Delaware
|
Not Applicable
|
(
State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ] |
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
(Do not check if a smaller reporting company)
|
Page
|
||
PART I
|
||
Item 1.
|
Business
|
3
|
Item 1A.
|
Risk Factors
|
5
|
Item 1B.
|
Unresolved Staff Comments
|
5
|
Item 2.
|
Properties
|
5
|
Item 3.
|
Legal Proceedings
|
5
|
Item 4.
|
Mine Safety Disclosures
|
5
|
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
6 |
Item 6.
|
Selected Financial Data
|
8
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
8 |
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
14
|
Item 8.
|
Financial Statements and Supplementary Data
|
14
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
14 |
Item 9A.
|
Controls and Procedures
|
14
|
Item 9B
|
Other Information
|
14
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
15
|
Item 11.
|
Executive Compensation
|
16
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
17 |
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
18
|
Item 14.
|
Principal Accounting Fees and Services
|
19
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules.
|
20
|
Signatures
|
21
|
High | Low | |||||||
First Quarter
|
$
|
0.46
|
$
|
0.05
|
||||
Second Quarter
|
$
|
0.21
|
$
|
0.082
|
||||
Third Quarter
|
$
|
0.15
|
$
|
0.005
|
||||
Fourth Quarter
|
$
|
0.0398
|
$
|
0.0007
|
High | Low | |||||||
First Quarter
|
$
|
0.195
|
$
|
0.02
|
||||
Second Quarter
|
$
|
0.42
|
$
|
0.02
|
||||
Third Quarter
|
$
|
0.54
|
$
|
0.22
|
||||
Fourth Quarter
|
$
|
0.45
|
$
|
0.031
|
●
|
registered and traded on a national securities exchange meeting specified criteria set by the SEC;
|
●
|
authorized for quotation on The Nasdaq Stock Market;
|
●
|
issued by a registered investment company;
|
●
|
excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or
|
●
|
exempted from the definition by the SEC.
|
●
|
the average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale, or
|
●
|
1% of the shares then outstanding.
|
●
|
has ceased to be a shell company;
|
●
|
is subject to the Exchange Act reporting obligations;
|
●
|
has filed all required Exchange Act reports during the preceding twelve months; and
|
●
|
at least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status as an entity that is not a shell company.
|
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
-0-
|
-0-
|
-0-
|
|||||||||
Equity compensation plans not approved by security holders
(1)
|
1,300,000
|
$
|
1.385
|
-0-
|
||||||||
Total
|
1,300,000
|
$
|
1.385
|
-0-
|
2017
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
823,452
|
$
|
-
|
$
|
-
|
$
|
823,452
|
||||||||
Convertible notes payable, net
|
594,772
|
-
|
-
|
594,772
|
||||||||||||
Total liabilities measured at fair value
|
$
|
1,418,224
|
$
|
-
|
$
|
-
|
$
|
1,418,224
|
2016
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
2,081,931
|
$
|
-
|
$
|
-
|
$
|
2,081,931
|
||||||||
Convertible notes payable, net
|
63,486
|
-
|
-
|
63,486
|
||||||||||||
Total liabilities measured at fair value
|
$
|
2,145,417
|
$
|
-
|
$
|
-
|
$
|
2,145,417
|
Name
|
Age
|
Position
|
Merrill W. Moses
|
63
|
President, CEO, Secretary, Interim CFO
|
and Director
|
||
Charles C. Hooper
|
69
|
Director
|
●
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
|
●
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;
|
●
|
being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; and
|
|
|
●
|
being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
|
Name and Principal Position
|
Year Ended
April 30,
|
Salary
|
Bonus
|
All Other
Consideration
|
Total
|
|||||||||||||||
Merrill W. Moses, President, CEO, Secretary, Interim CFO and Director
(1)
|
2015
2016
2017
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
260,750
|
$
$
$
|
-
-
260,750
|
|||||||||||
Charles Cortland Hooper, Director
(2)
|
2015
2016
2017
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
167,500
|
$
$
$
|
-
-
167,500
|
|||||||||||
Stephen M. Studdert, Former President, CEO, Secretary, Interim CFO and Director
(3)
|
2015
2016
2017
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
-
|
$
$
$
|
30,000
30,000
-
|
$
$
$
|
30,000
30,000
-
|
|||||||||||
Delbert G. Blewett, former President, CEO, Secretary, Interim CFO and Director
(4)
|
2015
2016
2017
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
-
|
$
$
$
|
15,000
-
-
|
$
$
$
|
15,000
-
-
|
|||||||||||
Frank Thorwald, former Director
(3)
|
2015
2016
2017
|
$
$
$
|
-
-
-
|
$
$
$
|
-
-
-
|
$
$
$
|
-
116,020
-
|
$
$
$
|
-
116,020
-
|
●
|
Each stockholder believed to be the beneficial owner of more than 5% of our common stock;
|
●
|
by each of our directors and executive officers; and
|
●
|
all of our directors and executive officers as a group.
|
Name and Address
of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
(1)
|
Percent
(2)
|
||||||
Directors and Executive Officers
:
Merrill W. Moses, President & CEO
4730 S. Fort Apache Road, Suite 300
Las Vegas, Nevada 89147
|
700,000
|
0.30
|
%
|
|||||
Charles C. Hooper, Director
4730 S. Fort Apache Road, Suite 300
Las Vegas, Nevada 89147
|
250,000
|
0.10
|
%
|
|||||
5% Beneficial Owners
:
EMAC Handels AG
(3)
Schuetzenstr. 22
Pfaeffikon,Switzerland
|
13,100,550
|
6.30
|
%
|
|||||
Velania Treuhand AG
(4)
Churerstr. 106
Pfaeffikon, Switzerland
|
13,737,550
|
5.90
|
% | |||||
All directors and executive officers
as a group (2 person)
|
950,000
|
0.40
|
%
|
(1) |
Unless otherwise indicated, the named person will be the record and beneficially owner of the shares indicated.
|
(2) |
Percentage ownership is based on 231,619,035 total shares: 199,365,345 common shares outstanding and a total of 32,253,690 convertible preferred stock common share equivalents.
|
(3) |
EMAC Handels AG is a Swiss company that is owned and controlled by Reinhard Hiestand. Of the total amount shown, 60,000 shares of common stock are held in the name of Reinhard Hiestand, 6,750 shares of common stock are held in the name of EMAC Handels AG and 1,520,000 and 13,093,800 shares represent unissued shares of common stock that may be issued upon the conversion of certain DTII preferred stock held by Reinhard Hiestand and EMAC Handels AG, respectively.
|
(4) |
Velania Treuhand AG is a Swiss company that is owned and controlled by Reinhard Hiestand. The 13,737,550 shares shown represent unissued shares of common stock that may be issued upon the conversion of certain DTII preferred stock held by Velania Treuhand AG.
|
EMAC
|
$
|
22,793
|
||
RAB |
18,468
|
|||
Merrill Moses, President, CEO, Secretary, acting CFO & director
|
97,500
|
|||
Charles Hooper, director
|
55,000
|
|||
Reinhard Hiestand, shareholder | 15,200 | |||
Stephen Studdert, Former President & CEO
|
42,500
|
|||
Delbert Blewett, Former President & CEO
|
20,792
|
|||
Frank Thorwald, Former Director
|
25,000
|
|||
Harold Schneider, Former CFO
|
32,500
|
|||
Alexander Burton, Former Advisory Board Member
|
5,000
|
|||
$
|
334,753
|
Note payable to EMAC, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum
|
$
|
25,000
|
||
Note payable to Velania Treuhand AG, interest at 6%, convertible into common stock of the Company at $0.10 per share
|
32,050
|
|||
$
|
57,050
|
Note payable to EMAC, with interest at 6% per annum, due September 15, 2013
|
$
|
24,656
|
||
Note payable to EMAC, with interest at 6% per annum, due March 8, 2014
|
7,500
|
|||
Note payable to EMAC, with interest at 6% per annum, due December 5, 2013
|
2,270
|
|||
$
|
34,426
|
(a) |
Exhibits
|
3.1
(2)
|
Articles of Incorporation and amendments thereto
|
|
3.2
(1)
|
||
4.1
(2)
|
||
10.1
(3)
|
||
10.2
|
Service Agreement with Merrill W. Moses
|
|
10.3
|
Service Agreement with Charles Cortland Cooper
|
|
10.4
|
Service Agreement between Passive Security Scan, Inc. and Merrill W. Moses
|
|
10.5
|
Administration and Management Agreement between Passive Security Scan, Inc. and RAB Investments AG
|
|
10.6
(4)
|
||
14.1 | Code of Ethics | |
21.1
|
Subsidiaries
|
|
31.1
|
Certification of Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification of Chief Executive Officer and Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101 INS*
|
XBRL Instance Document
|
|
101 SCH*
|
XBRL Schema Document
|
|
101 CAL*
|
XBRL Calculation Linkbase Document
|
|
101DEF*
|
XBRL Definition Linkbase Document
|
|
101 LAB*
|
XBRL Labels Linkbase Document
|
|
101 PRE*
|
XBRL Presentation Linkbase Document
|
(
1)
|
Filed as exhibit to Form S-1 filed on November 10, 2011.
|
(2)
|
Filed as exhibit to Amendment No. 1 to Form S-1 filed on March 12, 2012.
|
(3)
|
Filed as exhibit to Amendment No. 4 to Form S-1 filed on August 17, 2012.
|
(4)
|
Filed as exhibit to Form 8-K filed on July 28, 2017.
|
Defense Technologies International Corp.
|
|
By:
/S/
Merrill W. Moses
|
|
|
Merrill W. Moses
|
Chief Executive Officer
|
|
Dated: August 14, 2017
|
Signature
|
Title
|
Date
|
/S/
Merrill W. Moses
|
Director
|
August 14, 2017
|
Merrill W. Moses
|
||
/S/
Charles C. Hooper
|
Director
|
August 14, 2017
|
Charles C. Hooper
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of April 30, 2017 and 2016
|
F-3
|
|
|
Consolidated Statements of Operations for the Years Ending April 30, 2017 and 2016
|
F-4
|
|
|
Consolidated Statements of Stockholders’ Deficit for the Years Ending April 30, 2017 and 2016
|
F-5
|
|
|
Consolidated Statements of Cash Flows for the Years Ending April 30, 2017 and 2016
|
F-7
|
|
|
Notes to the Consolidated Financial Statements
|
F-8
|
Defense Technologies International Corp. and Subsidiary
|
Consolidated Balance Sheets
|
April 30,
|
||||||||
2017
|
2016
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
193
|
$
|
23
|
||||
Prepaid expenses
|
-
|
18,169
|
||||||
Total current assets
|
193
|
18,192
|
||||||
License agreement
|
378,600
|
-
|
||||||
Total assets
|
$
|
378,793
|
$
|
18,192
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
320,207
|
$
|
150,362
|
||||
Accrued license agreement payment
|
25,000
|
-
|
||||||
Accrued interest and fees payable
|
74,181
|
63,979
|
||||||
Accrued interest payable – related parties
|
13,953
|
17,846
|
||||||
Derivative liabilities
|
823,452
|
2,081,931
|
||||||
Convertible notes payable, net of discount
|
594,772
|
63,486
|
||||||
Convertible notes payable – related parties
|
57,050
|
57,050
|
||||||
Notes payable – related parties
|
34,426
|
79,656
|
||||||
Payables – related parties
|
334,753
|
565,459
|
||||||
Total current liabilities
|
2,277,794
|
3,079,769
|
||||||
Total liabilities
|
2,277,794
|
3,079,769
|
||||||
Commitments and contingencies
|
||||||||
Mezzanine equity:
|
||||||||
Convertible preferred stock, $0.0001 par value; 20,000,000 shares authorized:
|
||||||||
Series A – 1,473,545 and 600,000 shares issued and outstanding, respectively
|
147
|
60
|
||||||
Series B – 500,000 shares issued and outstanding, respectively
|
50
|
50
|
||||||
Total mezzanine equity
|
197
|
110
|
||||||
Stockholders’ deficit:
|
||||||||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 188,324,721 and 21,249,676 shares issued and outstanding, respectively
|
18,833
|
2,125
|
||||||
Additional paid-in capital
|
4,663,537
|
1,447,968
|
||||||
Accumulated deficit
|
(6,586,401
|
)
|
(4,511,780
|
)
|
||||
Total
|
(1,904,031
|
)
|
(3,061,687
|
)
|
||||
Non-controlling interest
|
4,833
|
-
|
||||||
Total stockholders’ deficit
|
(1,899,198
|
)
|
(3,061,687
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
378,793
|
$
|
18,192
|
Defense Technologies International Corp. and Subsidiary
|
Consolidated Statements of Operations
|
Years Ended April 30,
|
||||||||
2017
|
2016
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
||||
Operating expenses:
|
||||||||
General and administrative
|
1,329,899
|
476,836
|
||||||
Exploration costs
|
1,452
|
2,200
|
||||||
Abandoned mineral claims
|
-
|
37,820
|
||||||
Total operating expenses
|
1,331,351
|
516,856
|
||||||
Loss from operations
|
(1,331,351
|
)
|
(516,856
|
)
|
||||
Other income (expense):
|
||||||||
Interest expense
|
(762,203
|
)
|
(224,998
|
)
|
||||
Loss on derivative liabilities
|
(412,372
|
)
|
(2,104,872
|
)
|
||||
Gain on extinguishment of debt
|
420,203
|
122,222
|
||||||
Total other income (expense)
|
(754,372
|
)
|
(2,207,648
|
)
|
||||
Loss before income taxes
|
(2,085,723
|
)
|
(2,724,504
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Loss before non-controlling interest
|
(2,085,723
|
)
|
(2,724,504
|
)
|
||||
Non-controlling interest in net loss of consolidated subsidiary
|
11,102
|
-
|
||||||
Net loss attributed to the Company
|
$
|
(2,074,621
|
)
|
$
|
(2,724,504
|
)
|
||
Net loss per common share – basic and diluted
|
$
|
(0.05
|
)
|
$
|
(0.13
|
)
|
||
Weighted average shares outstanding – basic and diluted
|
41,131,618
|
21,099,768
|
Defense Technologies International Corp. and Subsidiary
Consolidated Statements of Stockholders’ Deficit
For the Years Ended April 30, 2017 and 2016
|
Common Stock
|
Additional
Paid-In |
Accumulated | Non-Controlling |
Total
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Interest
|
Deficit
|
|||||||||||||||||||
Balance, April 30, 2015
|
20,867,943
|
$
|
2,087
|
$
|
952,475
|
$
|
(1,787,276
|
)
|
$
|
-
|
$
|
(832,714
|
)
|
|||||||||||
Common stock issued for conversion of debt
|
181,748
|
18
|
33,969
|
-
|
-
|
33,987
|
||||||||||||||||||
Common stock issued for director fees
|
200,000
|
20
|
91,000
|
-
|
-
|
91,020
|
||||||||||||||||||
Adjustment to common shares outstanding
|
(15
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Stock-based compensation
|
-
|
-
|
117,221
|
-
|
-
|
117,221
|
||||||||||||||||||
Beneficial conversion feature of convertible debt
|
-
|
-
|
232,650
|
-
|
-
|
232,650
|
||||||||||||||||||
Warrants issued for interest expense
|
-
|
-
|
18,403
|
-
|
-
|
18,403
|
||||||||||||||||||
Imputed interest on convertible notes payable
|
-
|
-
|
2,250
|
-
|
-
|
2,250
|
||||||||||||||||||
Net loss for the year ended April 30, 2016
|
-
|
-
|
-
|
(2,724,504
|
)
|
-
|
(2,724,504
|
)
|
||||||||||||||||
Balance, April 30, 2016
|
21,249,676
|
$
|
2,125
|
$
|
1,447,968
|
$
|
(4,511,780
|
)
|
$
|
-
|
$
|
(3,061,687
|
)
|
Defense Technologies International Corp. and Subsidiary
Consolidated Statements of Stockholders’ Deficit
For the Years Ended April 30, 2017 and 2016 (continued)
|
Common Stock
|
Additional
Paid-In |
Accumulated | Non-Controlling |
Total
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Interest
|
Deficit
|
|||||||||||||||||||
Balance, April 30, 2016
|
21,249,676
|
$
|
2,125
|
$
|
1,447,968
|
$
|
(4,511,780
|
)
|
$
|
-
|
$
|
(3,061,687
|
)
|
|||||||||||
Series A preferred stock issued in payment of related party debt
|
-
|
-
|
436,686
|
-
|
-
|
436,686
|
||||||||||||||||||
Common stock issued for conversion of debt
|
158,207,545
|
15,821
|
1,650,297
|
-
|
-
|
1,666,118
|
||||||||||||||||||
Common stock issued for payables – related parties
|
561,000
|
56
|
56,044
|
-
|
-
|
56,100
|
||||||||||||||||||
Common stock issued for services
|
3,330,000
|
333
|
591,547
|
-
|
-
|
591,880
|
||||||||||||||||||
Common stock issued for accrued expenses
|
4,126,500
|
413
|
373,273
|
-
|
-
|
373,686
|
||||||||||||||||||
Common stock issued for debt discount
|
550,000
|
55
|
79,945
|
-
|
-
|
80,000
|
||||||||||||||||||
Stock-based compensation
|
-
|
-
|
9,056
|
9,056
|
||||||||||||||||||||
Warrant settlement liability
|
-
|
-
|
(50,000
|
)
|
-
|
-
|
(50,000
|
)
|
||||||||||||||||
Common stock issued for warrant settlement
|
300,000
|
30
|
(30
|
)
|
-
|
-
|
-
|
|||||||||||||||||
Beneficial conversion feature of convertible debt
|
-
|
-
|
52,136
|
-
|
-
|
52,136
|
||||||||||||||||||
Warrants issued for debt discount
|
-
|
-
|
14,365
|
-
|
-
|
14,365
|
||||||||||||||||||
Imputed interest on convertible notes payable
|
-
|
-
|
2,250
|
-
|
-
|
2,250
|
||||||||||||||||||
Services and accrued expenses for non-controlling interest
|
-
|
-
|
-
|
-
|
15,935
|
15,935
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(2,074,621
|
)
|
(11,102
|
) |
(2,085,723
|
)
|
|||||||||||||||
Balance, April 30, 2017
|
188,324,721
|
$
|
18,833
|
$
|
4,663,537
|
$
|
(6,586,401
|
)
|
$
|
4,833
|
$
|
(1,899,198
|
)
|
Defense Technologies International Corp. and Subsidiary
|
Consolidated Statements of Cash Flows
|
Years Ended April 30,
|
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net Loss
|
$
|
(2,085,723
|
)
|
$
|
(2,724,504
|
)
|
||
Adjustments to reconcile loss before non-controlling interest to net cash used in operating activities:
|
||||||||
Common stock issued for services
|
591,880
|
91,020
|
||||||
Non-controlling interest for services
|
6,100
|
-
|
||||||
Imputed interest on convertible notes payable
|
2,250
|
2,250
|
||||||
Amortization of debt discount to interest expense
|
671,431
|
89,197
|
||||||
Loan penalties added to debt principal
|
75,450
|
-
|
||||||
Loss on derivative liabilities
|
412,372
|
2,104,872
|
||||||
Gain on extinguishment of debt
|
(420,203
|
)
|
(122,222
|
)
|
||||
Stock-based compensation
|
9,056
|
117,221
|
||||||
Warrants issued for interest expense
|
-
|
18,403
|
||||||
Abandoned mineral claims
|
-
|
37,820
|
||||||
Change in operating assets and liabilities:
|
||||||||
(Increase) decrease in prepaid expenses
|
1,875
|
(12,311
|
)
|
|||||
Increase in accounts payable
|
113,014
|
40,863
|
||||||
Increase in accrued interest and fees payable
|
48,357
|
39,233
|
||||||
Increase in accrued interest payable – related parties
|
5,809
|
6,703
|
||||||
Increase in payables – related parties
|
217,070
|
196,281
|
||||||
Net cash used in operating activities
|
(351,262
|
)
|
(115,174
|
)
|
||||
Cash flows from investing activities
|
-
|
-
|
||||||
Cash flows from financing activities:
|
||||||||
Proceeds from convertible notes payable
|
593,277
|
159,000
|
||||||
Debt issuance costs
|
(13,500
|
)
|
-
|
|||||
Payments on convertible notes payable
|
(228,345
|
)
|
(43,986
|
)
|
||||
Net cash provided by financing activities
|
351,432
|
115,014
|
||||||
Net increase (decrease) in cash
|
170
|
(160
|
)
|
|||||
Cash at beginning of the year
|
23
|
183
|
||||||
Cash at end of the year
|
$
|
193
|
$
|
23
|
2017
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
823,452
|
$
|
-
|
$
|
-
|
$
|
823,452
|
||||||||
Convertible notes payable, net
|
594,772
|
-
|
-
|
594,772
|
||||||||||||
Total liabilities measured at fair value
|
$
|
1,418,224
|
$
|
-
|
$
|
-
|
$
|
1,418,224
|
2016
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
2,081,931
|
$
|
-
|
$
|
-
|
$
|
2,081,931
|
||||||||
Convertible notes payable, net
|
63,486
|
-
|
-
|
63,486
|
||||||||||||
Total liabilities measured at fair value
|
$
|
2,145,417
|
$
|
-
|
$
|
-
|
$
|
2,145,417
|
2017
|
2016
|
|||||||
Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum
|
$
|
25,000
|
$
|
25,000
|
||||
Note payable to related party, interest at 6%, convertible into common stock of the Company at $0.10 per share
|
32,050
|
32,050
|
||||||
$
|
57,050
|
$
|
57,050
|
2017
|
2016
|
|||||||
Note payable to related party, with interest at 6% per annum, due September 15, 2013
|
$
|
24,656
|
$
|
24,656
|
||||
Note payable to related party, with interest at 6% per annum, due March 8, 2014
|
7,500
|
7,500
|
||||||
Note payable to related party, with interest at 6% per annum, due December 5, 2013
|
2,270
|
47,500
|
||||||
$
|
34,426
|
$
|
79,656
|
April 30,
2017 |
April 30,
2016
|
|||||||
Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand
|
$
|
11,000
|
$
|
11,000
|
||||
Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand
|
9,000
|
9,000
|
||||||
Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand
|
91,150
|
141,150
|
||||||
Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand
|
14,500
|
14,500
|
||||||
Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand
|
20,000
|
20,000
|
||||||
Note payable, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share
|
17,000
|
17,000
|
||||||
Note payable to institutional investor, with interest at 15% per annum, convertible into common stock of the Company at a defined conversion price, in default
|
183,825
|
-
|
||||||
Note payable, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share
|
53,650
|
-
|
||||||
Note payable to institutional investor, with interest at 15% per annum, convertible into common stock of the Company at a defined conversion price, in default
|
10,000
|
-
|
Balance at April 30, 2015
|
$
|
63,359
|
||
Issuance of convertible notes
|
122,000
|
|||
Gain on derivative liability
|
2,104,872
|
|||
Conversion of debt to shares of common stock and repayment of debt
|
(192,749
|
)
|
||
Balance at April 30, 2016
|
2,081,931
|
|||
Issuance of convertible notes
|
262,525
|
|||
Loss on derivative liability
|
412,372
|
|||
Conversion of debt to shares of common stock and repayment of debt
|
(1,933,376
|
)
|
||
Balance at April 30, 2017
|
$
|
823,452
|
Risk-free interest rate
|
0.80 – 1.070
|
%
|
||
Expected life in years
|
0.25 – 0.89
|
|||
Dividend yield
|
0
|
%
|
||
Expected volatility
|
514.17% - 687.46
|
%
|
Risk free interest rate
|
.55 – .68
|
%
|
||
Expected life in years
|
1.0 – 2.0
|
|||
Dividend yield
|
0
|
%
|
||
Expected volatility
|
137.99 – 351.37
|
%
|
Shares |
Weighted Average Exercise Price |
Weighted Average
Remaining Contract Term (Years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding at April 30, 2015
|
-
|
$
|
-
|
|||||||||||||
Granted
|
1,068,333
|
$
|
1.559
|
|||||||||||||
Exercised
|
-
|
$
|
-
|
|||||||||||||
Forfeited or expired
|
-
|
$
|
-
|
|||||||||||||
Outstanding and exercisable at April 30, 2016
|
1,068,333
|
$
|
1.559
|
2.26
|
$
|
-
|
||||||||||
Granted
|
300,000
|
$
|
0.583
|
|||||||||||||
Exercised
|
(68,333
|
)
|
$
|
0.600
|
||||||||||||
Forfeited or expired
|
-
|
$ | ||||||||||||||
Outstanding and exercisable at April 30, 2017
|
1,300,000
|
$
|
1.385
|
1.07
|
$
|
-
|
2017
|
2016
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
1,349,200
|
$
|
770,400
|
||||
Related party accrued interest
|
9,000
|
27,900
|
||||||
Accrued expenses – related parties
|
127,100
|
220,500
|
||||||
Valuation allowance
|
(1,485,300
|
)
|
(1,018,800
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
Year Ended April 30,
|
||||||||
2017
|
2016
|
|||||||
Book loss
|
$
|
(705,400
|
)
|
$
|
(926,300
|
)
|
||
Non deductible expenses
|
441,600
|
746,800
|
||||||
Gain on debt settlement
|
(142,900
|
)
|
(41,600
|
)
|
||||
Related party accruals
|
(81,500
|
)
|
66,700
|
|||||
Related party interest
|
(16,500
|
)
|
19,700
|
|||||
Valuation allowance
|
504,700
|
134,700
|
||||||
Total
|
$
|
-
|
$
|
-
|
a)
|
Administration Agreement with EMAC Handels AG, renewed effective May 1, 2014 for a period of three years. The agreement has not been further renewed. Monthly fee for administration services of $5,000, 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 350,000 restricted common shares of the Company. No term of the agreement is specified. 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 350,000 restricted common shares of the Company. No term of the agreement is specified. The fees may be paid in cash and or with common stock.
|
d)
|
Administration and Management Agreement of PSSI signed January 12, 2017 for a three-year term, with RAB Investments AG, for general fees of $5,000 per month, office rent of $250 and telephone of $125 beginning January 2017, the issuance of 3,000,000 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 500,000 common shares of PSSI. No term of the agreement is specified.
|
f)
|
Business Development and Consulting Agreement of PSSI signed January 15, 2017 for a twelve-month term, with WSMG Advisors, Inc., for finder’s fees of 10% of funding raised for PSSI and the issuance of 1,500,000 common shares of PSSI.
|
Name of Subsidiary
|
Jurisdiction of Organization
|
|
|
Passive Security Scan Inc.
|
Utah
|
(Majority owned subsidiary of
|
|
Defense Technologies International Corp.)
|
|
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
|
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.
|