DTII 10-Q

Defense Technologies International Corp. (DTII)

10-Q 2026-04-24 For: 2026-01-31

View Original

Added on April 24, 2026

Delaware		99-0363802
(State of Incorporation)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

		Page

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements:	3

	Condensed Consolidated Balance Sheets as of January 31, 2026 (Unaudited) and April 30, 2025 (Audited)	3

	Condensed Consolidated Statements of Operations for the Three and Nine Month Periods Ended January 31, 2026 and 2025 (Unaudited)	4

	Condensed Consolidated Statements of Shareholders Deficit for the Nine Months Ended January 31, 2026 and 2025(Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Nine Month Periods Ended January 31, 2026 and 2025 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18

Item 4.	Controls and Procedures	18

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	19

Item 3.	Defaults upon Senior Securities	19

Item 4.	Mine Safety Disclosure	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

	Signatures	21

	January 31, 2026			April 30, 2025
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	192		$	1,493
Inventory		7,599			7,599
Total current assets		7,791			9,092

Total assets	$	7,791		$	9,092

Current liabilities:
Accounts payable and accrued expense	$	216,670		$	172,082
Accrued licenses agreement payable		62,500			25,000
Accrued interest and fees payable		261,541			220,521
Convertible notes payable, net of discount		215,392			185,762
Derivative liabilities		68,645			31,866
Payables – related parties		1,014,693			747,208
Customer deposits		40,375			40,375
Stock payable		24,000			24,000
Notes payable		565,288			476,312
Note payable- related party		199,844			161,092
Total current liabilities		2,668,948			2,084,218

Total liabilities	$	2,668,948		$	2,084,218

Commitments and Contingencies		-			-

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, Series A – 2,535,135 and 2,535,135 shares issued and outstanding, respectively		253			253
Series B –1,200,254 and 1,100,254 shares issued and outstanding, respectively		120			110
Series D – 531 and 560 shares issued and outstanding, respectively		-			-

Common stock, $0.0001 par value; 600,000,000 shares authorized, 35,531,767 and 34,147,881 shares issued and outstanding, respectively		3,754			3,416
Additional paid-in capital		16,359,889			16,324,169
Accumulated deficit		(18,628,736	)		(18,042,197	)
Total		(2,264,720	)		(1,714,249	)
Non-controlling interest		(396,437	)		(360,877	)
Total stockholders’ deficit		(2,661,157	)		(2,075,126	)

Total liabilities and stockholders’ deficit	$	7,791		$	9,092

	Three Months						Nine Months
	2026			2025			2026			2025
Expenses:
Consulting	$	75,250		$	93,200		$	255,250		$	429,992
General and administrative		68,503			223,603			217,914			421,758

Total expenses		143,753			316,803			473,164			851,750

Loss from operations		(143,753	)		(316,803	)		(473,164	)		(851,750	)

Other income (expense):
Gain (loss) on debt settlement		-			50,166			(1,500	)		773,231
Interest and other income (expense)		(28,740	)		(6,408	)		(42,058	)		(30,562	)
Gain (loss) on accounts payable		-			-			-			(250,000	)
Loss on Origination fee		(1,000	)					(43,529	)		-
Debt discount		(3,000	)		-			(3,000	)		-
Gain (loss) on derivative liability		(15,312	)		5,633			(36,779	)		13,090

Total other income (expense)		(48,052	)		49,391			(126,866	)		505,759

Income (loss) before income taxes		(191,805	)		(267,412	)		(600,030	)		(345,991	)

Provision for income taxes		-			-			-			-

Net income (loss) before non-controlling interest		(191,805	)		(267,412	)		(600,030	)		(345,991	)

Non- controlling interest in net income (loss) of the consolidated subsidiary		9,440			5,366			35,559			15,867

Net income (loss) attributed to the Company	$	(182,365	)	$	(262,046	)	$	(564,471	)	$	(330,124	)

Net income (loss) per common share: Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding:
Basic and diluted		37,531,757			32,207,256			35,481,003			27,175,776

Defense Technologies International Corp. and Subsidiary
Condensed Consolidated Balance Sheets

											Additional						Non-			Total
	Preferred stock						Common Stock				Paid-In			Accumulated			Controlling			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Interest			Deficit

Balance at April 30, 2024		4,396,363		$	439			9,729,878	$	974	$	15,067,580		$	(17,116,309	)	$	(315,046		$	(2,362,362	)
Common stock issued for B preferred conversion		(1,068,686	)		(107	)		10,686,860		1,069		(962	)		-			-			-
Common stock issued for D preferred conversion		(7	)		-			431,181		43		(43	)					-			-
Common stock issued for accrued expense – RP		-			-			10,000,000		1,000		694,000			-			-			695,000
Common stock issued for services		-			-			100,000		10		9,990			-			-			10,000
Dividend on series D preferred		-			-			-		-		7,356			(7,356	)		-			-
Net loss		-			-			-		-		-			(461,239	)		(6,170	)		(467,409	)
Balance at July 31, 2024		3,327,664			332			30,947,919		3,096		15,777,921			(17,584,904	)		(321,216	)		(2,124,771	)
Series B shares issued for accrued expenses		191,314			19			-		-		789,312			-			-			789,332
Series B shares issued for accrued expenses-RP		79,991			8			-		-		329,922			-			-			329,930
Settlement on debt		-			-			-		-		(723,065	)		-			-			(723,065	)
Dividend on series D preferred		-			-			-		-		7,356			(7,356	)		-			-
Net income (loss)		-			-			-		-		-			398,527			(4,332	)		394,195
Balance at October 31, 2024		3,598,969		$	359			30,947,919	$	3,096	$	16,181,447		$	(17,193,733	)	$	(325,548	)	$	(1,334,379	)
B series issued for accrued expense		22,000			3			-		-		54,496			-			-			54,499
B series issued for accrued expenses- RP		15,000			1			-		-		37,500			-			-			37,501
Common stock issued for service		-			-			750,000		75		44,929			-			-			45,000
Common stock issued for convertible notes		-			-			1,250,000		125		62,375			-			-			62,500
Common stock issued for D series conversion		-			-			1,199,962		120		(120	)		-			-			-
Debt settlement		-			-			-		-		(50,166	)		-			-			(50,166	)
Stock based compensation		-			-			-		-		(21,000	)		-			-			(21,000	)
Dividend on B series preferred		-			-			-		-		7,356			(7,356	)		-			-
Net loss		-			-			-		-		-			(267,412	)		(5,366	)		(272,778	)
Balance at January 31, 2025		3,635,969		$	363			34,147,881	$	3,416	$	16,316,813		$	(17,468,501	)	$	(330,914	)	$	(1,478,823	)

Balance at April 30, 2025		3,635,950		$	363			34,147,881	$	3,416	$	16,324,169		$	(18,042,197	)	$	(360,877	)	$	(2,075,126	)
Common stock issued for D preferred conversion		(14	)					1,628,667		163		(163	)		-			-			-
Preferred Shares issued for debt conversion		100,000			10			-		-		12,490			-			-			12,500
Dividend on series D preferred		-			-			-		-		7,356			(7,356	)		-			-
Net loss		-			-			-		-		-			(222,164	)		(14,768	)		(236,932	)
Balance at July 31, 2025		3,735,936		$	373			35,775,558	$	3,579	$	16,343,852		$	(18,271,717	)	$	(375,645	)	$	(22,299,588	)
Common stock for D series conversion		(15	)		-			1,755,209		175		(175	)		-			-			-
Loss on notes		-			-			-		-		1,500			-			-			1,500
Dividend on D series preferred		-			-			-		-		7,356			(7,335	)		-			-
Net loss		-			-			-		-		-			(159,942	)		(11,352	)		(171,294	)
Balance at October 31, 2025		3,735,921		$	373			37,531,767	$	3,754	$	16,352,533		$	(18,439,015	)	$	(386,997	)	$	(2,469,352	)
Deemed dividend		-			-			-		-		7,356			(7,356	)		-			-
Net loss		-			-			-		-		-			(182,365	)		(9,440	)		(191,805	)
Balance at January 31, 2026		3,735,935		$	373			37,531,767	$	3,754	$	16,359,889		$	(18,628,736	)	$	(396,437	)	$	(2,661,157	)

	Nine Months Ended January 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(600,030	)	$	(345,991	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Common stock issued for service		-			58,000
(Gain) loss on derivative liability		36,779			(13,090	)
Loss on debt settlement		1,500			-
Loss on notes		29,630			-
Debt discount		-			9,677
Loan origination fee		10,900			-
Gain on debt extinguishment		-			(773,231	)
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses		123,108			506,860
Increase in payables – related parties		267,484			390,629
Net cash provided by (used in) operating activities		(130,629	)		(167,146	)

Cash flows from financing activities
Proceeds from notes payable- related party		-			6,975
Proceeds from notes payable		163,599			178,000
Repayment on notes payable		(34,271	)		(15,403	)
Net cash provided by financing activities		129,328			169,572

Net increase (decrease) in cash		(1,301	)		2,426
Cash at beginning of period		1,493			171
Cash at end of period	$	192		$	2,597

Supplement Disclosures
Interest Paid		-			-
Income tax Paid		-			-

Noncash financing and investing activities
Common stock issued for conversion of Series A preferred		-		$	400,000
Interest accrued on preferred shares	$	22,068		$	22,068
Common stock issued for convertible debt		-		$	65,000
Common stock issued for accrued expenses- related parties		-		$	704,000
Series B preferred issued notes payable	$	12,500			-
Series B preferred issued for accrued expense		-		$	904,409
Series B preferred issued for accrued expense- related parties		-		$	337,992

Level 1 –	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 -	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 –	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

	Level 1		Level 2		Level 3
Balance at April 30, 2025	$	-	$	-	$	31,866
Change in fair value of derivative liability		-		-		36,779

Balance at January 31, 2026	$	-	$	-	$	68,645

Risk-free interest rate		4.50
Expected life in years		0.10
Dividend yield		0%
Expected volatility		804.00%

	·	Royalty payments of 5% of gross sale from the license agreement will be calculated and paid quarterly with a minimum of $12,500 paid each quarter.

	·	All payment will be in US dollars or stock of the Company and or its subsidiary. The value of the stock will be a discount to market of 25% of the average trading price for the 10 days prior to conversion. The number of shares received by Control Capture prior to any reverse split are anti-dilutive.

	·	Invoices for parts and materials will be billed separately of the license fees noted above.

	·	PASSIVE PORTAL – Screens for Weapons only;
	·	PASSIVE PORTAL with EBT – Screens for Weapons and elevated body temperature;
	·	EBT Station – Screens for elevated body temperature only.

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*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101SCH*		Inline XBRL Taxonomy Extension Schema

101 CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101 DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101 LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101 PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

Date: April 23, 2026	By:	/s/ Merrill W. Moses
		Merrill W. Moses
		Chief Executive Officer
		Acting Chief Financial Officer