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) before non-controlling interest | $ (684,725) | $ (2,503,804) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Amortization of debt discount to interest expense | 90,060 | 382,145 |
(Gain) loss on derivative liability | (141,172) | 909,852 |
(Gain) loss on debt extinguishment | 0 | (46,684) |
Gain (loss) on notes | 0 | 466,200 |
Depreciation | 8,745 | 8,745 |
Change in operating assets and liabilities | ||
(Increase) decrease in inventory | (8,992) | (78,907) |
Increase (decrease) in accounts payable and accrued expenses | 282,648 | 344,472 |
Increase in payables - related parties | 240,032 | 192,021 |
Customer deposits | 0 | (15,320) |
Net cash provided by (used in) operating activities | (213,404) | (340,280) |
Net Cash Provided by (Used in) Investing Activities | ||
Repayment of convertible notes | 0 | (135,500) |
Repayment of notes payable | (2,500) | 0 |
Proceeds from convertible notes | 0 | 314,715 |
Proceeds from Series C preferred shares | 177,500 | 100,000 |
Net Cash Provided by (Used in) Financing Activities | 175,000 | 279,215 |
Net increase (decrease) in cash | (38,404) | (62,065) |
Cash at beginning of period | 44,209 | 70,416 |
Cash at end of period | 5,805 | 8,351 |
Supplemental Cash Flow Information | ||
Interest Paid | 0 | 0 |
Income tax Paid | 0 | 0 |
Noncash financing and investing activities | ||
Retirement of derivative at conversion | 209,702 | 817,340 |
Retirement of derivative at conversion | 780,913 | |
Interest accrued on preferred shares | 10,565 | 0 |
Common stock issued for convertible debt | 132,719 | 366,247 |
Common stock issued for preferred shares, Value | $ 375,373 | $ 0 |
NOTE -1_ BASIS OF PRESENTATION
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION | NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION Defense Technologies International Corp. (the "Company ") was incorporated in the State of Delaware on May 27, 1998. Effective June 15, 2016, the Company changed its name to Defense Technologies International Corp. from Canyon Gold Corp. to more fully represent the Company's expansion goals into the advanced technology sector. On October 19, 2016, the Company entered into a Definitive Agreement with Controlled Capture Systems, LLC (“CCS”), representing the inventor of the technology and assets previously acquired by DTC, that included a new exclusive Patent License Agreement and Independent Contractor agreement. Under the license agreement with CCS, the Company acquired the world-wide exclusive rights and privileges to the CCS security technology, patents, products and improvements. The Company agreed to pay CCS an initial licensing fee of $25,000 and to pay ongoing royalties as defined in the Definitive Agreement. On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows (1) Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter (2) All payment will be in US dollars or stock of the Company and or its subsidiary. The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive (3)Invoices for parts and materials will be billed separate of the license fees noted above Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company. The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company. The Company currently owns 76.28% of PSSI with 23.72% acquired by several individuals and entities. The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI. Basis of Presentation These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year end is April 30. The interim condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2021 included in its Annual Report on Form 10-K filed with the SEC. The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of January 31, 2022, the consolidated results of its operations and its consolidated cash flows for the three and nine months ended January 31, 2022 and 2021 The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. Reclassification of Series C Convertible Preferred Shares The Company has reclassified the presentation of the Series C preferred shares in the consolidated financial statements for the period ended January 31, 2021 due to change in reporting requirements. The preferred shares were presented as equity for the period ended January 31, 2021. Since that reporting period, reporting of convertible preferred shares was changes so they are now classified as Temporary Equity. The statement of shareholders equity for the period ended January 31, 2021 has been changed to reflect the new reporting requirements. This reclassification does not impact the financial statements as of January 31, 2021, just the reporting classifications. 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 January 31, 2022 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of January 31, 2022 the value of the inventory was $78,373, consisting of raw materials of $48,672 and finished goods of $29,701 with no work in process. This compares to inventory as of April 30, 2021 of $69,381 consisting of raw materials of $55,871 and finished goods of $13,510 with no work in process. Equipment Equipment is carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Impairment of Long-Lived Assets We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Net Income (Loss) per Common Share Basic net income or loss per common share is calculated by dividing the Company’s net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share is calculated by dividing the Company’s net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. With the loss in operations for the nine months period ended January 31, 2022, the additional shares were determined to be non-dilutive. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU) No 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021 and early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements. |
NOTE- 2_ GOING CONCERN
NOTE- 2: GOING CONCERN | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
NOTE- 2: GOING CONCERN | NOTE- 2: GOING CONCERN These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. Through January 31, 2022, the Company had no revenues, has accumulated deficit of $13,893,675 and a working capital deficit of $4,174,427 and expects to incur further losses in the development of its business. The Company has not yet established an ongoing source of revenue sufficient to cover operating costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2022 by issuing debt and equity securities and by the continued support of its related parties. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
NOTE - 3_ INVESTMENTS
NOTE - 3: INVESTMENTS | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
NOTE - 3: INVESTMENTS | NOTE – 3: INVESTMENTS Effective January 12, 2017, Passive Security Scan, Inc. ("PSSI") was incorporated in the state of Utah as subsidiary controlled by the Company. The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company for 17,500 shares of PSSI valued at $378,600 for 76.28% of PSSI. The balance of PSSI was acquired by four individuals and entities. The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI. The investment was impaired as of April 30, 2019. |
NOTE -4_ RELATED PARTY TRANSACT
NOTE -4: RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
NOTE -4: RELATED PARTY TRANSACTIONS | NOTE -4: RELATED PARTY TRANSACTIONS Management and administrative services are currently compensated as per a Service Agreement between the Company and its Chief Executive Officer and Director executed on April 25, 2016 and a Service Agreement with the subsidiary PSSI executed on January 12, 2017, a Service Agreement between the Company and a Director executed on May 20, 2016, and an Administration Agreement with a related party executed on March 15, 2011 and renewed on May 1, 2017 plus the assumption of a Service Agreement with the subsidiary PSSI assumed on January 12, 2017, whereby the fee is based on services provided and invoiced by the related parties on a monthly basis and the fees are paid in cash when possible or with common stock. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. These types of transactions, when incurred, result in payables to related parties in the Company’s consolidated financial statements as a necessary part of funding the Company’s operations. As of January 31, 2022 and April 30, 2021, the Company had payable balances due to related parties totaling $1,489,850 and $1,249,818, respectively, which resulted from transactions with these related parties and other significant shareholders. |
NOTE - 5_ NOTES PAYABLE
NOTE - 5: NOTES PAYABLE | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
NOTE - 5: NOTES PAYABLE | NOTE – 5: NOTES PAYABLE On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor. On July 6, 2018, the Company signed an investment agreement with a third party. Under the terms of the agreement the Company received $250,000 through the Company attorney’s trust account. On July 12, 2018, the Company received the $250,000 less wire and legal payment of $10,045. In addition the note holder will receive a royalty of 5% up to $250,000 and then a royalty of 3.5% for two years thereafter. The note holder will receive 150,000 shares of the Company’s common stock plus 100,000 warrants to purchase common shares within three years at $2.50 per share which expired during the nine months ended January 31, 2022. As of January 31, 2022 the balance of principal owed is $300,000. On July 18, 2018, the Company entered into a promissory note of $114,226.26 with interest rate of 8% per annum with Haynie & Company the Company’s former auditors. Under the terms of the agreement commencing August 15, 2018 the Company is to pay Haynie $5,000 per month. In addition the Company shall pay the note holder 20% of any funding event of private or public equity. As of January 31, 2022 the Company owed the note holder $50,042 plus interest and is in default. During the nine months ended January 31, 2021, the Company settled a portion of a note payable resulting on a gain on settlement of debt of $54,381. As of January 31, 2022 and April 30, 2021 the outstanding balances of notes payable was $375,042 and $377,542, respectively. |
6. Convertible Debt
6. Convertible Debt | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
6. Convertible Debt | NOTE – 6: CONVERTIBLE DEBT On March 10, 2016, the Company entered into a convertible promissory note for $17,000 with ACM Services GmbH, which bears interest at an annual rate of 6% and is convertible into shares of the Company’s common stock at $0.05 per share. The Company recorded a debt discount and a beneficial conversion feature of $17,000 at the inception of the note. As of January 31, 2022 the balance of the notes was $7,000 plus interest. On February 16, 2018 Passive Security Scan Inc, a subsidiary of the Company issued a $20,000 convertible note to Stuart Young. The note bears interest at 6% and is convertible after 6 months from the date of the note into stock of either PSSI or the Company at 50% discount to the 10 day trailing trading value of the Company’s common stock. On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor. On September 6, 2018, the company received $250,000 upon issuance of a debenture related to a certain securities purchase agreement with Ionic Ventures. The debenture bears interest at 15% per annum. The 15% original issue discount debenture (face amount $275,000) is for a six-month period and is convertible into shares of the company's common stock at an initial conversion price of $0.60 per share. Also, the debenture holder received 100,000 common stock purchase warrants to purchase DTII common stock, which may be exercised for up to three years at an initial exercise price of $0.70 per share. The note and all subsequent notes from Ionic contain reset provisions. Based on the reset provision, the conversion price as of January 31, 2022 was $0.0028 per share and the number of warrants increased to 15,151,515. The Company did not meet its payment obligation so Ionic granted an extension for an additional $30,000 being added to the principal. As of May 15, 2021 the note and interest was converted to common stock and considered paid in full. On October 4, 2018, the Company entered into an agreement with RAB Investments AG to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of January 31, 2022, the outstanding balance of the notes were $310,627 plus interest. On May 22, 2018, the Company signed an agreement with an investor for a loan of $25,000. The note is convertible 180 days after the date of the note to shares of the Company’s common stock at $0.75 per share or a 25% discount to the 10 day trading average prior to conversion; whichever is lower. The total amount of the loan must be converted on the date of conversion. The note has an annual interest rate of 6%. On March 26, 2019, the Company entered into an agreement with Iconic Ventures, LLC to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. In addition, the Company issued 300,000 three-year warrants with a strike price of $0.70 per share. The note and all subsequent notes from Ionic contain reset provisions Based on the reset provision the conversion price as of January 31, 2022 was $0.0028 per share and the number of warrants increased to 45,454,545. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of January 31, 2022, the balance of the note was zero. (See Note 9: Stock Options and Warrants). On January 10, 2020, the Company issued a convertible note to Crown Bridge Partners, LLC with a principal; amount of $171,000 and a prorate original discount of $15,000. The first tranche of the note received by the Company was a face value of $57,000 and net amount received of $50,000. Each tranche of the note matures twelve months from receipt of the tranche and bears interest at the rate of 10% per annum with a default rate of 15%. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 125% above face value. As of January 31, 2022 the balance of the note is $3,323 plus interest. On January 13, 2020, the Company issued an additional note to Ionic Ventures, LLC for $220,000 with an original discount of $20,000. The note is part of a securities purchase agreement dated August 31, 2018. The note matures on June 20, 2020 bearing interest at the rate of 15% per annum. The note is convertible into common stock of the Company at $0.60 per share or of 60% of the lowest trading price for twenty days prior to conversion, whichever is the lowest. As of January 31, 2022 the balance of the note was $174,500 plus interest. On January 16, 2020, the Company issued an additional note to Ionic Ventures, LLC for $272,500 with an original discount of $20,000. The note is part of a securities purchase agreement dated August 31, 2018. The note matures on January 1, 2022 bearing interest at the rate of 8% per annum. The note is convertible into common stock of the Company at $0.50 per share or the lowest VWAP pricing 5 days prior to conversion, whichever is the lowest. AS of January 31, 2022 the balance of the note is $282,500 plus interest. During the nine months ended January 31, 2021 the Company issued 39,339,474 shares of common stock with a value of $366,247 for debt. During the nine months ended January 31, 2022 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt. As of January 31, 2022, and April 30, 2021, the convertible debt outstanding, net of discount, was $790,450 and $805,890, respectively. |
7. Fair Value Measurements and
7. Fair Value Measurements and Derivative Liabilities | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
7. Fair Value Measurements and Derivative Liabilities | NOTE – 7: FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Level 2 - Level 3 – As of January 31, 2022, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments. The following table represents the change in the fair value of the derivative liabilities during the nine months ended January 31, 2022: Level 1 Level 2 Level 3 Balance at April 30, 2021 $ — $ — $ 910,511 Retirement of derivative at conversion — — (209,702) Change in fair value of derivative liability — — (141,172) Balance at January 31, 2022 $ — $ — $ 559,637 The estimated fair value of the derivative liabilities at January 31, 2022 was calculated using the Binomial Lattice pricing model with the following assumptions: Risk-free interest rate 0.25% Expected life in years 0.25 Dividend yield 0% Expected volatility 220.00% |
8. Equity
8. Equity | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
8. Equity | NOTE – 8: EQUITY Common Stock On June 7, 2021, the Company filed an amendment to the Articles of Incorporation increasing the authorized shares of common stock to 600,000,000 with a par value of $0.0001 and the total number of preferred shares at 20,000,000, par value $0.0001. During the nine months ended January 31, 2021 the Company issued 39,339,474 shares of common stock with a value of $366,247 for debt. During the nine months ended January 31, 2022 the Company issued 20,775,401 shares of common stock with a value of $132,719 for the conversion of debt. During the nine months ended January 31, 2022 the Company issued 73,783,957 shares of common stock for the conversion of 336,605 series C preferred shares with a value of $375,373. Preferred Stock The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized and has designated Series A, B and C preferred stock. Each share of the Series A preferred stock is convertible into ten common shares and carries voting rights on the basis of 100 votes per share. Each share of the Series B preferred stock is convertible into ten common shares and carries no voting rights. Each Series C is convertible into 10 shares of common stock and has no voting rights. On May 20, 2019, the Company approved the issuance of 2,831,350 shares of its common stock for the conversion of 283,135 for Series A preferred with a value of $28. As of January 31, 2022 the common shares had not been issued and the conversion was not completed. On November 13, 2020 and corrected on December 1, 2020 the Company designated 1,500,000 preferred shares as Series C nonvoting preferred shares. The shares are convertible into common stock with terms and conditions set by the Company’s Board of Directors. On December 8, 2020, the Company issued 120,000 shares Series C nonvoting preferred for $100,000 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. As of January 31, 2022, all the shares have been converted into common stock of the Company. On February 16 and April 21, 2021, the Company issued 124,700 shares Series C nonvoting preferred for $107,250 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. As of January 31, 2022, 69,755 shares have been converted into common stock. On June 4, 2021, the Company issued 114,500 shares Series C nonvoting preferred for $98,750 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. On August 27, 2021, the Company issued 91,500 shares Series C nonvoting preferred for $78,750 in cash. The Company may redeem the shares up to 180 days after issuance at a premium up to 120%. The shares are convertible 180 days after the purchase at 80% of the lowest trading price 15 days prior to conversion. On November 20, 2020, the Company filed a certificate of amendment to their articles of incorporation increasing the authorized shares to 400,000,000 of common stock, par value $0.0001 and 20,000,000 shares of preferred stock, par value $0.0001. The preferred shares were designated 5,000,000 series A, 5,000,000 series B and 1,500,000 series C. Series A is convertible into 10 shares of common stock and has 100 votes per preferred share. Series B is convertible into 10 shares of common stock with no voting rights. Series C is convertible into common stock of the Company as set by the board of directors with no voting rights. During the nine months ended January 31, 2022 the Company issued 73,783,957 shares of common stock for the conversion of 236,605 series C preferred shares with a value of $375,373. As of January 31, 2022 the Company had 2,925,369 Series A, 520,000 Series B and 114,095 Series C preferred share issued and outstanding. |
9. Stock Options
9. Stock Options | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
9. Stock Options | NOTE – 9: STOCK OPTIONS AND WARRANTS During the nine months ended January 31, 2022 the issuance of shares at a strike price lower than the previous period triggered a recalculation of the number of warrants to be issued. The issuance of warrants increased by 66,606,667. The down round calculation on the warrants did not trigger an amount greater than the down round calculated in earlier quarters. As part of the changes, the warrants expiration dates were extended to October 30, 2023 and February 27, 2024. A summary of the Company’s stock options and warrants as of January 31, 2022, and changes during the nine months then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at April 30, 2021 33,783,333 $ 0.037 2.48 $ 239,861 Granted by adjustment 66,606,667 $ 0.0028 2.31 — Exercised - $ - — — Forfeited or expired (390,000) $ - — — Outstanding and exercisable 100,000,000 $ 0.0028 2.31 $ 283,636 |
10. Contingencies and Commitmen
10. Contingencies and Commitments | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
10. Contingencies and Commitments | NOTE – 10: COMMITMENTS AND CONTINGENCIES The Company has the following material commitments as of January 31, 2022: a) Administration Agreement with EMAC Handel’s AG, renewed effective May 1, 2017 for a period of three years and amended May 1, 2021. Monthly fee for administration services of $7,500, office rent of $250 and office supplies of $125. Extraordinary expenses are invoiced by EMAC on a quarterly basis. The fee may be paid in cash and or with common stock. b) Service Agreement signed April 25, 2016 with Merrill W. Moses, President, Director and CEO, for services of $7,500 per month beginning May 2016 and the issuance of 233 restricted common shares of the Company. The fees may be paid in cash and or with common stock. c) Service Agreement signed May 20, 2016 with Charles C. Hooper, Director, for services of $5,000 per month beginning May 2016 and the issuance of 233 restricted common shares of the Company. The fees may be paid in cash and or with common stock. d) Administration and Management Agreement of PSSI signed January 12, 2017 with EMAC Handel Investments AG, for general fees of $7,500 per month, office rent of $250 and telephone of $125 beginning January 2017 and amended May 1, 2021, the issuance of 2,000 common shares of PSSI and a 12% royalty calculated on defines sales revenues payable within 10 days after the monthly sales. e) Service Agreement of PSSI signed January 12, 2017 with Merrill W. Moses, President, Director and CEO, for services of $2,500 per month beginning February 2017 and the issuance of 333 common shares of PSSI. f) Business Development and Consulting Agreement of PSSI signed January 15, 2017 with WSMG Advisors, Inc., for finder’s fees of 10% of funding raised for PSSI and the issuance of 1,000 common shares of PSSI. On May 30, 2018, the Company and Control Capture Systems, LLC amended their license agreement as follows. · · · |
11. Lease
11. Lease | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
11. Lease | NOTE 11: LEASE On October 16, 2018, the Company signed a three year lease for the Company’s warehouse space effective on November 1, 2018 through October 31, 2021. The lease is for approximately 4,700 square feet of warehouse space with a gross monthly rental cost including common area charges of $3,250. The lease was terminated by the landlord on August 30, 2019 with the outstanding balance due of $11,230. |
12. Subsequent Events
12. Subsequent Events | 9 Months Ended |
Jan. 31, 2022 | |
Notes | |
12. Subsequent Events | NOTE 2: SUBSEQUENT EVENTS On March 1, 2022, 20,000 shares of Series C preferred shares were converted to 9,086,957 shares of common stock. The Company has evaluated subsequent events to determine events occurring after January 31, 2022 through March 4, 2021 that would have a material impact on the Company’s financial results or require disclosure and have determined none to exist except as noted above. |
NOTE -1_ BASIS OF PRESENTATIO_2
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Basis of Presentation (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Basis of Presentation | Basis of Presentation These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year end is April 30. The interim condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2021 included in its Annual Report on Form 10-K filed with the SEC. The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of January 31, 2022, the consolidated results of its operations and its consolidated cash flows for the three and nine months ended January 31, 2022 and 2021 The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. |
NOTE -1_ BASIS OF PRESENTATIO_3
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Reclassification of Series C Convertible Preferred Shares (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Reclassification of Series C Convertible Preferred Shares | Reclassification of Series C Convertible Preferred Shares The Company has reclassified the presentation of the Series C preferred shares in the consolidated financial statements for the period ended January 31, 2021 due to change in reporting requirements. The preferred shares were presented as equity for the period ended January 31, 2021. Since that reporting period, reporting of convertible preferred shares was changes so they are now classified as Temporary Equity. The statement of shareholders equity for the period ended January 31, 2021 has been changed to reflect the new reporting requirements. This reclassification does not impact the financial statements as of January 31, 2021, just the reporting classifications. |
NOTE -1_ BASIS OF PRESENTATIO_4
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Consolidation and Non-Controlling Interest (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Consolidation and Non-Controlling Interest | Consolidation and Non-Controlling Interest These consolidated financial statements include the accounts of the Company, and its majority-owned subsidiary, PSSI, from its formation on January 12, 2017 to date. All inter-company transactions and balances have been eliminated. |
NOTE -1_ BASIS OF PRESENTATIO_5
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Inventory (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Inventory | Inventory Inventories are stated at the lower of cost using the first-in, first-out (FIFO) cost method of accounting. Inventories as of January 31, 2022 consist of parts used in assembly of the units being sold plus work in progress and finished goods. As of January 31, 2022 the value of the inventory was $78,373, consisting of raw materials of $48,672 and finished goods of $29,701 with no work in process. This compares to inventory as of April 30, 2021 of $69,381 consisting of raw materials of $55,871 and finished goods of $13,510 with no work in process. |
NOTE -1_ BASIS OF PRESENTATIO_6
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Equipment (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Equipment | Equipment Equipment is carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets |
NOTE -1_ BASIS OF PRESENTATIO_7
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Use of Estimates (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE -1_ BASIS OF PRESENTATIO_8
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Impairment of Long-lived Assets (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
NOTE -1_ BASIS OF PRESENTATIO_9
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Net Income (Loss) Per Common Share (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Net Income (Loss) Per Common Share | Net Income (Loss) per Common Share Basic net income or loss per common share is calculated by dividing the Company’s net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share is calculated by dividing the Company’s net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. With the loss in operations for the nine months period ended January 31, 2022, the additional shares were determined to be non-dilutive. |
NOTE -1_ BASIS OF PRESENTATI_10
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Jan. 31, 2022 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU) No 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021 and early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its financial statements. |
7. Fair Value Measurements an_2
7. Fair Value Measurements and Derivative Liabilities: Schedule of Derivative Liability Related to the Conversion Feature (Tables) | 9 Months Ended |
Jan. 31, 2022 | |
Tables/Schedules | |
Schedule of Derivative Liability Related to the Conversion Feature | Level 1 Level 2 Level 3 Balance at April 30, 2021 $ — $ — $ 910,511 Retirement of derivative at conversion — — (209,702) Change in fair value of derivative liability — — (141,172) Balance at January 31, 2022 $ — $ — $ 559,637 |
7. Fair Value Measurements an_3
7. Fair Value Measurements and Derivative Liabilities: Schedule of Assumptions Used (Tables) | 9 Months Ended |
Jan. 31, 2022 | |
Tables/Schedules | |
Schedule of Assumptions Used | Risk-free interest rate 0.25% Expected life in years 0.25 Dividend yield 0% Expected volatility 220.00% |
9. Stock Options_ Disclosure of
9. Stock Options: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Tables) | 9 Months Ended |
Jan. 31, 2022 | |
Stock Options | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at April 30, 2021 33,783,333 $ 0.037 2.48 $ 239,861 Granted by adjustment 66,606,667 $ 0.0028 2.31 — Exercised - $ - — — Forfeited or expired (390,000) $ - — — Outstanding and exercisable 100,000,000 $ 0.0028 2.31 $ 283,636 |
NOTE -1_ BASIS OF PRESENTATI_11
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION (Details) | 9 Months Ended |
Jan. 31, 2022 | |
Details | |
Entity Incorporation, State Country Name | Delaware |
Entity Incorporation, Date of Incorporation | May 27, 1998 |
NOTE -1_ BASIS OF PRESENTATI_12
NOTE -1: BASIS OF PRESENTATION AND ORGANIZATION: Inventory (Details) - USD ($) | Jan. 31, 2022 | Apr. 30, 2021 |
Details | ||
Inventory | $ 78,373 | $ 69,381 |
Inventory, Raw Materials, Gross | 48,672 | 55,871 |
Inventory, Finished Goods, Gross | $ 29,701 | $ 13,510 |
NOTE- 2_ GOING CONCERN (Details
NOTE- 2: GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 163 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | |
Details | |||||
Net income (loss) attributed to the Company | $ 143,765 | $ 1,046,496 | $ 654,107 | $ 2,476,210 | $ 13,893,675 |
Working capital deficit | $ 4,174,427 | $ 4,174,427 | $ 4,174,427 |
NOTE - 3_ INVESTMENTS (Details)
NOTE - 3: INVESTMENTS (Details) | Jan. 31, 2022USD ($) |
Details | |
Investments | $ 378,600 |
NOTE -4_ RELATED PARTY TRANSA_2
NOTE -4: RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jan. 31, 2022 | Apr. 30, 2021 |
Details | ||
Payables - related parties | $ 1,489,850 | $ 1,249,818 |
NOTE - 5_ NOTES PAYABLE (Detail
NOTE - 5: NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Apr. 30, 2021 | |
Notes payable | $ 375,042 | $ 375,042 | $ 377,542 | ||
Gain (loss) on debt settlement | 0 | $ 0 | 0 | $ 54,831 | |
March 2018 Note Payable | |||||
Notes payable | 25,000 | ||||
July 6, 2018 Note Payable | |||||
Notes payable | $ 250,000 | ||||
July 18, 2018 Note Payable | |||||
Notes payable | $ 114,226.26 | $ 114,226.26 | |||
Note Payable 1 | |||||
Gain (loss) on debt settlement | $ 54,381 |
6. Convertible Debt (Details)
6. Convertible Debt (Details) - USD ($) | May 22, 2018 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Apr. 30, 2021 | Oct. 16, 2020 | Jan. 13, 2020 | Jan. 10, 2020 | Mar. 26, 2019 | Oct. 04, 2018 |
Convertible notes payable, net of discount | $ 790,450 | $ 790,450 | $ 805,890 | ||||||||
Common stock issued for convertible debt | 132,719 | $ 366,247 | |||||||||
Convertible Notes Payable | $ 790,450 | 790,450 | $ 805,890 | ||||||||
Common Stock | |||||||||||
Common stock issued for conversion of debt shares | 20,775,401 | 39,339,474 | |||||||||
Convertible Note Payable 1 | |||||||||||
Convertible notes payable, net of discount | $ 17,000 | $ 17,000 | |||||||||
Preferred Stock Dividends, Shares | 17,000 | ||||||||||
Convertible Note Payable 2 | |||||||||||
Convertible notes payable, net of discount | 20,000 | $ 20,000 | |||||||||
Convertible Note Payable 3 | |||||||||||
Convertible notes payable, net of discount | 25,000 | 25,000 | |||||||||
Convertible Note Payable 4 | |||||||||||
Convertible notes payable, net of discount | 250,000 | 250,000 | |||||||||
Convertible Note Payable 5 | |||||||||||
Convertible notes payable, net of discount | 310,627 | 310,627 | $ 330,626 | ||||||||
Convertible Note Payable 6 | |||||||||||
Convertible notes payable, net of discount | $ 25,000 | ||||||||||
Debt Conversion, Converted Instrument, Type | agreement with an investor | ||||||||||
Convertible Note Payable 7 | |||||||||||
Convertible notes payable, net of discount | 0 | 0 | $ 330,626 | ||||||||
Convertible Note Payable 8 | |||||||||||
Convertible notes payable, net of discount | 3,323 | 3,323 | $ 171,000 | ||||||||
Convertible Note Payable 9 | |||||||||||
Convertible notes payable, net of discount | 174,500 | 174,500 | $ 220,000 | ||||||||
Convertible Note Payable 10 | |||||||||||
Convertible notes payable, net of discount | $ 282,500 | $ 282,500 | $ 272,500 |
7. Fair Value Measurements an_4
7. Fair Value Measurements and Derivative Liabilities: Schedule of Derivative Liability Related to the Conversion Feature (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Apr. 30, 2021 | |
Retirement of derivative at conversion | $ 39,603 | $ 170,098 | $ 579,907 | $ 237,433 | $ 209,702 | $ 817,340 | |
(Gain) loss on derivative liability | (141,172) | $ 909,852 | |||||
Fair Value, Inputs, Level 3 | |||||||
Derivative Liability | $ 559,637 | $ 910,511 |
7. Fair Value Measurements an_5
7. Fair Value Measurements and Derivative Liabilities: Schedule of Assumptions Used (Details) | 9 Months Ended |
Jan. 31, 2022 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.0025 |
Fair Value Assumptions, Expected Term | 0.25 |
Fair Value Assumptions, Expected Dividend Rate | 0 |
Fair Value Assumptions, Expected Volatility Rate | 2.2000 |
8. Equity (Details)
8. Equity (Details) - USD ($) | Aug. 27, 2021 | Jun. 04, 2021 | May 20, 2019 | Dec. 01, 2020 | Apr. 21, 2021 | Jul. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Apr. 30, 2021 | Nov. 20, 2020 |
Common Stock | |||||||||||
Common stock issued for preferred shares, Shares | 13,043,560 | 73,783,957 | |||||||||
Common stock issued for preferred shares, Value | $ 1,304 | ||||||||||
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | 600,000,000 | 400,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||
Common stock issued for preferred shares, Value | $ 125,400 | $ 375,373 | $ 0 | ||||||||
Common Stock Issuance 1 | |||||||||||
Stock Issued During Period, Shares, New Issues | 39,339,474 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 366,247 | ||||||||||
Common Stock Issuance 2 | |||||||||||
Stock Issued During Period, Shares, New Issues | 20,775,401 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 132,719 | ||||||||||
Common Stock Issuance 8 | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,831,350 | ||||||||||
Common Stock Issuance 9 | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||
Common Stock Issuance 10 | |||||||||||
Stock Issued During Period, Shares, New Issues | 120,000 | ||||||||||
Common Stock Issuance 11 | |||||||||||
Stock Issued During Period, Shares, New Issues | 124,700 | ||||||||||
Common Stock Issuance 12 | |||||||||||
Stock Issued During Period, Shares, New Issues | 114,500 | ||||||||||
Common Stock Issuance 13 | |||||||||||
Stock Issued During Period, Shares, New Issues | 91,500 | ||||||||||
Series A Preferred Stock | |||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred Stock, Shares Issued | 2,925,369 | 2,925,369 | 2,925,369 | ||||||||
Preferred Stock, Shares Outstanding | 2,925,369 | 2,925,369 | 2,925,369 | ||||||||
Series B Preferred Stock | |||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred Stock, Shares Issued | 520,000 | 520,000 | 520,000 | ||||||||
Preferred Stock, Shares Outstanding | 520,000 | 520,000 | 520,000 | ||||||||
Series C Preferred Stock | |||||||||||
Preferred Stock, Shares Issued | 114,095 | 114,095 | |||||||||
Preferred Stock, Shares Outstanding | 114,095 | 114,095 |
9. Stock Options_ Disclosure _2
9. Stock Options: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Stock Options | 9 Months Ended | |
Jan. 31, 2022USD ($)$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 33,783,333 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.037 | |
Share Based Compensation Arrangement By Share Based Payment Award, Weighted Average Remaining Contract Term (Years) | 2.31 | 2.48 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 283,636 | $ 239,861 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 66,606,667 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0028 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | shares | (390,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 100,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0028 |
10. Contingencies and Commitm_2
10. Contingencies and Commitments (Details) | 9 Months Ended |
Jan. 31, 2022USD ($) | |
EMAC Handels Ag | |
Monthly fee for administration services | $ 7,500 |
Monthly fee for Office Rent | 250 |
Monthly fee for Office Supplies | 125 |
Merrill W Moses | |
Monthly fee for administration services | 2,500 |
Monthly Director's fee per Service Agreement | 7,500 |
Charles C Hooper | |
Monthly fee for administration services | 5,000 |
RAB Investments | |
Monthly fee for administration services | 7,500 |
Monthly fee for Office Rent | 250 |
Monthly fee for telephone | $ 125 |
11. Lease (Details)
11. Lease (Details) | 9 Months Ended |
Jan. 31, 2022USD ($) | |
Details | |
Operating Lease Monthly Rental Obligation | $ 3,250 |
Operating Leases, Future Minimum Payments Due | $ 11,230 |