[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada
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Not Applicable
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(State or jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
|
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
|
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(Do not check if a smaller reporting company)
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PART I — FINANCIAL INFORMATION
|
Page
|
|
Item 1.
|
Financial Statements:
|
|
Condensed Consolidated Balance Sheets
|
3
|
|
Condensed Consolidated Statements of Operations
|
4
|
|
Condensed Consolidated Statements of Cash Flows
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5
|
|
Notes to Condensed Consolidated Financial Statements
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6
|
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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20
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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25
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Item 4.
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Controls and Procedures
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25
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PART II — OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
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26
|
Item 1A.
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Risk Factors
|
26
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
|
26
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Item 3.
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Defaults upon Senior Securities
|
26
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Item 4.
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Mine Safety Disclosure
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26
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Item 5.
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Other Information
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26
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Item 6.
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Exhibits
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27
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Signatures
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28
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Defense Technologies International Corp.
(Formerly Canyon Gold Corp.)
|
Condensed Consolidated Balance Sheets
|
July 31,
2016 |
April 30,
2016 |
|||||||
ASSETS
|
(Unaudited)
|
|||||||
Current assets:
|
||||||||
Cash
|
$
|
13,362
|
$
|
23
|
||||
Inventories
|
5,355
|
-
|
||||||
Prepaid expenses
|
7,875
|
18,169
|
||||||
Total current assets
|
26,592
|
18,192
|
||||||
Property and equipment – construction in progress
|
11,819
|
-
|
||||||
Intangible assets
|
1,437,345
|
-
|
||||||
Total assets
|
$
|
1,475,756
|
$
|
18,192
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
216,210
|
$
|
150,362
|
||||
Accrued interest and fees payable
|
365,593
|
63,979
|
||||||
Accrued interest payable – related parties
|
19,521
|
17,846
|
||||||
Convertible notes payable, net of discount
|
1,465,571
|
63,486
|
||||||
Convertible notes payable – related parties
|
57,050
|
57,050
|
||||||
Notes payable – related parties
|
79,656
|
79,656
|
||||||
Derivative liabilities
|
228,825
|
2,081,931
|
||||||
Payables – related parties
|
635,855
|
565,459
|
||||||
Total current liabilities
|
3,068,281
|
3,079,769
|
||||||
Total liabilities
|
3,068,281
|
3,079,769
|
||||||
Commitments and Contingencies | ||||||||
Stockholders' deficit:
|
||||||||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 1,100,000 shares issued and outstanding, respectively
|
110
|
110
|
||||||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 24,496,056 and 21,249,676 shares issued and outstanding, respectively
|
2,450
|
2,125
|
||||||
Additional paid-in capital
|
2,117,489
|
1,447,968
|
||||||
Accumulated deficit
|
(3,712,574
|
)
|
(4,511,780
|
)
|
||||
Total stockholders' deficit
|
(1,592,525
|
)
|
(3,061,577
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
1,475,756
|
$
|
18,192
|
Defense Technologies International Corp.
(Formerly Canyon Gold Corp.)
|
Condensed Consolidated Statements of Operations
|
(Unaudited)
|
Three Months Ended
July 31, |
||||||||
2016
|
2015
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
||||
Expenses:
|
||||||||
General and administrative
|
513,682
|
71,471
|
||||||
Research and development
|
3,277
|
-
|
||||||
Exploration costs
|
-
|
1,650
|
||||||
Total expenses
|
516,959
|
73,121
|
||||||
Loss from operations
|
(516,959
|
)
|
(73,121
|
)
|
||||
Other income (expense):
|
||||||||
Interest expense
|
(303,297
|
)
|
(28,414
|
)
|
||||
Gain (loss) on derivative liability
|
1,498,059
|
(74,374
|
)
|
|||||
Gain on extinguishment of debt
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121,403
|
62,747
|
||||||
Total other income (expense)
|
1,316,165
|
(40,041
|
)
|
|||||
Income (loss) before income taxes
|
799,206
|
(113,162
|
)
|
|||||
Provision for income taxes
|
-
|
-
|
||||||
Net income (loss)
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$
|
799,206
|
$
|
(113,162
|
)
|
|||
Net income (loss) per common share:
|
||||||||
Basic
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$
|
0.03
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$
|
(0.01
|
)
|
|||
Diluted
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$
|
0.03
|
$
|
(0.01
|
)
|
|||
Weighted average common shares outstanding:
|
||||||||
Basic
|
23,097,363
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20,927,209
|
||||||
Diluted
|
32,267,573
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20,927,209
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Defense Technologies International Corp.
(Formerly Canyon Gold Corp.)
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Condensed Consolidated Statements of Cash Flows
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(Unaudited)
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Three Months Ended
July 31, |
||||||||
2016
|
2015
|
|||||||
Net income (loss)
|
$
|
799,206
|
$
|
(113,162
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Common shares issued for services
|
303,800
|
-
|
||||||
Imputed interest on convertible notes payable
|
563
|
562
|
||||||
Amortization of debt discount to interest expense
|
285,994
|
12,829
|
||||||
Debt extension penalty added to note principal
|
5,000
|
-
|
||||||
(Gain) loss on derivative liability
|
(1,498,059
|
)
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74,374
|
|||||
(Gain) on extinguishment of debt
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(121,403
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)
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(62,747
|
)
|
||||
Change in operating assets and liabilities:
|
||||||||
Increase in inventories
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(4,955
|
)
|
-
|
|||||
Increase in prepaid expenses
|
(6,000
|
)
|
(2,819
|
)
|
||||
Increase in accounts payable
|
64,403
|
38,582
|
||||||
Increase (decrease) in accrued interest and fees payable
|
(17,578
|
)
|
1,014
|
|||||
Increase in accrued interest payable – related parties
|
1,675
|
1,676
|
||||||
Increase in payables – related parties
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13,385
|
63,799
|
||||||
Net cash provided by (used in) operating activities
|
(173,969
|
)
|
14,108
|
|||||
Cash flows from investing activities:
|
||||||||
Cash acquired in acquisition
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18,409
|
-
|
||||||
Purchase of property and equipment
|
(356
|
)
|
-
|
|||||
Net cash provided by investing activities
|
18,053
|
-
|
||||||
Cash flows from financing activities:
|
||||||||
Proceeds from convertible notes payable
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253,650
|
-
|
||||||
Repayment of convertible notes payable
|
(76,895
|
)
|
(14,286
|
)
|
||||
Payment of debt issuance costs
|
(7,500
|
)
|
-
|
|||||
Net cash provided by (used in) financing activities
|
169,255
|
(14,286
|
)
|
|||||
Net increase (decrease) in cash
|
13,339
|
(178
|
)
|
|||||
Cash at beginning of period
|
23
|
183
|
||||||
Cash at end of period
|
$
|
13,362
|
$
|
5
|
Three Months Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
Weighted average number of shares outstanding - basic
|
23,097,363
|
20,927,209
|
||||||
Dilutive effect of convertible debt
|
9,170,210
|
-
|
||||||
Weighted average number of shares outstanding - diluted
|
32,267,573
|
20,927,209
|
Notes payable
|
$
|
1,068,000
|
||
Accrued interest payable
|
341,161
|
|||
Accounts payable
|
1,445
|
|||
Payables – related parties
|
57,011
|
|||
Total
|
$
|
1,467,617
|
Cash
|
$
|
18,409
|
||
Inventories
|
400
|
|||
Property and equipment – construction in progress
|
11,463
|
|||
Research and development intangible assets
|
1,437,345
|
|||
Total
|
$
|
1,467,617
|
July 31,
2016 |
April 30,
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
|
July 31,
2016 |
April 30,
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
|
47,500
|
47,500
|
||||||
$
|
79,656
|
$
|
79,656
|
July 31,
2016 |
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 12% per annum, convertible into common stock of the Company at defined conversion price
|
41,000
|
41,000
|
||||||
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 10% per annum, convertible into common stock of the Company at a defined conversion price
|
25,000
|
-
|
||||||
Note payable to institutional investor, with interest at 8% per annum, convertible into common stock of the Company at a fixed conversion price of $0.25 per share
|
189,000
|
-
|
||||||
Notes payable to individuals assumed in the DTC acquisition (Note 3) with interest imputed at 8%, to be converted into 4,000,000 shares of the Company's common stock
|
1,068,000
|
-
|
||||||
Note payable to institutional investor repaid in July 2016
|
-
|
55,500
|
||||||
Note payable to institutional investor repaid in July 2016
|
-
|
39,000
|
||||||
Total
|
1,539,300
|
348,150
|
||||||
Less discount
|
(73,729
|
)
|
(284,664
|
)
|
||||
$
|
1,465,571
|
$
|
63,486
|
Balance at April 30, 2016
|
$
|
2,081,931
|
||
Issuance of new debt
|
22,500
|
|||
Gain on derivative liability
|
(1,498,059
|
)
|
||
Conversion of debt to shares of common stock and repayment of debt
|
(377,547
|
)
|
||
Balance at July 31, 2016
|
$
|
228,825
|
Risk-free interest rate
|
0.38
|
%
|
||
Expected life in years
|
0.36 - 0.52
|
|||
Dividend yield
|
0
|
%
|
||
Expected volatility
|
115.03% - 150.87
|
%
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Derivative liabilities
|
$
|
228,825
|
$
|
-
|
$
|
-
|
$
|
228,825
|
||||||||
Convertible notes payable, net
|
1,465,571
|
-
|
-
|
1,465,571
|
||||||||||||
Total liabilities measured at fair value
|
$
|
1,694,396
|
$
|
-
|
$
|
-
|
$
|
1,694,396
|
Risk free interest rate
|
.68
|
%
|
||
Expected life in years
|
2.0
|
|||
Dividend yield
|
0
|
%
|
||
Expected volatility
|
137.99
|
%
|
Shares |
Weighted Average Exercise Price |
Weighted Average
Remaining Contract Term (Years) |
Aggregate Intrinsic Value |
||||||||
Outstanding at April 30, 2016
|
1,068,333
|
$
|
1.559
|
||||||||
Granted
|
250,000
|
$
|
0.600
|
||||||||
Exercised
|
-
|
$
|
-
|
||||||||
Forfeited or expired
|
-
|
$
|
-
|
||||||||
Outstanding and exercisable at July 31, 2016
|
1,318,333
|
$
|
1.377
|
2.00
|
$ |
-
|
(a) | Litigation |
(b) | Indemnities and Guarantees |
(c) | Commitments |
a)
|
Administration Agreement with EMAC Handels 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 350,000 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 250,000 restricted common shares of the Company. The fees may be paid in cash and or with common stock.
|
d)
|
In order to maintain the Company's claims and/or leases, the Company must make annual payments to the Bureau of Land Management ("BLM") and the State of Nevada, due in September of each year. Payment to the BLM is currently $195 per claim and the State of Nevada is currently $40 per claim, for a total annual commitment of $7,050.
|
·
|
250,000 shares to Charles C. Hooper, Director, for services valued at $87,500 pursuant to a Service Agreement.
|
·
|
400,000 shares to a lender in payment of fees valued at $56,000.
|
·
|
300,000 shares to a lender valued at $38,400 for settlement of warrant agreement.
|
·
|
600,000 shares to a consultant in payment of fees valued at $90,600.
|
·
|
150,000 shares to a lender in payment of fees valued at $24,000.
|
Exhibit No.
|
Description of Exhibit
|
31.1
|
Section 302 Certification of Chief Executive Officer and Chief Financial Officer
|
32.1
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
|
101 INS*
|
XBRL Instance Document
|
101SCH*
|
XBRL Taxonomy Extension Schema
|
101 CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
101 DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
101 LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
101 PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
DEFENSE TECHNOLOGIES INTERNATIONAL CORP.
|
|
Date: September 14, 2016
|
By: /S/ Merrill W. Moses
|
Merrill W. Moses
|
|
Chief Executive Officer
|
|
Acting Chief Financial Officer
|
I, Merrill W. Moses, certify that:
|
||
1.
|
I have reviewed this quarterly report on Form 10-Q of DEFENSE TECHNOLGIES INTERNATIONAL CORP.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Jul. 31, 2016 |
Sep. 14, 2016 |
|
Document and Entity Information: | ||
Entity Registrant Name | DEFENSE TECHNOLOGIES INTERNATIONAL CORP. | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2016 | |
Trading Symbol | cgcc | |
Amendment Flag | false | |
Entity Central Index Key | 0001533357 | |
Current Fiscal Year End Date | --04-30 | |
Entity Common Stock, Shares Outstanding | 26,196,056 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State Country Name | Delaware | |
Entity Incorporation, Date of Incorporation | May 27, 1998 |
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares |
Jul. 31, 2016 |
Apr. 30, 2016 |
---|---|---|
CONSOLIDATED BALANCE SHEETS PARENTHETICAL | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 1,100,000 | 1,100,000 |
Preferred stock shares outstanding | 1,100,000 | 1,100,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 24,496,056 | 21,249,676 |
Common stock shares outstanding | 24,496,056 | 21,249,676 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | |
---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | ||
Expenses: | ||
General and administrative | 513,682 | 71,471 |
Research and development | 3,277 | |
Exploration costs | 1,650 | |
Total expenses | 516,959 | 73,121 |
Loss from operations | (516,959) | (73,121) |
Other income (expense): | ||
Interest expense | (303,297) | (28,414) |
Gain (loss) on derivative liability | 1,498,059 | (74,374) |
Gain on extinguishment of debt | 121,403 | 62,747 |
Total other income (expense) | 1,316,165 | (40,041) |
Income (loss) before income taxes | 799,206 | (113,162) |
Provision for income taxes | ||
Net income (loss) | $ 799,206 | $ (113,162) |
Net income (loss) per common share: | ||
Net income (loss) per common share: Basic | $ 0.03 | $ (0.01) |
Net income (loss) per common share: Diluted | $ 0.03 | $ (0.01) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding: Basic | 23,097,363 | 20,927,209 |
Weighted average common shares outstanding: Diluted | 32,267,573 | 20,927,209 |
1. Nature of Operations and Continuation of Business |
3 Months Ended |
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Jul. 31, 2016 | |
Notes | |
1. Nature of Operations and Continuation of Business | 1. Nature of Operations and Continuation of Business
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.
Effective July 15, 2016, the Company completed the acquisition of 100% of the member's equity of Defense Technology Corporation, a privately held Colorado limited liability company ("DTC"). DTC is a developer of defense detection and protection products intended to improve security for military personnel, schools and other public facilities. See Note 3.
On July 20, 2011, the Company acquired 100% of the issued shares of Long Canyon Gold Resources Corp. ("Long Canyon"), a private British Columbia, Canada Corporation, incorporated on June 19, 2008, in a share for share exchange accounted for as a reverse acquisition and recapitalization. As a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of Long Canyon (the accounting acquirer) from the effective date of the acquisition. Long Canyon has held leases for 30 BLM mineral lease claims, situated in the west section of the new Long Canyon Gold Trend area of east central Nevada and intends to conduct exploration activities on the properties as funding permits.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. Through July 31, 2016, the Company has no revenues, has accumulated losses of $3,712,574 and a working capital deficit of $3,041,689 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2017 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). 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. There is no assurance that funding will be available to continue the Companys business operations. |
2. Basis of Presentation and Summary of Significant Accounting Policies |
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2. Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Companys 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 Companys audited financial statements and notes thereto for the year ended April 30, 2016 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 Companys consolidated financial position as of July 31, 2016, the consolidated results of its operations and its consolidated cash flows for the three months ended July 31, 2016 and 2015. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.
Consolidation
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, DTC (from acquisition date forward) and Long Canyon. All inter-company transactions and balances have been eliminated.
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.
Inventories
Inventories consist of materials for use in the manufacture of DTCs products and are stated at cost, using the first in, first out (FIFO) method.
Property and Equipment
Property and equipment consist of the costs of construction in progress of DTCs manufacturing facilities. These costs will be depreciated over their estimated useful life once manufacturing activities begin.
Intangible Assets
In accordance with Accounting Standards Codification (ASC) 350, Intangibles Goodwill and Other, the Company has capitalized intangible assets acquired in the DTC acquisition (Note 3) that are used in research and development activities. Such intangible assets are considered indefinite lived until completion or abandonment of the associated research and development efforts. During the period that the assets are considered indefinite lived, they are not amortized but tested for impairment. Once the research and development efforts are completed or abandoned, the Company will determine the useful life of the assets and amortize the assets over such useful life. Research and development expenses incurred subsequent to the acquisition date are expensed.
Net Income (Loss) per Common Share
Basic net income or loss per common share is calculated by dividing the Companys 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 Companys net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. As of July 31, 2016, the Company had 8,479,283 potential shares issuable under outstanding options, warrants and convertible debt.
The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows:
Reclassifications
Certain amounts in the 2015 condensed consolidated financial statements have been reclassified to conform with the current year presentation. |
3. Defense Technology Corporation Acquisition |
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Notes | |||||||||||||||||||||||||
3. Defense Technology Corporation Acquisition | 3. Defense Technology Corporation Acquisition
On October 5, 2015, the Company entered into an agreement to acquire 100% of Defense Technology Corporation, a privately held Colorado limited liability company with principal offices in New Port Richey, Florida (previously defined as "DTC"). DTC is the developer of defense, detection and protection products to improve security for military personnel and schools and other public facilities.
In consideration for the acquisition, the Company will issue 4,000,000 shares of its common stock to the sole shareholder of DTC and certain of its note holders. The shares had not been issued as of the filing of this report and will be restricted from trading for a period of one year and will be released on a quarterly basis. Additionally, DTC will be able to earn additional Company preferred shares, Series "B" Convertible ("Series "B" Shares"), upon attaining certain milestone gross sales. The closing of the acquisition was extended to and completed on July 15, 2016. Following completion of the acquisition, DTC became a wholly owned subsidiary of the Company. The Company will use its reasonable best efforts to effectuate a spin-off of its present subsidiary, Long Canyon Gold Resources Corp., on terms to be determined.
The aggregate consideration for the acquisition is comprised of the following DTC liabilities assumed by the Company:
The purchase price has been allocated as follows:
As of the date of filing of this report, not all financial information, including pro forma financial information was available for the acquisition. Therefore, the above financial disclosure is based on preliminary assumptions and is subject to adjustment.
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4. Mineral Claims |
3 Months Ended |
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Jul. 31, 2016 | |
Notes | |
4. Mineral Claims | 4. Mineral Claims
On March 12, 2011, the Companys wholly owned subsidiary, Long Canyon, acquired a 100% interest in 30 mineral claims located in the State of Nevada. Subsequent to July 31, 2016, Long Canyon renewed the leases. The claims had previously lapsed due to late payment of the annual lease obligations. Each of the 30 claims in Section 35 is a Federal BLM unpatented lode claim, 20 acres in size and includes placer rights.
The Company is committed to pay a 3% Net Smelter Royalty on all the claims acquired by Long Canyon. |
5. Related Party Transactions and Balances |
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5. Related Party Transactions and Balances | 5. Related Party Transactions and Balances
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, 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, 2015, 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 Companys consolidated financial statements as a necessary part of funding the Companys operations.
As of July 31, 2016 and April 30, 2016, the Company had payable balances due to related parties totaling $635,855 and $565,459, respectively, which resulted from transactions with these related parties and other significant shareholders.
Convertible notes payable related parties consisted of the following at:
Convertible notes payable related parties issued prior to the fiscal year ended April 30, 2014 were convertible 30 days from the first day the Companys common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of July 31, 2016, the convertible note payable related party of $25,000 had not been converted and therefore is in default.
Notes payable related parties are currently in default and consisted of the following at:
Accrued interest payable related parties was $19,521 and $17,846 at July 31, 2016 and April 30, 2016, respectively.
In May 2016, the Company issued 350,000 of its common shares, valued at $105,000, to its Chief Executive Officer pursuant to his Service Agreement. |
6. Convertible Notes Payable |
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6. Convertible Notes Payable | 6. Convertible Notes Payable
Convertible notes payable consisted of the following at:
On April 30, 2016, the convertible notes payable with principal balances of $11,000, $9,000, $141,150, $14,500 and $20,000 were amended to establish a conversion price of $0.05 per share, interest at 6% retroactive to the original issuance date of the notes, and a conversion date of 90 days from demand of the lender. The amendments were determined to be extinguishments of the prior debt and the issuance of new debt in accordance with ASC 470-50, Debt Modifications and Extinguishments, resulting in a loss on extinguishment of debt totaling $33,237. In addition, the Company recorded a debt discount and a beneficial conversion feature totaling $195,650 at the inception of the new debt.
On March 10, 2016, the Company entered into a convertible promissory note for $17,000, which bears interest at an annual rate of 6% and is convertible into shares of the Companys 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.
On February 4, 2016, the Company entered into a convertible promissory note with an institutional investor for $41,000, which matures on February 4, 2017. The Company may repay the note at any time on or before the date that is 120 days after the date of the note. If the Company does not repay the note during the first 120 days, a one-time interest charge of 12% will be charged. After the first 120 days, the note may be prepaid by the Company with the prior written consent of the investor at 125% of the principal owed. The investor has the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of the common stock of the Company at a price per share equal to 60% (representing a discount rate of 40%) of the lowest bid price of the Company's common stock during the 60 consecutive trading days immediately preceding the date of the conversion notice. At the inception of the convertible note to institutional investor, the Company paid debt issuance costs of $2,500, and recorded a debt discount of $41,000, including an original issue discount of $3,500, a derivative liability of $78,034 related to the conversion feature, and a loss on derivative liability of $40,534. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the convertible note.
On July 31, 2016, the Company entered into a convertible promissory note for $53,650, which has no defined maturity date. The note bears interest at an annual rate of 6% and is payable only on conversion into shares of the Companys common stock at $0.10 per share.
On June 8, 2016, the Company entered into a convertible promissory note with an institutional investor for $25,000, which bears interest at an annual rate of 10% and matures on December 9, 2016. The note holder has the right, after a period of 180 days of the note, to convert the note and accrued interest into shares of the common stock of the Company at a discounted price per share equal to 50% to 65% of the market price of the Companys common stock, depending upon the stocks liquidity as determined by the note holders broker. At the inception of the convertible note, the Company paid debt issuance costs of $2,500, recorded a debt discount of $22,500, and recorded a derivative liability of $51,553 related to the conversion feature, and a loss on derivative liability of $29,053. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the convertible note.
On July 18, 2016, the Company entered into a Senior Secured Convertible Promissory Note with an institutional investor for $189,000, with net proceeds to the Company of $175,000. The note bears interest at an annual rate of 8%, matures on January 17, 2017 and is convertible into common shares of the Company after six months at a fixed conversion price of $0.25 per share. In the event of default, the conversion price changes to a variable price based on a defined discount to the market price of the Companys common stock. The net proceeds were used to retire two outstanding convertible promissory notes and to provide working capital.
During the three months ended July 31, 2016, the Company issued a total of 1,829,880 shares of its common stock in the conversion of $72,605 convertible notes principal and $11,644 accrued interest payable.
During the three months ended July 31, 2016, we had the following activity in our derivative liabilities account:
The estimated fair value of the derivative liabilities at July 31, 2016 was calculated using the Black-Scholes pricing model with the following assumptions:
Accrued interest and fees payable was $365,593 and $63,979 at July 31, 2016 and April 30, 2016, respectively. |
7. Financial Instruments |
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7. Financial Instruments | 7. Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization with the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
As of July 31, 2016, 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. In addition, the fair value of certain of the Companys convertible notes was not determinable at the time of issuance since there was no current market value for the Companys common stock. Accordingly, no beneficial conversion feature or derivative liabilities were determinable or have been recognized related to these convertible notes payable.
The convertible notes payable and related derivative liabilities are measured at fair value on a recurring basis and estimated as follows at July 31, 2016:
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8. Stockholders' Deficit |
3 Months Ended |
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Jul. 31, 2016 | |
Notes | |
8. Stockholders' Deficit | 8. Stockholders Deficit
The Company has 200,000,000 shares of $0.0001 par value common stock authorized.
During the three months ended July 31, 2016, the Company issued a total of 3,246,380 shares of its common stock: 1,400,000 shares for services valued at $303,800; 16,500 shares in payment of accrued fees payable of $10,325, recognizing a gain on extinguishment of debt of $4,550; and a total of 1,829,880 shares in the conversion of debt principal of $72,605 and accrued interest payable of $11,644.
All issuances of the Companys common stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readily determinable. The majority of the non-cash consideration received pertaining to services rendered by consultants and others has been valued at the market value of the shares issued.
Preferred Stock
The Company has 20,000,000 shares of $0.0001 par value preferred stock authorized.
The 600,000 shares of Series A convertible preferred stock are convertible into ten common voting shares and carry voting rights on the basis of 100 votes per share with rights and preferences being decided by the Board of Directors of the Company.
The 500,000 shares of Series B convertible preferred stock are convertible into ten common voting shares and carry no voting rights. |
9. Stock Options and Warrants |
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9. Stock Options and Warrants | 9. Stock Options and Warrants
During the year ended April 30, 2016, the Company issued options to a consultant to purchase a total of 1,000,000 shares of the Companys common stock and warrants to a lender to purchase 68,333 shares of the Companys common stock.
During the three months ended July 31, 2016, the Company issued warrants to a lender to purchase 250,000 shares of the Companys common stock at an exercise price of $0.60 per share. The warrants vested upon grant and expire on July 17, 2018. The Company estimated the grant date fair value of the warrants at $14,365 using the Black-Scholes option-pricing model and charged the amount to debt discount.
The following assumptions were used in estimating the value of the warrants:
A summary of the Companys stock options and warrants as of July 31, 2016, and changes during the three months then ended is as follows:
The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $0.1750 as of July 31, 2016, which would have been received by the holders of in-the-money options had the option holders exercised their options as of that date. |
10. Contingencies and Commitments |
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10. Contingencies and Commitments | 10. Contingencies and Commitments
(a) Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
(b) Indemnities and Guarantees
During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company's officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.
(c) Commitments
The Company has the following material commitments as of July 31, 2016:
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11. Recent Accounting Pronouncements |
3 Months Ended |
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Jul. 31, 2016 | |
Notes | |
11. Recent Accounting Pronouncements | 11. Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)". The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.
In March 2016, the FASB issued ASU No. 2016-09, "Stock Compensation (Topic 718)", which is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax impacts, the classification on the statement of cash flows, and forfeitures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.
In April 2015, the FASB issued ASU No. 2015-03, "Interest Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs." To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public companies, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The Company adopted the new guidance effective May 1, 2016. The Companys prior period consolidated financial statements were not impacted by the adoption of this Update.
Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. |
12. Supplemental Statement of Cash Flows Information |
3 Months Ended |
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Jul. 31, 2016 | |
Notes | |
12. Supplemental Statement of Cash Flows Information | 12. Supplemental Statement of Cash Flows Information
During the three months ended July 31, 2016 and 2015, the Company paid $85,057 and $10,714 for interest.
During the three months ended July 31, 2016 and 2015, the Company paid no amounts for income taxes.
During the three months ended July 31, 2016, the Company had the following non-cash investing and financing activities:
In the DTC acquisition, increased inventories by $400, increased property and equipment by $11,463, increased intangible assets by $1,437,345, increased accounts payable by $1,445, increased accrued interest and fees payable by $341,161, increased convertible notes payable by $1,068,000 and increased payables related parties by $57,011.
In debt conversions, increased common stock by $183, increased additional paid-in capital by $304,923, decreased convertible notes payable by $72,605, decreased accrued interest and fees payable by $11,644, decreased debt discount by $39,837 and decreased derivative liabilities by $41,880.
Increased debt discount and additional paid-in capital by $40,237 for beneficial conversion feature of new convertible notes payable.
Increased debt discount and decreased prepaid expenses by $16,294.
Increased debt discount and derivative liability by $22,500.
Increased common stock by $2 and additional paid-in capital by $5,773 and decreased accrued interest and fees payable by $10,325.
Increased debt discount and additional paid-in capital by $14,365 for the issuance of warrants.
During the three months ended July 31, 2015, the Company had the following non-cash investing and financing activities:
Increased common stock by $18, increased additional paid-in capital by $33,969, decreased convertible notes payable by $10,014, decreased debt discount by $2,594 and decreased derivative liability by $24,051.
Decreased debt discount by $6,680 and derivative liability by $71,943. |
13. Subsequent Events |
3 Months Ended |
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Jul. 31, 2016 | |
Notes | |
13. Subsequent Events | 13. Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events to determine events occurring after January 31, 2016 that would have a material impact on the Companys financial results or require disclosure.
Issuances of Common Shares
Subsequent to July 31, 2016, the Company issued the following shares of its common stock:
Mineral Claims
Subsequent to July 31, 2016, the Long Canyon reregistered and restaked the 30 mineral claims in Nevada and has 90 days from registration to pay the assessment fees for the period ended September 2017.
Warrant Settlement Agreement
On August 9, 2016, the Company entered into a Warrant Settlement Agreement with a lender to eliminate the lenders warrant to purchase 68,333 shares of common stock of the Company previously issued in connection with a convertible promissory note. The Company is required to pay a total of $50,000 cash and issue 300,000 shares of its common stock. The Company paid $10,000 and issued the shares in August 2016
Amendment to Security Purchase Agreement
On August 1, 2016, the Company entered into an Amendment to Security Purchase Agreement whereby the lender that loaned the Company $189,000 pursuant to a Senior Secured Convertible Promissory Note agreed to loan the Company an additional $10,000.
Security Purchase Agreement
On August 3, 2016, the Company entered into a Securities Purchase Agreement with an institutional lender for the issuance of an 8% convertible note in the aggregate principal amount of $37,000. The Company issued 150,000 shares of its common stock to the lender as a loan commitment fee. |
1. Nature of Operations and Continuation of Business: Going Concern (Policies) |
3 Months Ended |
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Jul. 31, 2016 | |
Policies | |
Going Concern | Going Concern
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. Through July 31, 2016, the Company has no revenues, has accumulated losses of $3,712,574 and a working capital deficit of $3,041,689 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2017 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). 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. There is no assurance that funding will be available to continue the Companys business operations. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Consolidation (Policies) |
3 Months Ended |
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Jul. 31, 2016 | |
Policies | |
Consolidation | Consolidation
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, DTC (from acquisition date forward) and Long Canyon. All inter-company transactions and balances have been eliminated. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Use of Estimates (Policies) |
3 Months Ended |
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Jul. 31, 2016 | |
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. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Inventories (Policies) |
3 Months Ended |
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Jul. 31, 2016 | |
Policies | |
Inventories | Inventories
Inventories consist of materials for use in the manufacture of DTCs products and are stated at cost, using the first in, first out (FIFO) method. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Property and Equipment (Policies) |
3 Months Ended |
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Jul. 31, 2016 | |
Policies | |
Property and Equipment | Property and Equipment
Property and equipment consist of the costs of construction in progress of DTCs manufacturing facilities. These costs will be depreciated over their estimated useful life once manufacturing activities begin. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Intangible Assets (Policies) |
3 Months Ended |
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Jul. 31, 2016 | |
Policies | |
Intangible Assets | Intangible Assets
In accordance with Accounting Standards Codification (ASC) 350, Intangibles Goodwill and Other, the Company has capitalized intangible assets acquired in the DTC acquisition (Note 3) that are used in research and development activities. Such intangible assets are considered indefinite lived until completion or abandonment of the associated research and development efforts. During the period that the assets are considered indefinite lived, they are not amortized but tested for impairment. Once the research and development efforts are completed or abandoned, the Company will determine the useful life of the assets and amortize the assets over such useful life. Research and development expenses incurred subsequent to the acquisition date are expensed. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Net Income (Loss) Per Common Share (Policies) |
3 Months Ended | |||||||||||||||||||||
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Jul. 31, 2016 | ||||||||||||||||||||||
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 Companys 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 Companys net income or loss by sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon exercise of outstanding stock options and warrants, using the treasury stock method and the average market price per share during the period, and conversion of convertible debt, using the if converted method. As of July 31, 2016, the Company had 8,479,283 potential shares issuable under outstanding options, warrants and convertible debt.
The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows:
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2. Basis of Presentation and Summary of Significant Accounting Policies: Reclassifications (Policies) |
3 Months Ended |
---|---|
Jul. 31, 2016 | |
Policies | |
Reclassifications | Reclassifications
Certain amounts in the 2015 condensed consolidated financial statements have been reclassified to conform with the current year presentation. |
11. Recent Accounting Pronouncements: Recent Accounting Pronouncements (Policies) |
3 Months Ended |
---|---|
Jul. 31, 2016 | |
Policies | |
Recent Accounting Pronouncements | In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)". The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.
In March 2016, the FASB issued ASU No. 2016-09, "Stock Compensation (Topic 718)", which is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax impacts, the classification on the statement of cash flows, and forfeitures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.
In April 2015, the FASB issued ASU No. 2015-03, "Interest Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs." To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public companies, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The Company adopted the new guidance effective May 1, 2016. The Companys prior period consolidated financial statements were not impacted by the adoption of this Update.
Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. |
2. Basis of Presentation and Summary of Significant Accounting Policies: Net Income (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) |
3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | ||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted |
|
3. Defense Technology Corporation Acquisition: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Tables) |
3 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The purchase price has been allocated as follows:
|
5. Related Party Transactions and Balances: Schedule of Convertible Notes Payable Related Parties (Tables) |
3 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | ||||||||||||||||
Tables/Schedules | ||||||||||||||||
Schedule of Convertible Notes Payable Related Parties |
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5. Related Party Transactions and Balances: Schedule of Notes Payable Related Parties (Tables) |
3 Months Ended | ||||||||||||||||||
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Jul. 31, 2016 | |||||||||||||||||||
Tables/Schedules | |||||||||||||||||||
Schedule of Notes Payable Related Parties |
|
6. Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Convertible Notes Payable |
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6. Convertible Notes Payable: Schedule of Derivative Liability Related to the Conversion Feature (Tables) |
3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||||||
Tables/Schedules | |||||||||||||
Schedule of Derivative Liability Related to the Conversion Feature |
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6. Convertible Notes Payable: Schedule of Assumptions Used (Tables) |
3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||
Tables/Schedules | |||||||||
Schedule of Assumptions Used |
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7. Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||
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Jul. 31, 2016 | |||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis |
|
9. Stock Options and Warrants: Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Tables) |
3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||
Tables/Schedules | |||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions |
|
9. Stock Options and Warrants: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award |
|
1. Nature of Operations and Continuation of Business (Details) |
3 Months Ended |
---|---|
Jul. 31, 2016 | |
Details | |
Entity Incorporation, State Country Name | Delaware |
Entity Incorporation, Date of Incorporation | May 27, 1998 |
1. Nature of Operations and Continuation of Business: Going Concern (Details) - USD ($) |
3 Months Ended | 97 Months Ended | |
---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
Jul. 31, 2016 |
|
Details | |||
Net income (loss) | $ (799,206) | $ 113,162 | $ 3,712,574 |
Working capital deficit | $ 3,041,689 | $ 3,041,689 |
2. Basis of Presentation and Summary of Significant Accounting Policies: Net Income (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - shares |
3 Months Ended | |
---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
Details | ||
Weighted average common shares outstanding: Basic | 23,097,363 | 20,927,209 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,170,210 | |
Weighted average common shares outstanding: Diluted | 32,267,573 | 20,927,209 |
4. Mineral Claims (Details) |
3 Months Ended |
---|---|
Jul. 31, 2016 | |
Details | |
Net Smelter Royalty | 3.00% |
5. Related Party Transactions and Balances (Details) - USD ($) |
Jul. 31, 2016 |
Apr. 30, 2016 |
---|---|---|
Details | ||
Payables - related parties | $ 635,855 | $ 565,459 |
Accrued interest payable - related parties | $ 19,521 | $ 17,846 |
5. Related Party Transactions and Balances: Schedule of Convertible Notes Payable Related Parties (Details) - USD ($) |
Jul. 31, 2016 |
Apr. 30, 2016 |
---|---|---|
Convertible notes payable - related parties | $ 57,050 | $ 57,050 |
NotesPayableRelatedParty1Member | ||
Convertible notes payable - related parties | 25,000 | 25,000 |
NotesPayableRelatedParty2Member | ||
Convertible notes payable - related parties | $ 32,050 | $ 32,050 |
5. Related Party Transactions and Balances: Schedule of Notes Payable Related Parties (Details) - USD ($) |
Jul. 31, 2016 |
Apr. 30, 2016 |
---|---|---|
Notes payable - related parties | $ 79,656 | $ 79,656 |
NotesPayableRelatedParty1Member | ||
Notes payable - related parties | 24,656 | 24,656 |
NotesPayableRelatedParty2Member | ||
Notes payable - related parties | 7,500 | 7,500 |
NotesPayableRelatedParty3Member | ||
Notes payable - related parties | $ 47,500 | $ 47,500 |
6. Convertible Notes Payable (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
Apr. 30, 2016 |
|
Gain (loss) on derivative liability | $ 1,498,059 | $ (74,374) | |
Accrued interest and fees payable | 365,593 | $ 63,979 | |
Convertible Note Payable 6 | |||
Debt discount related to the conversion feature | 17,000 | ||
Derivative Liability Related to the Conversion Feature | 17,000 | ||
Convertible Note Payable 7 | |||
Debt discount related to the conversion feature | 41,000 | ||
Derivative Liability Related to the Conversion Feature | 78,034 | ||
Prepaid Expense, Current | $ 2,500 | ||
Gain (loss) on derivative liability | 40,534 | ||
Convertible Note Payable 9 | |||
Debt discount related to the conversion feature | 22,500 | ||
Derivative Liability Related to the Conversion Feature | 51,553 | ||
Prepaid Expense, Current | 2,500 | ||
Gain (loss) on derivative liability | $ 29,053 |
6. Convertible Notes Payable: Schedule of Derivative Liability Related to the Conversion Feature (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Jul. 31, 2016 |
Apr. 30, 2016 |
|
Derivative liabilities | $ 228,825 | $ 2,081,931 |
Derivative Liability | ||
Derivative liabilities | 228,825 | $ 2,081,931 |
Issuance of new debt related to the Conversion Feature | 22,500 | |
Gain (Loss) on Derivative Liability Related to the Conversion Feature | (1,498,059) | |
Conversion of debt to shares of common stock and repayment of debt | $ (377,547) |
6. Convertible Notes Payable: Schedule of Assumptions Used (Details) |
3 Months Ended |
---|---|
Jul. 31, 2016 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.38% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum | |
Fair Value Assumptions, Expected Term | 4 months 10 days |
Fair Value Assumptions, Expected Volatility Rate | 115.03% |
Maximum | |
Fair Value Assumptions, Expected Term | 6 months 7 days |
Fair Value Assumptions, Expected Volatility Rate | 150.87% |
7. Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) |
Jul. 31, 2016 |
Apr. 30, 2016 |
---|---|---|
Derivative liabilities | $ 228,825 | $ 2,081,931 |
Convertible Debt | 1,465,571 | |
Liabilities, Fair Value Disclosure, Recurring | 1,694,396 | |
Fair Value, Inputs, Level 3 | ||
Derivative liabilities | 228,825 | |
Convertible Debt | 1,465,571 | |
Liabilities, Fair Value Disclosure, Recurring | $ 1,694,396 |
8. Stockholders' Deficit (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Jul. 31, 2016 |
Apr. 30, 2012 |
Apr. 30, 2016 |
|
Common stock shares authorized | 200,000,000 | 200,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Stock Issued During Period, Shares, New Issues | 3,246,380 | ||
Stock Issued During Period, Shares, Issued for Services | 1,400,000 | ||
Common shares issued for services | $ 303,800 | ||
Stock Issued During Period, Shares, Other | 16,500 | ||
Stock Issued During Period, Value, Other | $ 10,325 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,829,880 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 72,605 | ||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred Stock | |||
Preferred Series A shares issued at par for payables - Shares | 600,000 | ||
Recapitalization with reverse acquisition - Shares | 500,000 |
9. Stock Options and Warrants (Details) |
3 Months Ended |
---|---|
Jul. 31, 2016
USD ($)
shares
| |
Details | |
Options Issued to A Consultant To Purchase Shares | 1,000,000 |
Warrants Issued to A Lender To Purchase Shares | 250,000 |
Estimated Fair Value of Warrants | $ | $ 14,365 |
9. Stock Options and Warrants: Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Details) |
3 Months Ended |
---|---|
Jul. 31, 2016 | |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.68% |
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Expected Life in Years | 2.0 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 137.99% |
10. Contingencies and Commitments (Details) - USD ($) |
3 Months Ended | 24 Months Ended |
---|---|---|
Jul. 31, 2016 |
Apr. 30, 2013 |
|
EMAC Handels AG | ||
Monthly fee for administration services | $ 5,000 | |
Monthly fee for Office Rent | 250 | |
Monthly fee for Office Supplies | $ 125 | |
DelbertGBlewettMember | ||
Monthly Director's fee per Service Agreement | $ 7,500 | |
Charles C. Hooper | ||
Monthly fee for administration services | 5,000 | |
Bureau of Land Management | ||
Annual Payments to maintain the Company's claim and/or leases | 195 | |
StateOfNevadaMember | ||
Annual Payments to maintain the Company's claim and/or leases | $ 40 |
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