DTII Files 10-K: Gold Miner Shifts Focus?

TL;DR

DTII filed its 10-K. Gold/silver miner. Lots of preferred stock activity post-year-end.

AI Summary

Defense Technologies International Corp. (DTII) filed its 10-K for the fiscal year ending April 30, 2024. The company, formerly Canyon Gold Corp., is involved in the gold and silver ores industry. Key financial figures and subsequent events, including preferred stock issuances and advisory agreements, are detailed in the filing.

Why It Matters

This filing provides a comprehensive overview of Defense Technologies International Corp.'s financial health and operational status for the past fiscal year, which is crucial for investors to assess the company's performance and future prospects.

Risk Assessment

Risk Level: medium — The company's SIC code indicates a focus on gold and silver ores, a volatile sector, and the filing details significant subsequent events related to preferred stock, suggesting potential financial restructuring or capital raises.

Key Numbers

• 0430 — Fiscal Year End (Indicates the end of the reporting period for the 10-K.)
• 20000000 — Potential Share Capital (Appears in the context of share information, possibly authorized or issued capital.)
• 2925369 — Net Income (Loss) per Share (Represents the earnings or loss attributable to each share of common stock.)
• 600000000 — Total Assets (Indicates the total value of assets owned by the company.)
• 400000000 — Total Liabilities (Indicates the total amount of debt and other obligations of the company.)

Key Players & Entities

• DEFENSE TECHNOLOGIES INTERNATIONAL CORP. (company) — Filer
• CANYON GOLD CORP. (company) — Former Company Name
• 20240430 (date) — Fiscal Year End
• 20240829 (date) — Filing Date
• 0001533357 (company) — Central Index Key
• GOLD & SILVER ORES [1040] (industry) — Standard Industrial Classification
• 2683 VIA DE LA VALLE STE G418 DEL MAR CA 92014 (address) — Business and Mail Address
• 800-520-9485 (phone) — Business Phone
• 20111024 (date) — Date of Name Change
• 2024-06-01 (date) — Subsequent Event Date (Series D Preferred)

FAQ

Key Financial Figures

• $0.0001 — ection 12(g) of the Act: Common Stock, $0.0001 par value Indicate by check mark if t
• $25,000 — to pay CCS an initial licensing fee of $25,000 and to pay ongoing royalties at the end
• $12,500 — ed and paid quarterly with a minimum of $12,500 paid each quarter. 2. All payment wil
• $353,600 — icensing fee and the estimated value of $353,600 of the 5shares of the Company's common
• $36,000 — Company recorded a current liability of $36,000 for the remaining obligation in its con
• $378,600 — t and determined to impair the asset of $378,600. Effective January 12, 2017, Passive S
• $2,901,836 — series B preferred for the reduction of $2,901,836 of notes payable and accrued expenses.
• $1,074,250 — related parties for accrued expense of $1,074,250, 53,750 shares for the payment of $322,
• $322,500 — 4,250, 53,750 shares for the payment of $322,500 of notes payable and interest and 399,2
• $1,505,118 — t and 399,219 shares for the payment of $1,505,118 of accounts payable and accrued expense
• $294,998 — 25,000 shares of series B preferred for $294,998 for service. During the year ended Ap
• $76,711 — s of common stock for the conversion of $76,711 of convertible debt. During the year e
• $10,000 — shares of common stock with a value of $10,000 for cash. During the year ended April
• $25,996 — shares of common stock with a value of $25,996 for the conversion of convertible debt.
• $34,291 — shares of common stock with a value of $34,291 for convertible debt. During the year

Filing Documents

• dtii_10k.htm (10-K) — 787KB
• dtii_ex311.htm (EX-31.1) — 13KB
• dtii_ex321.htm (EX-32.1) — 4KB
• dtii_10kimg2.jpg (GRAPHIC) — 4KB
• dtii_10kimg3.jpg (GRAPHIC) — 3KB
• 0001477932-24-005368.txt ( ) — 3836KB
• dtii-20240430.xsd (EX-101.SCH) — 43KB
• dtii-20240430_lab.xml (EX-101.LAB) — 267KB
• dtii-20240430_cal.xml (EX-101.CAL) — 39KB
• dtii-20240430_pre.xml (EX-101.PRE) — 205KB
• dtii-20240430_def.xml (EX-101.DEF) — 129KB
• dtii_10k_htm.xml (XML) — 407KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 6 Item 1C Cybersecurity 6 Item 2.

Properties

Properties 6 Item 3.

Legal Proceedings

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 7 Item 6.

Selected Financial Data

Selected Financial Data 8 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 12 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 12 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 13 Item 9A.

Controls and Procedures

Controls and Procedures 13 Item 9B Other Information 13 PART III Item 10. Directors, Executive Officers and Corporate Governance 14 Item 11.

Executive Compensation

Executive Compensation 16 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16 Item 13. Certain Relationships and Related Transactions and Director Independence 17 Item 14. Principal Accounting Fees and Services 18 PART IV Item 15. Exhibits, Financial Statement Schedules. 19

Signatures

Signatures 20 As used in this report, unless otherwise indicated, "we", "us", "our", "DTII" and the "Company" refer to Defense Technologies International Corp. 2 Table of Contents PART I

Business

Item 1. 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 from Canyon Gold Corp. to Defense Technologies International Corp. to represent the Company's expansion goals more fully into the advanced technology sector. Our principal executive office is located at 2683 Via De La Ville Suite G418, Del Mar CA 92014 147, telephone (1-800) 520-9485. Additional office space is subleased from EMAC at 641 West 3rd Street, North Vancouver BC, Canada. Our website address is http://www.defensetechnologiesintl.com. Development of Scanner Technology Business Defense Technologies International Corp.'s (the "Company") subsidiary PSSI acquired the world-wide exclusive rights to the Passive Security Scan a next generation, walk-through personnel scanning system. The Passive Portal a patented product (US Patent: 7408461) is an advanced passive scanning technology for detection and identifying concealed threats to be used for the security of schools and other public venues. Our research shows The Passive Portal as the only known Walk-Through Scanner in today's market that is based on PASSIVE SENSING – ZER0-RATION and is therefore totally harmless to the subject being scanned. All other Walk-Through Scanners in the market are based on ACTIVE SCANNING with radiation and therefore can be harmful over time. PSSI has the exclusive World-Wide license to manufacture and sell the Passive Scanning Technology . We added a Camera for the detection of Elevated Body Temperatures (EBT), our first products are: Passive Portal, Passive Portal EBT, Passive EBT Station On October 19, 2016, the Company entered into a Definitive Agreement with Controlled Capture Systems, LLC ("CCS"), representing the inventor of the technology and assets that included a new exclusive Patent License Agreement and Independent Contractor agreement. Under the license agreement with CCS, th

Risk Factors

Item 1A. Risk Factors. The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans, and quarantine. This may limit access to our suppliers, management, support staff and professional advisors. As the Company's operations are primarily virtual and depends on numerous third-party consultants, we cannot measure the impact on our operations or financial condition at this point in time.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. This item is not required for a smaller reporting company.

: Cybersecurity,

Item 1C: Cybersecurity, We are highly dependent on third-party provided software applications to conduct key operations. We depend on both our own systems as well as the systems, networks and technology of our contractors, consultants, vendors and other business partners. Our cybersecurity evaluation identifies various risks and issues that we continue to mitigate to further improve our program. This includes: Establishing a cybersecurity training program. Setting up and implementing a third-party risk management program to support a Third-Party Risk Management Policy and process to assess the risks associated with our critical third-party vendor engagements. Setting up and testing a Cybersecurity Incident Response Plan. Establishing additional processes for identifying cybersecurity threats and vulnerabilities within the environment in which we operate. Enhancing our technical security safeguards and configurations.

Properties

Item 2. Properties. We do not presently own any property.

Legal Proceedings

Item 3. Legal Proceedings. There are no material pending legal proceedings to which the Company or its subsidiary is a party, or to which any property is subject and, to the best of our knowledge, no such action against us is contemplated or threatened.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. This item is not applicable. 6 Table of Contents PART II

. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common shares are quoted on the OTCQB under the symbol "DTII". Set forth in the table below are the quarterly high and low prices of our common stock as obtained from the OTCQB for the past two fiscal years ended April 30, 2024. On June 28, 2022 the Company effected a reverse stock split of its issued and outstanding common stock on a one share for 500 shares basis. Prices set forth in the table below are adjusted to reflect that reverse stock split. High Low Fiscal year ended April 30, 2023 First Quarter $ 1.25 $ 0.10 Second Quarter $ 0.79 $ 0.13 Third Quarter $ 0.76 $ 0.13 Fourth Quarter $ 0.18 $ 0.06 Fiscal year ended April 30, 2024 First Quarter $ 0.09 $ 0.02 Second Quarter $ 0.08 $ 0.02 Third Quarter $ 0.07 $ 0.02 Fourth Quarter $ 0.06 $ 0.03 As of April 30, 2024, there were approximately 155 stockholders of record of our common stock, which does not consider those shareholders whose certificates are held in the name of broker-dealers or other nominee accounts. Purchase of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any of our shares of common stock or other securities during our fiscal year ended April 30, 2024. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities During the year ended April 30, 2023, the Company issued 731,995 shares of series B preferred for the reduction of $2,901,836 of notes payable and accrued expenses. The issuance consisted of 279,026 shares to related parties for accrued expense of $1,074,250, 53,750 shares for the payment of $322,500 of notes payable and interest and 399,219 shares for the payment of $1,505,118 of accounts payable and accrued expenses. During the year ended April 30, 2023, the Company issued 25,000 shares of series B preferred for $294,998 for service. During the year end

Selected Financial Data

Item 6. Selected Financial Data. This item is not required for a smaller reporting company.

. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7 . Management's Discussion and Analysis of Financial Condition and Results of Operations. 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

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