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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Defense Technologies International Corporation (PK) | USOTC:DTII | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.05 | 0.045 | 0.065 | 3 | 21:00:01 |
Nevada
|
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)
|
Emerging Growth Company
|
[X} |
Page
|
||
PART I
|
||
Item 1.
|
Business
|
4
|
Item 1A.
|
Risk Factors
|
6
|
Item 1B.
|
Unresolved Staff Comments
|
6
|
Item 2.
|
Properties
|
6
|
Item 3.
|
Legal Proceedings
|
6
|
Item 4.
|
Mine Safety Disclosures
|
6
|
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
|
13
|
Item 8.
|
Financial Statements and Supplementary Data
|
13
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
13 |
Item 9A.
|
Controls and Procedures
|
14
|
Item 9B
|
Other Information
|
15
|
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
|
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.
|
High | Low | |||||||
Fiscal year ended April 30, 2018
|
||||||||
First Quarter
|
$
|
8.41
|
$
|
2.38
|
||||
Second Quarter
|
$
|
12.68
|
$
|
3.73
|
||||
Third Quarter
|
$
|
5.46
|
$
|
2.98
|
||||
Fourth Quarter
|
$
|
3.73
|
$
|
0.75
|
||||
Fiscal year ended April 30, 2017
|
||||||||
First Quarter
|
$
|
690.00
|
$
|
75.00
|
||||
Second Quarter
|
$
|
315.00
|
$
|
123.00
|
||||
Third Quarter
|
$
|
225.00
|
$
|
7.50
|
||||
Fourth Quarter
|
$
|
59.70
|
$
|
1.05
|
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)
|
867
|
$
|
1.385
|
-0-
|
||||||||
Total
|
867
|
$
|
1.385
|
-0-
|
2018
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
3,248,160
|
$
|
-
|
$
|
-
|
$
|
3,248,160
|
||||||||
Convertible notes payable, net
|
816,526
|
816,526
|
-
|
-
|
||||||||||||
Total liabilities measured at fair value
|
$
|
4,064,686
|
$
|
816,526
|
$
|
-
|
$
|
3,248,160
|
2017
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
823,454
|
$
|
-
|
$
|
-
|
$
|
823,454
|
||||||||
Convertible notes payable, net
|
594,772
|
-
|
-
|
594,772
|
||||||||||||
Total liabilities measured at fair value
|
$
|
1,418,224
|
$
|
-
|
$
|
-
|
$
|
1,418,224
|
Name
|
Age
|
Position
|
Merrill W. Moses
|
64
|
President, CEO, Secretary, Interim CFO, and Director
|
Charles C. Hooper
|
70
|
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)
|
2016
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
2017 | $ | 0 | $ | 0 | $ | 260,750 | $ | 260,750 | |||||||||
2018
|
$ | 0 | $ | 0 |
$
|
142,500
|
$
|
142,500
|
|||||||||
Charles Cortland Hooper, Director (2)
|
2016
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
2017 | $ | 0 | $ | 0 |
$
|
167,500
|
$ | 167,500 | |||||||||
2018
|
$ | 0 | $ | 0 |
$
|
60,000
|
$
|
60,000
|
|||||||||
Stephen M. Studdert, Former President, CEO, Secretary, Interim CFO and Director
|
2016
|
$
|
0
|
$
|
0
|
$
|
30,000
|
$
|
30,000
|
||||||||
2017 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
2018
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Frank Thorwald, former Director
|
2016
|
$
|
0
|
$
|
0
|
$
|
116,020
|
$
|
116,020
|
||||||||
2017 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
2018
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
(1)
|
Mr. Moses' compensation for the fiscal year ended April 30, 2018 includes $240,000 accrued as a payable to Mr. Moses. The compensation for services as President, CEO, Secretary, Interim CFO and Director was accrued pursuant to a Service Agreement with the Company dated April 25, 2016. As of April 30, 2018, $202,500 was payable to Mr. Moses by the Company. In addition, pursuant to a Service Agreement with Passive Security Scan Inc. ("PSSI"), compensation of $30,000 was accrued for the year with a payable as of April 30, 2018 of 37,500 payable to Mr. Moses.
|
(2)
|
Mr. Hooper's compensation for the fiscal year ended April 30, 2018 was $60,000 with $115,000 accrued as a payable to Mr. Hooper. The compensation for services as Director was accrued pursuant to a Service Agreement dated May 20, 2016.
|
●
|
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
of Class
(2)
|
||||||
Directors and Executive Officers
:
|
||||||||
Merrill W. Moses, President & CEO
4730 S. Fort Apache Road, Suite 300
Las Vegas, Nevada 89147
|
467
|
0.03
|
%
|
|||||
Charles C. Hooper, Director
4730 S. Fort Apache Road, Suite 300
Las Vegas, Nevada 89147
|
167
|
0.01
|
%
|
|||||
5% Beneficial Owners
:
EMAC Handel AG
(3)
Schuetzenstr. 22
Pfaeffikon,Switzerland
|
1,008,734
|
66.9
|
%
|
|||||
All directors and executive officers as a group (2 person)
|
634
|
.04
|
%
|
(1)
|
Unless otherwise indicated, the named person will be the record and beneficially owner of the shares indicated.
|
(2)
|
Percentage ownership is based on 1,507,820 shares of common stock outstanding as of August 14, 2018.
|
EMAC
|
$
|
87,900
|
||
Merrill Moses, President, CEO, Secretary, acting CFO & director
|
300,000
|
|||
Charles Hooper, director
|
115,000
|
|||
Delbert Blewett, Former President & CEO
|
20,792
|
|||
$
|
523,692
|
|
2017
|
2016
|
||||||
Audit fees
|
$
|
100,000
|
$
|
50,000
|
||||
Audit related fees
|
30,000
|
-
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
|
2018
|
2017
|
||||||
Audit fees
|
$ | 17,600 |
$
|
-
|
||||
Audit related fees
|
-
|
-
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
(a) |
Exhibits
|
Exhibit No.
|
Exhibit Name
|
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
|
Defense Technologies International Corp.
|
|
By:
/S/
Merrill W. Moses
|
|
Merrill W. Moses
|
|
Chief Executive Officer
|
|
Dated: August 14, 2018
|
Signature
|
Title
|
Date
|
/S/
Merrill W. Moses
|
Director
|
August 14, 2018
|
Merrill W. Moses
|
||
/S/
Charles C. Hooper
|
Director
|
August 14, 2018
|
Charles C. Hooper
|
Reports of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of April 30, 2018 and 2017
|
F-3
|
|
|
Consolidated Statements of Operations for the Years Ended April 30, 2018 and 2017
|
F-4
|
|
|
Consolidated Statements of Stockholders' Deficit for the Years Ended April 30, 2018 and 2017
|
F-5
|
|
|
Consolidated Statements of Cash Flows for the Years Ended April 30, 2018 and 2017
|
F-6
|
|
|
Notes to the Consolidated Financial Statements
|
F-7
|
Consolidated Balance Sheets
|
April 30,
|
||||||||
2018
|
2017
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
8
|
$
|
193
|
||||
Prepaid expenses
|
-
|
--
|
||||||
Total current assets
|
8
|
193
|
||||||
License agreement
|
378,600
|
378,600
|
||||||
Total assets
|
$
|
378,608
|
$
|
378,793
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
352,162
|
$
|
320,207
|
||||
Accrued license agreement payment
|
6,300
|
25,000
|
||||||
Accrued interest and fees payable
|
155,896
|
74,181
|
||||||
Accrued interest payable – related parties
|
21,383
|
13,953
|
||||||
Derivative liabilities
|
3,248,160
|
823,452
|
||||||
Convertible notes payable
|
816,526
|
594,772
|
||||||
Convertible notes payable – related parties
|
--
|
57,050
|
||||||
Notes payable – related parties
|
--
|
34,426
|
||||||
Payables – related parties
|
437,968
|
334,753
|
||||||
Notes payable
|
25,000
|
--
|
||||||
Total current liabilities
|
5,063,395
|
2,277,794
|
||||||
Total liabilities
|
5,063,395
|
2,227,794
|
||||||
Commitments and contingencies
|
||||||||
Convertible preferred stock, $0.0001 par value; 20,000,000 shares authorized:
|
||||||||
Series A – 3,277,369 and 1,473,545 shares issued and outstanding, respectively
|
328
|
147
|
||||||
Series B – 520,000 and 500,000 shares issued and outstanding, respectively
|
52
|
50
|
||||||
Total preferred shares
|
380
|
197
|
||||||
Stockholders' deficit:
|
||||||||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 1,283,758 and 125,550 shares issued and outstanding, respectively, post reverse split
|
128
|
13
|
||||||
Additional paid-in capital
|
5,076,110
|
4,682,357
|
||||||
Accumulated deficit
|
(9,745,809
|
)
|
(6,586,401
|
)
|
||||
Total
|
(4,669,571
|
)
|
(1,904,031
|
)
|
||||
Non-controlling interest
|
(15,596
|
) |
4,833
|
|||||
Total stockholders' deficit
|
(4,684,787
|
)
|
(1,899,198
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
378,608
|
$
|
378,793
|
Defense Technologies International Corp. and Subsidiary
|
Consolidated Statements of Operations
|
Years Ended April 30,
|
||||||||
2018
|
2017
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
||||
Operating expenses:
|
||||||||
Consulting fees
|
457,011
|
551,508
|
||||||
General and administrative
|
129,202
|
778,314
|
||||||
Exploration costs
|
--
|
1,452
|
||||||
Total operating expenses
|
586,213
|
1,331,351
|
||||||
Loss from operations
|
(586,213
|
)
|
(1,331,151
|
)
|
||||
Other income (expense):
|
||||||||
Gain on share issuance
|
29,764
|
--
|
||||||
Loss on notes payable
|
(192,430
|
)
|
--
|
|||||
Interest expense
|
(209,822
|
)
|
(762,203
|
)
|
||||
Gain (loss) on derivative liabilities
|
(2,326,136
|
)
|
(412,372
|
)
|
||||
Gain on extinguishment of debt
|
105,000
|
420,203
|
||||||
Total other income (expense)
|
(2,593,624
|
)
|
(754,372
|
)
|
||||
Loss before income taxes
|
(3,179,837
|
)
|
(2,085,723
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
(3,179,837
|
)
|
(2,085,723
|
)
|
||||
Non-controlling interest in net loss of consolidated subsidiary
|
20,429
|
11,102
|
||||||
Net loss attributed to the Company
|
$
|
(3,159,408
|
)
|
$
|
(2,074,621
|
)
|
||
Net loss per common share – basic and diluted
|
$
|
(16.44
|
)
|
$
|
(76.65
|
)
|
||
Weighted average shares outstanding – basic and diluted
|
193,429
|
27,421
|
Defense Technologies International Corp. and Subsidiary
Consolidated Statements of Stockholders' Deficit
For the Years Ended April 30, 2018 and 2017
|
Preferred Shares
|
Common Stock
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-In Capital |
Accumulated
Deficit |
Non-Controlling
Interest |
Total
Stockholders'
Deficit
|
|||||||||||||||||||||||||
Balance, April 30, 2016
|
$ - |
14,166
|
$
|
2
|
$
|
1,450,091
|
$
|
(4,511,780
|
)
|
$
|
-
|
$
|
(3,061,687
|
)
|
||||||||||||||||||
Series A preferred stock issued in payment of related party debt
|
1,473,545
|
147
|
-
|
-
|
381,765
|
-
|
-
|
381,765
|
||||||||||||||||||||||||
Series B preferred issued
|
500,000
|
50
|
-
|
-
|
54,921
|
-
|
-
|
54,921
|
||||||||||||||||||||||||
Common stock issued for conversion of debt
|
105,472
|
10
|
1,666,108
|
-
|
-
|
1,666,118
|
||||||||||||||||||||||||||
Common stock issued for payables – related parties
|
374
|
-
|
56,100
|
-
|
-
|
56,100
|
||||||||||||||||||||||||||
Common stock issued for services
|
2,220
|
-
|
591,880
|
-
|
-
|
591,880
|
||||||||||||||||||||||||||
Common stock issued for accrued expenses
|
2,751
|
1
|
373,685
|
-
|
-
|
373,686
|
||||||||||||||||||||||||||
Common stock issued for debt discount
|
367
|
-
|
80,000
|
-
|
-
|
80,000
|
||||||||||||||||||||||||||
Stock options issued for services
|
-
|
-
|
9,056
|
9,056
|
||||||||||||||||||||||||||||
Warrant settlement liability
|
-
|
-
|
(50,000
|
)
|
-
|
-
|
(50,000
|
)
|
||||||||||||||||||||||||
Common stock issued for warrant settlement
|
200
|
-
|
--
|
-
|
-
|
-
|
||||||||||||||||||||||||||
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
|
1,973,545
|
$ |
197
|
125,550
|
$
|
13
|
$
|
4,682,357
|
$
|
(6,586,401
|
)
|
$
|
4,833
|
$
|
(1,899,198
|
)
|
Preferred
stock
|
Common Stock
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-In Capital |
Accumulated
Deficit |
Non-Controlling
Interest |
Total
Stockholders'
Deficit
|
|||||||||||||||||||||||||
Series A preferred stock issued in payment of debt-related party
|
1,309,380
|
131
|
-
|
-
|
130,807
|
-
|
-
|
130,807
|
||||||||||||||||||||||||
Series A preferred stock issued in payment of debt-related party
|
442,444
|
45
|
44,200
|
-
|
-
|
44,200
|
||||||||||||||||||||||||||
Common stock issued for conversion of Series A preferred
|
152,000
|
15
|
15,185
|
-
|
-
|
15,185
|
||||||||||||||||||||||||||
Series Apreferred stock issued for stock based compensation
|
(100,000
|
)
|
(10
|
)
|
1,000,000
|
100
|
(90
|
)
|
-
|
-
|
10
|
|||||||||||||||||||||
Series B preferred shares issued for consulting
|
20,000
|
2
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Common stock issued for conversion of debt
|
--
|
--
|
121,040
|
12
|
18,878
|
-
|
-
|
18,889
|
||||||||||||||||||||||||
Common stock issued for stock based compensation
|
--
|
--
|
47,500
|
4
|
62,994
|
-
|
-
|
62,999
|
||||||||||||||||||||||||
Common stock returned to the company for reissuance
|
--
|
--
|
(11,016
|
)
|
(1
|
)
|
1
|
-
|
-
|
--
|
||||||||||||||||||||||
Derivative gain on conversion of debt
|
--
|
--
|
-
|
-
|
121,778
|
-
|
-
|
121,778
|
||||||||||||||||||||||||
Rounding shares issued due to reverse
|
--
|
--
|
684
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(3,159,408
|
)
|
20,429
|
|
(3,179,837
|
)
|
|||||||||||||||||||||||
Balance, April 30, 2018
|
3,792,369
|
$ |
380
|
1,283,758
|
$
|
128
|
$
|
5,076,110
|
$
|
(9,745,809
|
)
|
$
|
(15,596
|
) |
$
|
(4,669,191
|
)
|
Defense Technologies International Corp. and Subsidiary
|
Consolidated Statements of Cash Flows
|
Years Ended April 30,
|
||||||||
2018
|
2017
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(3,179,837
|
)
|
$
|
(2,085,723
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Common stock issued for services
|
62,999
|
591,880
|
||||||
Non-controlling interest for services
|
--
|
6,100
|
||||||
Imputed interest on convertible notes payable
|
--
|
2,250
|
||||||
Gain on issuance | (29,764 | ) | -- | |||||
Shares issued for loan extension | 2 | -- | ||||||
Shares issued for contract extension | 2 | -- | ||||||
Amortization of debt discount to interest expense
|
68,831
|
671,431
|
||||||
Loan penalties added to debt principal
|
--
|
75,450
|
||||||
Loss on derivative liabilities
|
2,326,136
|
412,372
|
||||||
Gain (loss) on extinguishment of debt
|
(105,000
|
)
|
(420,203
|
)
|
||||
Loss on notes | 192,430 | -- | ||||||
Stock options issued for services
|
--
|
9.056
|
||||||
Change in operating assets and liabilities:
|
||||||||
(Increase) decrease in prepaid expenses
|
--
|
1,875
|
||||||
Increase in accounts payable
|
206,667
|
113,014
|
||||||
Increase in accrued interest and fees payable
|
--
|
48,357
|
||||||
Increase in accrued interest payable – related parties
|
--
|
5,809
|
||||||
Increase in payables – related parties
|
299,351
|
217,070
|
||||||
Net cash used in operating activities
|
(158,185
|
)
|
(351,262
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from convertible notes payable, net
|
133,000
|
593,277
|
||||||
Proceeds from notes payable
|
25,000
|
-- | ||||||
Debt issuance cost
|
--
|
(13,500
|
)
|
|||||
Payments on convertible notes payable
|
-- |
(228,345
|
)
|
|||||
Net cash provided by financing activities
|
158,000
|
351,432
|
||||||
Net increase (decrease) in cash
|
(185
|
)
|
170
|
|||||
Cash at beginning of the year
|
193
|
23
|
||||||
Cash at end of the year
|
$
|
8
|
$
|
193
|
||||
Non-Monetary Transactions
|
||||||||
Common stock issued for convertible debt
|
$
|
18,890
|
$
|
176,349
|
||||
Common stock issued for accrued expenses
|
$
|
--
|
$
|
377,636
|
||||
Common stock issued for debt issuance costs
|
$
|
--
|
$
|
80,000
|
||||
Common stock issued for settlement of warrants
|
$
|
- -
|
$
|
30
|
||||
Common stock issued for accrued expenses – related party
|
$
|
--
|
$
|
56,100
|
||||
Preferred shares issued for convertible debt
|
$
|
190,383
|
$
|
--
|
||||
Preferred stock issued for accounts payable and accrued expenses – related party
|
$
|
436,860
|
||||||
Common stock returned to treasury
|
$
|
1,179
|
$
|
--
|
||||
Derivative liability on debt conversion
|
$
|
121, 779
|
$
|
--
|
2018
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Derivative liabilities
|
$
|
3,248,160
|
$
|
-
|
$
|
-
|
$
|
3,248,160
|
||||||||
Convertible notes payable , net
|
816,526
|
816,526
|
-
|
-
|
||||||||||||
Total liabilities measured at fair value
|
$
|
4,064,686
|
$
|
816,526
|
$
|
-
|
$
|
3,248,160
|
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
|
2018
|
2017
|
|||||||
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
|
||||
Note payable to related party, interest at 6%, convertible into common stock of the Company at $0.10 per share
|
--
|
32,050
|
||||||
$
|
--
|
$
|
57,050
|
2018
|
2017
|
|||||||
Note payable to related party, with interest at 6% per annum, due September 15, 2013
|
--
|
$
|
24,656
|
|||||
Note payable to related party, with interest at 6% per annum, due March 8, 2014
|
--
|
7,500
|
||||||
Note payable to related party, with interest at 6% per annum, due December 5, 2013
|
--
|
2,270
|
||||||
$
|
--
|
$
|
34,426
|
April 30,
2018 |
April 30,
2017
|
|||||||
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
|
91,150
|
||||||
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
|
233,825
|
183,825
|
||||||
Note payable, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share
|
53,650
|
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
|
10,000
|
||||||
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
|
15,000
|
15,000
|
||||||
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
|
34,337
|
34,337
|
||||||
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
|
50,000
|
50,000
|
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
|
|||
Issuance of convertible notes
|
200,379
|
|||
Loss on derivative liability
|
2,326,136
|
|||
Conversion of debt to shares of common stock and repayment of debt
|
(140,393
|
)
|
||
Balance at April 30, 2018
|
$
|
3,248,160
|
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, 2016
|
712
|
$
|
1.559
|
|||||||||||||
Granted
|
200
|
$
|
0.583
|
2.26
|
||||||||||||
Exercised
|
(46
|
)
|
$
|
-
|
||||||||||||
Forfeited or expired
|
-
|
$
|
-
|
|||||||||||||
Outstanding and exercisable at April 30, 2017
|
866
|
$
|
1.385
|
1.07
|
$
|
-
|
||||||||||
Granted
|
0
|
$ | ||||||||||||||
Exercised
|
0
|
$ | ||||||||||||||
Forfeited or expired
|
(33
|
)
|
$ | |||||||||||||
Outstanding and exercisable at April 30, 2018
|
833
|
$
|
1.50
|
.06
|
$
|
83
|
2018
|
2017
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss
|
$
|
1,314,776
|
$
|
1,485,300
|
||||
Less: Valuation allowance
|
(1,314,776
|
)
|
(1,485,300
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
a)
|
Administration Agreement with EMAC Handel's AG, renewed effective May 1, 2014 for a period of three years. 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 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 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 2,000 common shares of PSSI and a 12% royalty calculated on defines sales revenues payable within 10 days after the monthly sales. On January 12, 2017 the agreement was cancelled with RAB and assigned to EMAC Handel.
|
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.
|
● |
Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter.
|
● |
All payment will be in US dollars or stock of the Company and or its subsidiary. The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive.
|
● |
Invoices for parts and materials will be billed separate of the license fees noted above.
|
1 Year Defense Technologies (PK) Chart |
1 Month Defense Technologies (PK) Chart |
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