The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-K.
The consolidated financial statements included in this annual report include the
financial statements of the Company and those of Passive Security Scan, Inc.
("PSSI"), a consolidated subsidiary
Effective January 12, 2017, PSSI was incorporated in the state of Utah as a
wholly owned subsidiary. The Company merged its wholly owned subsidiary, Long
Canyon Gold Resources Corp. ("Long Canyon"), into PSSI, with PSSI the surviving
entity. The Company transferred to PSSI its exclusive world-wide license to the
defense, detection and protection security products previously acquired by the
Company. The Company currently owns 76.28% of PSSI with 23.72% acquired by four
other individuals and entities. With the merger of Long Canyon into PSSI, the
Company discontinued its mineral exploration business. The Company plans to
continue the development of the technology and conduct all sales and marketing
activities in PSSI.
Forward Looking and Cautionary Statements
This report contains forward-looking statements relating to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will" "should," "expect," "intend,"
"plan," anticipate," "believe," "estimate," "predict," "potential," "continue,"
or similar terms, variations of such terms or the negative of such terms. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors. Although forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our
current judgment, actual results could differ materially from those anticipated
in such statements. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
Going Concern
These 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 April 30, 2022, the Company had no
revenue, has accumulated deficit of $13,916,844 and a working capital deficit of
$3,515,106 and expects to incur further losses in the development of its
business, all of which cast substantial doubt about the Company's 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, 2022 by issuing debt
and equity securities and by the continued support of its related parties. The
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 Company's business operations.
Results of Operations
We currently have a limited source of operating revenues. Accordingly, zero
revenue was recorded in the year ended April 30, 2022 and $13,230 in 2021.
Our total operating expenses increased to $867,597 in the year ended April 30,
2022 from $745,128 in the year ended April 30, 2021. The increases are due
primarily to a higher general expenses and consulting fees.
Our interest expense decreased to $203,388 in the year ended April 30, 2022 from
$674,834 in the year ended April 30, 2021. In addition, our loss on notes was
$21,610, finance and interest cost on notes of $7,500 in the year ended April
30, 2022 compared to $466,200 and $209,237 in the same time in 2021.
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We recognized a decrease on derivative liability of $605,279 compared to a
decrease of $192,924 in the years ended April 30, 2022 and 2021, respectively.
We estimate the fair value of the derivative for the conversion feature of our
convertible notes payable using the American Option Binomial pricing model at
the inception of the debt, at the date of conversions to equity, cash payments
and at each reporting date, recording a derivative liability, debt discount and
a gain or loss on change in derivative liability as applicable. These estimates
are based on multiple inputs, including the market price of our stock, interest
rates, our stock price volatility, and variable conversion prices based on
market prices as defined in the respective loan agreements. These inputs are
subject to significant changes from period to period; therefore, the estimated
fair value of the derivative liability and associated gain or loss on derivative
liability will fluctuate from period to period and the fluctuation may be
material.
We recognized a loss on extinguishment of debt of $36,682 and a gain of $54,831
in the years ended April 30, 2022 and 2021, respectively. The change on
extinguishment of debt resulted primarily from the elimination of derivative
liabilities upon debt extinguishment. This will fluctuate from period to
period depending on the number of debt conversions and the associated balance of
derivative liabilities, and the fluctuation may be material.
As a result, we recognized a net loss of $718,325 and net loss of $1,845,644 on
the years ended April 30, 2022 and 2021, respectively.
Because we own 76.28% of PSSI as of April 30, 2022 we include 76.28% of the net
loss of PSSI for the year ended April 30, 2022 in our consolidated net loss and
have reported non-controlling interest of 23.72% of the net loss of PSSI, or
$42,701, for the year ended April 30, 2022 and $43,155 for the same period in
2021.
Liquidity and Capital Resources
At April 30, 2022, we had total current assets of $75,407, consisting of cash of
$5,761 and inventory of $69,649. Current liabilities at April 30, 2022 were
$3,590,513 resulting in a working capital deficit of $3,515,106. Included in
our current liabilities and working capital deficit are derivative liabilities
totaling $305,232 related to the conversion features of certain of our
convertible notes payable. We do not believe the derivative liabilities will
require settlement in cash.
A significant portion of our current liabilities as of April 30, 2022 is
comprised of amounts due to related parties of $1,554,639. We anticipate that
in the short-term, operating funds will continue to be provided by related
parties and other lenders.
At April 30, 2022, we had total convertible notes payable of $330,821, net of
discount. Several of the note agreements require repayment through conversion
of principal and interest into shares of the Company's common stock. We
anticipate, therefore, converting these notes payable into shares of our common
stock without the need for replacement financing; however, there can be no
assurance that we will be successful in accomplishing this.
Pursuant to convertible notes payable, we received total cash proceeds of
$75,000, less payment of notes payable of $5,733 and the sale of preferred
shares of $177,500 or a net cash received from financing activities of $246,767
during the year ended April 30, 2022. These convertible short-term notes, which
have a total principal balance of $330,821, net of discount at April 30, 2022,
bear interest at annual rates ranging from 6% to 15% per annum and are
convertible into common shares of the Company upon the terms and subject to the
limitations and conditions set forth in the note agreements. The notes
generally contain early repayment penalties if repaid before defined payment
dates in the note agreements.
During the year ended April 30, 2022 we extinguished $132,728 in principal and
accrued interest through conversion of convertible notes payable to common
stock. During the year ended April 30, 2022, net cash used in operating
activities was $285,215 as a result of our net loss of $718,325 offset by
amortization of debt discount and financing costs of $96,610, change in fair
value of $492,187, increase in related party payables to $304,821, and accounts
payable and accrued expense of $700,921.
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During the year ended April 30, 2021 net cash used in operating activities was
$363,207, as a result of our net loss of $1,845,644, amortization of debt
discount and financing costs of $364,701 and a gain on derivative liability
change of $192,924. Also during 2021 we had a gain in accounts payable of
$303,845 and increase in payables to related party of 279,271, with a loss on
notes of $466,200 and gains on debt extinguishment of $54,831.
During the year ended April 30, 2021, net cash provided by financing activities
was $337,000. This was comprised of net proceeds from convertible notes payable
of $272,500, partially offset by repayment of convertible notes payable of
$135,500 along with preferred stock sold for cash of $200,000.
During the year ended April 30, 2022, net cash provided by financing activities
was $246,767 comprised of net proceeds from convertible notes payable of 75,000,
repayment of notes payable of $5,733 and the sale of preferred shares of
$177,500
We have not realized any significant revenues since inception and paid expenses
and costs with proceeds from the issuance of securities as well as by loans from
investor, stockholders, and other related parties.
Our immediate goal is to provide funding for the completion of the initial
production of the Offender Alert Passive Scan licensed from CCS. The Offender
Alert Passive Scan is an advanced passive scanning system for detecting and
identifying concealed threats.
We believe a related party and other lenders will provide sufficient funds to
carry on general operations in the near term and fund PSSI's production and
sales. We expect to raise additional funds from the sale of securities,
stockholder loans and convertible debt. However, we may not be successful in
our efforts to obtain financing to carry out our business plan.
As of April 30, 2022, we did not have sufficient cash to fund our operations for
the next twelve months.
Inflation
In the opinion of management, inflation has not and will not have a material
effect on our operations until such time as we begin to realize revenues from
operations. At that time, management will evaluate the possible effects of
inflation related to our business and operations following a successful
acquisition or merger.
Net Operating Loss Carryforward
We have accumulated a net operating loss carryforward of approximately
$5,092,861 as of April 30, 2022. This loss carry forward may be offset against
future taxable income. The use of these losses to reduce future income taxes
will depend on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforward. In the event of certain
changes in control, there will be an annual limitation on the amount of net
operating loss carryforward that can be used. No tax benefit has been reported
in the financial statements for the years ended April 30, 2022 and 2021 because
it has been fully offset by a valuation reserve. The use of future tax benefit
is undeterminable because we presently have no operations.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates, including those related to intangible assets,
derivative liabilities, income taxes, contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
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For further information on our significant accounting policies see Note 2 to
our consolidated financial statements included in this Annual Report. There were
no changes to our significant accounting policies during the year ended April
30, 2022. The following is a description of those significant accounting
policies that involve estimates and judgment by management.
Derivative Liabilities
We have identified the conversion features of certain of our convertible notes
payable as derivatives. We estimate the fair value of the derivatives using
American Option Binomial pricing model. We estimate the fair value of the
derivative liabilities at the inception of the financial instruments, at the
date of conversions to equity and at each reporting date, recording a derivative
liability, debt discount, and a gain or loss on change in derivative liabilities
as applicable. These estimates are based on multiple inputs, including the
market price of our stock, interest rates, our stock price volatility and
variable conversion prices based on market prices as defined in the respective
agreements. These inputs are subject to significant changes from period to
period and to management's judgment; therefore, the estimated fair value of the
derivative liabilities will fluctuate from period to period, and the fluctuation
may be material.
Basic and Diluted Loss per Common Share
The Company computes net loss per share in accordance with ASC 260, Earnings per
Share, which requires presentation of both basic and diluted loss per share
("EPS") on the face of the statement of operations. Basic EPS is computed by
dividing net loss available to common shareholders (numerator) by the weighted
average number of common shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options and warrants, using the treasury stock
method, convertible preferred stock, and convertible debt, using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all potentially
dilutive common shares if their effect is antidilutive.
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 instrument's 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: applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
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: 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 April 30, 2022 and 2021, 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.
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Liabilities measured at fair value on a recurring basis were estimated as
follows at April 30, 2022 and 2021:
Total Level 1 Level 2 Level 3
2021
Derivative liabilities $910,511 $- $- $910,511
Total liability measured at fair value $910,511 $- $- $910,511
2022
Derivative liabilities $305,232 $- $- $305,232
Total liability measured at fair value $305,232 $- $- $305,232
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell. As of April 30, 2019 the Company impaired the license agreement expensing
$378,600.
Recent Accounting Pronouncements
See Note2 to our consolidated financial statements included in this Annual
Report for disclosure of recent accounting pronouncements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
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