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Item 1. Financial Statements

2020-12-21 compared with 2020-09-21 · 518 added, 395 removed, 106 unchanged (90% of the section changed)

FINANCIAL STATEMENTS

RED CAT HOLDINGS, INC.

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

Current Assets

7 unchanged sentences

Customer deposits

Derivative liability

Total Current Liabilities

Convertible debentures

Convertible debentures, net of discount of $581,599

Commitments and contingencies

5 unchanged sentences

Common stock - shares authorized 500,000,000;

outstanding 20,011,091

outstanding 20,721,535 and 20,011,091

Additional paid-in capital

4 unchanged sentences

RED CAT HOLDINGS, INC.

Condensed Consolidated Statements Of Operations

Three months ended July 31,

Consolidated Statements Of Operations

Three months ended October 31,

Six months ended October 31,

Cost of goods sold

5 unchanged sentences

Operating loss

Other expense

Derivative expense

Change in fair value of derivative

Provision for income taxes

Other expense

$ (1,105,525 )

Loss per share - basic and diluted

1 unchanged sentence

RED CAT HOLDINGS, INC.

Condensed Consolidated Stockholders' Equity Statements

Consolidated Statements of Changes in Stockholders'

Preferred Stock

Balances, April 30, 2019

$ ( 971,822 )

Issuance of common stock

3 unchanged sentences

Balances, July 31, 2019

Balances, April 30, 2020

Stock based compensation

Balances, October 31, 2019

Balances, April 30, 2020

Stock based compensation

Balances, July 31, 2020

Conversion of Debt

Stock based compensation

Balances, October 31, 2020

$ (3,679,278 )

RED CAT HOLDINGS, INC.

Condensed Consolidated Cash Flows Statements

Three months ended July 31,

Consolidated Statements of Cash Flows

Six months ended October 31,

Cash Flows from Operating Activities

$ (1,105,525 )

Stock based compensation

Amortization of debt discount

Derivative expense

Change in fair value of derivative

Adjustments to reconcile net loss to net cash from operations:

Changes in operating assets and liabilities

Prepaid expenses

Other current assets

1 unchanged sentence

Accounts payable

Accrued expenses

Accrued expense

Net cash used in operating activities

6 unchanged sentences

Payments under notes payable

Proceeds from convertible debentures

Common stock to be issued

Net cash provided by financing activities

6 unchanged sentences

Fair value of shares exchanged in acquisitions

Conversion of Notes into common stock

Conversion of accrued interest into common stock

See accompanying notes.

RED CAT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

July 31, 2020 and 2019

Our unaudited interim condensed consolidated

financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”).

In the opinion of management, the unaudited interim condensed consolidated financial statements

reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim

periods presented.

Interim results are not necessarily indicative of results for a full year.

The information included in this

Form 10-Q should be read in conjunction with the financial information included in the Annual Report on Form 10-K for the fiscal

year ended April 30, 2020 of Red Cat Holdings, Inc.

(the “Company”), filed with the Securities and Exchange Commission

(“SEC”) on August 13, 2020.

Note 1 - The Business

The Company was originally incorporated in

February 1984.

The Company’s primary business is to provide products, services and solutions to the drone industry.

in two sectors of the drone industry.

Rotor Riot, LLC, an Ohio limited liability company and a wholly owned subsidiary (“Rotor

Riot”), designs and sells drones and related components.

Rotor Riot is focused on the consumer market and sells its products

through its e-commerce platform operated at www.rotorriot.com.

The Company is also developing software solutions to provide secure

cloud-based analytics, storage and services for the drone industry.

Its initial product candidate is Dronebox, a blockchain technology

that records, stores and analyzes flight data and information from a drone, much like the “black box”

utilized by the

airline industry.

The Company plans to offer Dronebox as a Software-as-a-Service platform.

Recent corporate developments include:

The Share Exchange Agreement

Effective May 15, 2019, we closed a Share Exchange

Agreement (the “SEA”) with TimeFireVR, Inc., (“TimeFire”), a Nevada corporation.

Under the SEA, we acquired

approximately 83.33% of TimeFire’s outstanding share capital on a fully-diluted basis.

(i) 196,667 shares of our

common stock, (ii) 2,169,068 shares of our newly-designated Series A Preferred Stock, and (iii) 4,212,645 shares of our newly-designated

Series B Preferred Stock.

In total, the common stock, Series A Preferred Stock, and Series B Preferred Stock issued under the SEA

were valued at $117,754.

The transaction was accounted for as a “reverse

acquisition”

as the stockholders of Red Cat possessed majority voting control of the company immediately following the acquisition.

In this reverse merger, the financial results of Red Cat Propware, Inc., (the accounting acquirer), have been presented as the

continuing operations of the Company since inception.

The transaction was accounted for as follows:

The goodwill recognized in connection with

the acquisition is primarily attributable to anticipated synergies and benefits from the combination of the two companies, including

access to the public markets to raise capital, and is expected to be deductible for tax purposes.

Series A Preferred Stock is convertible to

common stock at a ratio of 8.33 shares of common stock for each share of preferred stock held and votes together with the common

stock on an as-converted basis.

The new Series A Preferred Stock converted automatically to common stock upon the effectiveness

of the reverse split of our common stock in August 2019.

This common stock and Series A Preferred Stock issued under the SEA constituted

NOTES TO CONSOLIDATED FINANCIAL

October 31, 2020 and 2019

unaudited interim condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, the unaudited

interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for

a fair presentation of the results for the interim periods presented.

Interim results are not necessarily indicative of results

for a full year.

The information included in this Form 10-Q should be read in conjunction with the financial information included

in the Annual Report on Form 10-K for the fiscal year ended April 30, 2020 of Red Cat Holdings, Inc.

(the “Company”),

filed with the Securities and Exchange Commission (“SEC”) on August 13, 2020.

1 - The Business

Company was originally incorporated in February 1984.

The Company’s primary business is to provide products, services and

solutions to the drone industry.

It operates in two sectors of the drone industry.

Rotor Riot, LLC, an Ohio limited liability

company and a wholly owned subsidiary (“Rotor Riot”), designs and sells drones and related components.

is focused on the consumer market and sells its products through its e-commerce platform operated at www.rotorriot.com.

is also developing software solutions to provide secure cloud-based analytics, storage and services for the drone industry.

initial product candidate is Dronebox, a blockchain technology that records, stores and analyzes flight data and information from

a drone, much like the “black box”

utilized by the airline industry.

The Company plans to offer Dronebox as a Software-as-a-Service

Company closed the acquisition of Fat Shark Holdings (“Fat Shark”) on November 6, 2020.

Fat Shark is a leading

provider of headsets and goggles for professional FPV (First Person View) racers and drone pilots and has an estimated 85%

share of its market.

The Company expects that Fat Shark will generate a majority of its revenue over the next 12 months.

acquisition continues the Company’s efforts to become a fully-integrated drone business with a strong supply chain, as

well as a provider of software solutions for the drone industry.

corporate developments include:

Exchange Agreement

May 15, 2019, we closed a Share Exchange Agreement (the “SEA”) with TimeFireVR, Inc., (“TimeFire”), a

Nevada corporation.

Under the SEA, we acquired approximately 83.33% of TimeFire’s outstanding share capital on a fully-diluted

(i) 196,667 shares of our common stock, (ii) 2,169,068 shares of our newly-designated Series A Preferred Stock,

and (iii) 4,212,645 shares of our newly-designated Series B Preferred Stock.

In total, the common stock, Series A Preferred Stock,

and Series B Preferred Stock issued under the SEA were valued at $117,754.

transaction was accounted for as a “reverse acquisition”

as the stockholders of Red Cat possessed majority voting

control of the company immediately following the acquisition.

In this reverse merger, the financial results of Red Cat Propware,

Inc., (the accounting acquirer), have been presented as the continuing operations of the Company since inception.

The transaction

was accounted for as follows:

goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies and benefits from the

combination of the two companies, including access to the public markets to raise capital, and is expected to be deductible for

tax purposes.

A Preferred Stock is convertible to common stock at a ratio of 8.33 shares of common stock for each share of preferred stock held

and votes together with the common stock on an as-converted basis.

The new Series A Preferred Stock converted automatically to

common stock upon the effectiveness of the reverse split of our common stock in August 2019.

This common stock and Series A Preferred

Stock issued under the SEA constituted approximately 83.33% of our issued and outstanding share capital on a fully-diluted basis

on the date of issuance.

B Preferred Stock is convertible to common stock at a ratio of 0.83 shares of common stock for each share of preferred stock held

and votes together with the common stock on an as-converted basis.

The Series B Preferred Stock issued under the SEA constituted

approximately 15.64% of our issued and outstanding share capital on a fully-diluted basis on the date of issuance.

Series B Preferred Stock is convertible to

common stock at a ratio of 0.83 shares of common stock for each share of preferred stock held and votes together with the common

stock on an as-converted basis.

The Series B Preferred Stock issued under the SEA constituted approximately 15.64% of our issued

and outstanding share capital on a fully-diluted basis on the date of issuance.

Organizational

In July 2019, we changed our name from TimeFire

July 2019, we changed our name from TimeFire VR Inc.

to Red Cat Holdings, Inc.

In August 2019, we changed our fiscal year

to April 30 which was the historical fiscal year of Red Cat Propware, Inc.

In August 2019, we effected a reverse

stock split (the “Reverse Stock Split”) of our outstanding shares of common stock at a ratio of one-for-twelve hundred

(1 for 1,200).

All references in this report to shares of the Company’s common stock, including prices per share of its common

stock, reflect the Reverse Stock Split.

Merger Agreement with Rotor Riot, LLC

On December 31, 2019, the Company entered into

an Agreement of Merger (the “Merger Agreement”) with Rotor Riot and the three members of Rotor Riot.

On January 23,

2020, the Merger was consummated under which Rotor Riot Acquisition Corp, a wholly owned Delaware subsidiary of the Company, merged

with and into Rotor Riot, with Rotor Riot continuing as the surviving entity and a wholly owned subsidiary of the Company.

Under the Merger Agreement, each member of

Rotor Riot received its pro rata portion of the total number of shares of the Company’s common stock issued based on (A)(i)

$3,700,000 minus (ii) $915,563 (which included certain debt and other obligations of Rotor Riot and its Chief Executive Officer

that the Company agreed to assume (the “Assumed Obligations”) divided by (B) the volume weighted average price (“VWAP”)

of the Company’s common stock for the twenty trading days prior to the closing of the Merger.

Based on a share issuance value

of $2,784,437 and a VWAP of $1.25445, the Company issued an aggregate of 2,219,650 shares of common stock to the members of Rotor

Following the closing of the Merger Agreement,

the former members of Rotor Riot owned approximately 10.4% of the Company.

In addition, the Company’s management controls

the operating decisions of the combined company.

Accordingly, we have accounted for the transaction as an acquisition of Rotor

Riot by the Company.

Based on purchase price accounting, we have recognized the assets and liabilities of Rotor Riot at fair value

with the excess of the purchase price over the net assets acquired recognized as goodwill.

The table below reflects the Company’s

estimates of the acquisition date values of the purchase consideration, assets acquired, and liabilities assumed.

The shares issued

were valued at $1,820,113 (2,219,650 shares issued times $0.82 per share which equaled the closing price of the Company’s

common stock on the date that the merger agreement was consummated).

Purchase Price

August 2019, we changed our fiscal year to April 30 which was the historical fiscal year of Red Cat Propware, Inc.

August 2019, we effected a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock

at a ratio of one-for-twelve hundred (1 for 1,200).

All references in this report to shares of the Company’s common stock,

including prices per share of its common stock, reflect the Reverse Stock Split.

Agreement with Rotor Riot, LLC

December 31, 2019, the Company entered into an Agreement of Merger (the “Merger Agreement”) with Rotor Riot and the

three members of Rotor Riot.

On January 23, 2020, the Merger was consummated under which Rotor Riot Acquisition Corp, a wholly

owned Delaware subsidiary of the Company, merged with and into Rotor Riot, with Rotor Riot continuing as the surviving entity

and a wholly owned subsidiary of the Company.

the Merger Agreement, each member of Rotor Riot received its pro rata portion of the total number of shares of the Company’s

common stock issued based on (A)(i) $3,700,000 minus (ii) $915,563 (which included certain debt and other obligations of Rotor

Riot and its Chief Executive Officer that the Company agreed to assume (the “Assumed Obligations”) divided by (B)

the VWAP of the Company’s common stock for the twenty trading days prior to the closing of the Merger.

Based on a share

issuance value of $2,784,437 and a VWAP of $1.25445, the Company issued an aggregate of 2,219,650 shares of common stock to the

members of Rotor Riot.

the closing of the Merger Agreement, the former members of Rotor Riot owned approximately 10.4% of the Company.

In addition, the

Company’s management controls the operating decisions of the combined company.

Accordingly, we have accounted for the transaction

as an acquisition of Rotor Riot by the Company.

Based on purchase price accounting, we have recognized the assets and liabilities

of Rotor Riot at fair value with the excess of the purchase price over the net assets acquired recognized as goodwill.

below reflects the Company’s estimates of the acquisition date values of the purchase consideration, assets acquired, and

liabilities assumed.

The shares issued were valued at $1,820,113 (2,219,650 shares issued times $0.82 per share which equaled

the closing price of the Company’s common stock on the date that the merger agreement was consummated).

Shares issued

1 unchanged sentence

Total Purchase Price

Purchase Price Allocation

Price Allocation

Assets Acquired

1 unchanged sentence

Total assets acquired

Liabilities Assumed

Accounts Payable and accrued expenses

1 unchanged sentence

Due to Related Party

liabilities assumed

Total liabilities assumed

Net assets acquired

The foregoing amounts reflect our current estimates

of fair value as of the January 23, 2020 acquisition date.

The Company expects to recognize fair values associated with the customer

relationships acquired, as well as the Rotor Riot brand name, but has not yet accumulated sufficient information to assign such

As additional information becomes known regarding the acquired assets and assumed liabilities, management may make adjustments

to the opening balance sheet of the acquired company up to the end of the measurement period, which is a one-year period following

the acquisition date.

The determination of the fair values of the acquired assets and liabilities assumed (and the related determination

of estimated lives of depreciable tangible and intangible assets) requires significant judgement.

Note 2 - Going Concern

The financial statements have been prepared

on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the

normal course of business.

As reflected in our accompanying financial statements, we have negative working capital of approximately

$800,000 at July 31, 2020 and have accumulated losses totaling approximately $3 million through July 31, 2020.

Management recognizes

that these operating results and our financial position raise substantial doubt about our ability to continue as a going concern.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts

and the classification of liabilities that might be necessary should we be unable to continue as a going concern.

We are presently seeking to address these

going concern doubts through a number of actions including efforts to (a) raise capital through the public markets, (b) release

additional commercial products and (c) pursue acquisitions of complementary, revenue generating companies which are accretive to

our operating results.

We can provide no assurance that any of these efforts will be successful or, that even if successful, that

they will alleviate doubts about our ability to continue as a going concern.

Note 3 - Summary of Significant Accounting

Basis of Accounting - The financial

statements and accompanying notes are prepared in accordance with GAAP.

Principles of Consolidation –

Our condensed consolidated financial statements include the accounts of our subsidiaries, Red Cat Propware, Inc.

foregoing amounts reflect our current estimates of fair value as of the January 23, 2020 acquisition date.

The Company expects

to recognize fair values associated with the customer relationships acquired, as well as the Rotor Riot brand name, but has not

yet accumulated sufficient information to assign such values.

As additional information becomes known regarding the acquired assets

and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of

the measurement period, which is a one-year period following the acquisition date.

The determination of the fair values of the

acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and intangible

assets) requires significant judgement.

Shark Acquisition

September 30, 2020, the Company entered into a share purchase agreement (“Share Purchase Agreement”) with Greg French

(“French”), the founder and sole shareholder of Fat Shark Holdings (“Fat Shark”), to acquire all of the

issued and outstanding shares of Fat Shark and its subsidiaries for a purchase price of $7,000,000.

The transaction closed on

November 6, 2020 and was paid through (i) the issuance of 5,227,223 shares of common stock with an agreed value of $5,750,000

(ii) a senior secured promissory note in the original principal amount of $1,000,000 which matures on November 1, 2023, and (iii)

a cash payment of $250,000 in cash.

The Share Purchase Agreement includes indemnification provisions, a two year non-compete agreement,

and registration rights for the shares issued in the transaction.

Note Offering

October 5, 2020, the Company closed a private offering of convertible promissory notes (the “2020 Notes”) in the aggregate

principal amount of $600,000 which included the issuance of five-year warrants to purchase an aggregate of 399,996 shares of common

The 2020 Notes accrue interest at the rate of 12% per annum and are payable two years from the date of issuance.

Notes are convertible into common stock at a conversion price equal to the lower of (i) $1.00 per share or, (ii) at a price equal

to 75% of the price of an offering of common stock that results in the listing for trading on certain stock exchanges (a “Qualified

Offering”).

The 2020 Notes also contain protection from dilution which would lower the conversion price in the event of

a lower priced issuance.

An event of default could also result in a reduction of the conversion price.

Company may prepay any portion of the 2020 Notes, without penalty or premium, upon ten business days’

No conversion

will be completed if it would result in the noteholder, including its affiliates, owning more than 9.99% of the Company’s

outstanding common stock immediately after completing such conversion.

Warrants are exercisable at $1.50 per share.

The exercise price will be reduced to a price equal to 75% of the price per share

of the common stock offered in a Qualified Offering.

2 - Going Concern

financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement

of liabilities and commitments in the normal course of business.

As reflected in our accompanying financial statements, we have

negative working capital of $1,338,905 at October 31, 2020 and have accumulated losses totaling approximately $3.7 million through

October 31, 2020.

Management recognizes that these operating results and our financial position raise substantial doubt about

our ability to continue as a going concern.

The financial statements do not include any adjustments related to the recoverability

and classification of recorded asset amounts and the classification of liabilities that might be necessary should we be unable

to continue as a going concern.

are presently seeking to address these going concern doubts through a number of actions including efforts to (a) raise capital

through the public markets, (b) release additional commercial products and (c) pursue acquisitions of complementary, revenue generating

companies which are accretive to our operating results.

We can provide no assurance that any of these efforts will be successful

or, that even if successful, that they will alleviate doubts about our ability to continue as a going concern.

3 - Summary of Significant Accounting Policies

of Accounting - The financial statements and accompanying notes are prepared in accordance with GAAP.

of Consolidation –

Our condensed consolidated financial statements include the accounts of our subsidiaries, Red Cat

Propware, Inc.

and Rotor Riot, LLC.

Intercompany transactions and balances have been eliminated.

Use of Estimates –

The preparation

of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, the disclosure of contingent 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.

Significant estimates reflected in these financial statements include those used to (i) determine stock based compensation and

(ii) complete purchase price accounting for acquisitions.

At July 31, 2020,

we held cash of $55,870 in multiple commercial banks and financial services companies.

We have not experienced any

loss on these accounts and believe they are not exposed to any significant credit risk.

Leases –

Leases at July 31, 2020 are short term in nature and do not require accounting under the lease accounting standards.

Goodwill –

Goodwill represents

the excess of the purchase price of an acquisition over the estimated fair value of identifiable net assets acquired.

The measurement

periods for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances

that existed as of the acquisition date becomes known, not to exceed 12 months.

Adjustments in a purchase price allocation may

require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.

We perform an impairment test

at the end of each fiscal year, or more frequently if indications of impairment arise.

We have a single reporting unit, and consequently,

evaluate goodwill for impairment based on an evaluation of the fair value of the Company as a whole.

Common Stock –

stock has a par value of $0.001 per share.

Warrants –

In connection

with our Series B Preferred Stock Issuance, we issued warrants to purchase shares of our common stock.

Outstanding warrants are

standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity.

the fair value of the warrants using the Black-Scholes option pricing model.

Revenue Recognition –

Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, issued by the Financial

Accounting Standards Board (“FASB”).

This standard includes a comprehensive evaluation of factors to be considered

regarding revenue recognition including (i) identifying the promised goods, (ii) evaluating performance obligations, (iii) measuring

the transaction price, (iv) allocating the transaction price to the performance obligations if there are multiple components, and

(v) recognizing revenue as each obligation is satisfied.

The Company’s revenue transactions include a single component,

specifically, the shipment of goods to customers as orders are received.

Customers pay at the time they order and

the Company recognizes revenue upon shipment.

The timing of the shipment of orders can vary considerably depending upon whether

an order is for an item normally maintained in inventory or an order that requires assembly or unique parts.

Customer deposits

totaled $77,053 and $38,419 at July 31, 2020 and April 30, 2020, respectively.

Research and Development - Research

and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development.

Research and development expenses also include third-party development and programming costs, as well as a proportionate share

of overhead costs such as rent.

Costs related to software development are included in research and development expense until technological

feasibility is reached, which for our software products, is generally shortly before the products are released to production.

technological feasibility is reached, such costs are capitalized and amortized as a cost of revenue over the estimated lives of

the products.

Income Taxes - Deferred taxes are

provided on the liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred

tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported

amounts of assets and liabilities and their tax bases.

Deferred tax assets and liabilities are adjusted for the effects of changes

in tax laws and rates on the date of enactment.

of Estimates –

The preparation of financial statements in accordance with GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities

at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

results could differ from those estimates.

Significant estimates reflected in these financial statements include those used to

(i) determine stock based compensation and (ii) complete purchase price accounting for acquisitions.

At October 31, 2020, we had cash of $480,065 in multiple commercial banks and financial services companies.

not experienced any loss on these accounts and believe they are not exposed to any significant credit risk.

Leases at October 31, 2020 are short term in nature and do not require accounting

under the lease accounting standards.

Goodwill represents the excess of the purchase price of an acquisition over the estimated fair value of identifiable

net assets acquired.

The measurement periods for the valuation of assets acquired and liabilities assumed ends as soon as information

on the facts and circumstances that existed as of the acquisition date becomes known, not to exceed 12 months.

Adjustments in

a purchase price allocation may require a change in the amounts allocated to goodwill during the periods in which the adjustments

are determined.

perform an impairment test at the end of each fiscal year, or more frequently if indications of impairment arise.

We have a single

reporting unit, and consequently, evaluate goodwill for impairment based on an evaluation of the fair value of the Company as

Fair Value of Financial instruments

FASB ASC 820, “Fair Value Measurements and Disclosures”

(“ASC 820”), provides rules for assets

and liabilities measured at fair value on a recurring basis.

ASC 820 establishes a common definition for fair value to be applied

to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework

for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at

the measurement date.

Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs

and minimize the use of unobservable inputs.

These inputs are prioritized below:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Observable market-based inputs or unobservable inputs that are corroborated by market data

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company accounts for its derivative liabilities,

at fair value, on a recurring basis under level 2.

Convertible Securities and Derivatives –

Company estimates the fair values of the debt and warrants, and allocates the proceeds pro rata based on these values.

allocation of proceeds to the warrants results in the debt instrument being recorded at a discount from the face amount of the

debt and the value allocated to the warrant is recorded to additional paid-in capital.

When the convertible debt or equity instruments

contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds from the

convertible host instruments are first allocated to the bifurcated derivative instruments.

The remaining proceeds, if

any, are then allocated to the convertible instruments themselves, resulting in those instruments being recorded at a discount

from their face value.

Recognition –

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”,

issued by the Financial Accounting Standards Board (“FASB”).

This standard includes a comprehensive evaluation of

factors to be considered regarding revenue recognition including (i) identifying the promised goods, (ii) evaluating performance

obligations, (iii) measuring the transaction price, (iv) allocating the transaction price to the performance obligations if there

are multiple components, and (v) recognizing revenue as each obligation is satisfied.

The Company’s revenue transactions

include a single component, specifically, the shipment of goods to customers as orders are received.

Customers pay at the time

they order and the Company recognizes revenue upon shipment.

The timing of the shipment of orders can vary considerably depending

upon whether an order is for an item normally maintained in inventory or an order that requires assembly or unique parts.

deposits totaled $66,205 and $38,419 at October 31, 2020 and April 30, 2020, respectively.

and Development - Research and development expenses include payroll, employee benefits, and other headcount-related expenses

associated with product development.

Research and development expenses also include third-party development and programming costs,

as well as a proportionate share of overhead costs such as rent.

Costs related to software development are included in research

and development expense until technological feasibility is reached, which for our software products, is generally shortly before

the products are released to production.

Once technological feasibility is reached, such costs are capitalized and amortized as

a cost of revenue over the estimated lives of the products.

Taxes - Deferred taxes are provided on the liability method, whereby deferred tax assets are recognized for deductible temporary

differences and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the

differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets and liabilities are

adjusted for the effects of changes in tax laws and rates on the date of enactment.

Accounting Pronouncements - Management does not believe that recently issued, but not yet effective accounting pronouncements,

if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Comprehensive Loss –

the three months ended July 31, 2020 and 2019, there were no differences between net loss and comprehensive loss.

Therefore, the

consolidated statements of comprehensive loss have been omitted.

Stock-Based Compensation –

use the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation –

Comprehensive

During the three and six months ended October 31, 2020 and 2019, there were no differences between net loss and

comprehensive loss.

Therefore, the consolidated statements of comprehensive loss have been omitted.

Compensation –

We use the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation

Stock Compensation.

Fair value is determined using the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future

We plan to estimate the forfeiture rate based on our historical experience but have made no such allowance to date as

our first issuances of stock based awards occurred in October 2019 and we have not experienced any forfeitures to date.

compensation costs on a straight line basis over the service period which is generally the vesting term.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share has been calculated by dividing net loss by the weighted average number of shares

of common stock outstanding during the period.

Common stock equivalents were excluded from the computation of diluted net loss

per share of common stock because they were anti-dilutive.

The exercise of these common stock equivalents would dilute earnings

per share if we become profitable in the future.

Related Parties –

are considered to be related to us if they have control or significant influence, directly or indirectly, over us, including key

management personnel and members of the Board of Directors.

Related Party transactions are disclosed in Note 12.

Note 4 –

Notes Payable

In connection with the merger agreement with

Rotor Riot, the Company agreed to assume certain financial obligations of Rotor Riot totaling $216,099 in the aggregate.

of these obligations is as follows:

Note Payable to PayPal

In November 2019, Rotor Riot entered into an

agreement with PayPal under which it borrowed $100,000.

PayPal is an electronic commerce company that facilitates payments between

parties through online funds transfers.

The Company processes certain customer payments ordered on its e-commerce site through

The note is being repaid through 52 weekly payments of $2,056 ending in November 2020, resulting in an effective interest

The balance outstanding at July 31, 2020 was $55,945.

Note Payable to Shopify Capital

In August 2019, Rotor Riot entered into

an agreement with Shopify Capital under which it sold $176,000 of “Purchased Receivables”

for total consideration

Fair value is determined using the Black-Scholes Model using inputs reflecting our estimates of expected

volatility, term and future dividends.

We plan to estimate the forfeiture rate based on our historical experience but have made

no such allowance to date as our first issuances of stock based awards occurred in October 2019 and we have not experienced any

forfeitures to date.

We recognize compensation costs on a straight line basis over the service period which is generally the vesting

and Diluted Net Loss per Share –

Basic and diluted net loss per share has been calculated by dividing net loss by the

weighted average number of shares of common stock outstanding during the period.

Common stock equivalents were excluded from the

computation of diluted net loss per share of common stock because they were anti-dilutive.

The exercise of these common stock

equivalents would dilute earnings per share if we become profitable in the future.

Parties –

Parties are considered to be related to us if they have control or significant influence, directly or indirectly,

over us, including key management personnel and members of the Board of Directors.

Related Party transactions are disclosed in

Note 4 - Notes Payable

connection with the merger agreement with Rotor Riot, the Company agreed to assume certain financial obligations of Rotor Riot

totaling $216,099 in the aggregate.

A summary of these obligations is as follows:

Payable to PayPal

November 2019, Rotor Riot entered into an agreement with PayPal under which it borrowed $100,000.

PayPal is an electronic commerce

company that facilitates payments between parties through online funds transfers.

The Company processes certain customer payments

ordered on its e-commerce site through PayPal.

The note is being repaid through 52 weekly payments of $2,056.

The balance outstanding

at October 31, 2020 was $26,254.

Payable to Shopify Capital

August 2019, Rotor Riot entered into an agreement with Shopify Capital under which it sold $176,000 of “Purchased Receivables”

for total consideration of $160,000.

Shopify Capital is an affiliate of Shopify, Inc.

which provides sales software and services to the Company.

Company processes customer transactions ordered on its e-commerce site through Shopify which retained 14% of daily

receipts until a total of $176,000 was retained.

which provides sales software and services

to the Company.

The Company processes customer transactions ordered on its e-commerce site through Shopify which retained 14%

of daily receipts until a total of $176,000 was retained.

This note was repaid in May 2020.

In May 2020, Rotor Riot entered into a new

agreement with Shopify Capital under which it sold $158,200 of Purchased Receivables for total consideration of $140,000.

In May 2020, Rotor Riot entered into

a new agreement with Shopify Capital under which it sold $158,200 of Purchased Receivables for total consideration of $140,000.

Shopify retained 17% of daily receipts until a total of $158,200 was retained.

This note was repaid in October 2020.

2020, Rotor Riot entered into a new agreement with Shopify Capital under which it sold $209,050 of Purchased Receivables for total

consideration of $185,000.

Shopify will retain 17% of daily receipts until a total of $209,050 is retained.

The balance outstanding at July 31, 2020 was

Note Payable to Race Day Quads

During 2019, Rotor Riot purchased inventory

from Race Day Quads (“RDQ”), an online retailer of drone racing parts .

The owner of Race Day Quads acquired

a Membership Interest in Rotor Riot in March 2019.The balance owed at July 31, 2020 totaled $49,223.

Note 5 –

Shopify did not begin

withholding amounts under this Note until November 2020 as the prior Note was not repaid until the end of October 2020.

outstanding at October 31, 2020 was $209,050.

Payable to Race Day Quads

2019, Rotor Riot purchased inventory from Race Day Quads (“RDQ”), an online retailer of drone racing parts .

owner of Race Day Quads acquired a Membership Interest in Rotor Riot in March 2019.The balance owed at October 31, 2020 totaled

Payable to Aerocarve

During the three months ended October 31, 2020, the Company received

advances totaling $70,000 from Aerocarve, which is controlled by the Company’s Chief Executive Officer.

The parties agreed

that the funds would bear interest at 5% annually until repaid.

5 - Due to Related Party

BRIT, LLC, formally known as Brains Riding

in Tanks, LLC, was the largest shareholder of Rotor Riot.

Following the Merger, BRIT is a significant shareholder in the Company.

LLC, formally known as Brains Riding in Tanks, LLC, was the largest shareholder of Rotor Riot.

Following the Merger, BRIT is a

significant shareholder in the Company.

The controlling shareholder of BRIT is now employed in a management role with the Company.

Note Payable to BRIT, LLC

Under the terms of the Merger Agreement,

the Company issued a promissory note to BRIT, LLC in the principal amount of $175,000.

The promissory note bears interest at 4.75%

annually and provides for monthly principal payments of $3,500.

The outstanding principal amount and all accrued interest is due

on the earlier of (a) January 23, 2021 or (b) the closing of an equity offering by the Company of at least $3,500,000.

outstanding at July 31, 2020 totaled $164,260.

In addition, accrued interest totaled $5,010 at July 31, 2020.

Obligations of BRIT, LLC

BRIT incurred certain financial obligations

in support of the operations of Rotor Riot which the Company assumed responsibility to pay.

The total amount assumed

was $167,939.

These obligations bear interest at annual rates ranging

from 7.5% to 21.74%.

The outstanding balance totaled $168,944 at July 31, 2020.

Note 6 –

Payable to BRIT, LLC

the terms of the Merger Agreement, the Company issued a promissory note to BRIT, LLC in the principal amount of $175,000.

promissory note bears interest at 4.75% annually and provides for monthly principal payments of $3,500.

The outstanding principal

amount and all accrued interest is due on the earlier of (a) January 23, 2021 or (b) the closing of an equity offering by the

Company of at least $3,500,000.

The balance outstanding at October 31, 2020 totaled $161,547.

In addition, accrued interest on

the note totaled $6,422 at October 31, 2020.

incurred certain financial obligations in support of the operations of Rotor Riot which the Company assumed responsibility to

These obligations bear interest at annual rates ranging from 7.5% to 21.74%.

The outstanding balance totaled $168,229 at

October, 2020.

6 - Convertible Debentures

In November 2019 we issued a convertible note

in the principal amount of $300,000 to one accredited investor and in December 2019 we issued a convertible note in the principal

amount of $125,000 to a director and a convertible note in the principal amount of $25,000 to our chief executive officer (collectively,

the “Notes”).

The Notes have a term of 2 years and bear interest at a rate of 12% which accrues and is payable in full

when the Notes mature.

Interest on the Notes may be paid in cash or in shares of common stock of the Company at the Conversion

Price (as defined below).The Notes are convertible into shares of common stock at the holder’s sole discretion as follows:

(A) prior to consummating an equity financing which generates gross proceeds of not less than $3,000,000 (a “Qualified Offering”),

then at the 30 day volume weighted average of the closing price of a share of our common stock as listed or quoted on the market

in which the shares are then traded or listed, or (B) after we have consummated a Qualified Offering, at 40% of the price per share

of common stock sold in the Qualified Offering (the “Conversion Price”) .

We may, upon 10 business days advance notice,

elect to pre-pay the Note, including all accrued interest, in whole or in part, provided that any such prepayment prior to the

one-year anniversary of the Note issuance shall be at a price equal to 112% of the then outstanding original principal amount.

Upon an event of default, as described in the Notes, the outstanding principal and interest shall become immediately due and payable.

Additionally, under the Note, unless waived by the holder, the holder shall not be entitled to convert the Note if such conversion

would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock

of the Company on such date.

Based on the Company’s results since inception, both on an operating and capital raising basis,

we believe that it is more likely than not that the Company will not be able to complete an equity financing of at least $3,000,000

during the term of the Notes.

In addition, we do not believe that the Company will be able to pre-pay the Notes prior to the one

year anniversary of their issuance.

Based on these conclusions, the Company has not recognized a beneficial conversion feature

or a derivative liability in connection with the convertible debentures.

Note 7 - Income Taxes

Our operating subsidiary is incorporated

and based in Puerto Rico which is a commonwealth of the United States.

We are not subject to taxation by the United States as Puerto

Rico has its own taxing authority which passed the Export Services Act, also known as Act 20, in 2012.

Under Act 20, eligible businesses

are subject to a special corporate tax rate of 4%.

Since inception, we have incurred net losses in each year of operations.

current provision for the reporting periods presented in these financial statements consisted of a tax benefit against which we

applied a full valuation allowance, resulting in no current provision for income taxes.

In addition, there was no deferred provision

for any of these reporting periods.

At July 31, 2020 and April 30, 2020, we

had accumulated deficits of approximately $3,000,000 and $2,600,000, respectively.

Deferred tax assets related to the future benefit

of these net operating losses for tax purposes totaled approximately $120,000 and $104,000, respectively, based on the Act 20 rate

Currently, we focus on projected future taxable income in evaluating whether it is more likely than not that these

deferred assets will be realized.

Based on the fact that we have not generated an operating profit since inception, we have applied

a full valuation allowance against our deferred tax assets at July 31, 2020 and April 30, 2020.

Note 8 –

We are authorized to issue 500,000,000 shares

of common stock.

Each share of common stock is entitled to one vote.

Note 9 –

November 2019 we issued a convertible note in the principal amount of $300,000 to one accredited investor and in December 2019

we issued a convertible note in the principal amount of $125,000 to a director and a convertible note in the principal amount

of $25,000 to our chief executive officer (collectively, the “2019 Notes”).

In September and October 2020, the entire

$450,000 of 2019 Notes, plus accrued interest totaling $45,204, was converted into 710,445 shares of common stock.

The Notes had

a term of 2 years and accrued interest at an annual rate of 12% through the date of conversion.

October 2020, we closed a Convertible Note financing which generated gross proceeds of $600,000.

The Notes have a term of 2 years

and bear interest at a rate of 12% which accrues and is payable in full when the Notes mature.

Interest on the Notes may be paid

in cash or in shares of common stock of the Company at the Conversion Price (as defined below).The Notes are convertible into

shares of common stock at the holder’s sole discretion as follows:

(A) prior to consummating an equity financing which generates

gross proceeds of not less than $3,000,000 (a “Qualified Offering”), then at the 30 day VWAP of a share of our common

stock as listed or quoted on the market in which the shares are then traded or listed, or (B) after we have consummated a Qualified

Offering, at 40% of the price per share of common stock sold in the Qualified Offering (the “Conversion Price”).

may, upon 10 business days advance notice, elect to pre-pay the Note, including all accrued interest, in whole or in part, provided

that any such prepayment prior to the one-year anniversary of the Note issuance shall be at a price equal to 112% of the then

outstanding original principal amount.

Upon an event of default, as described in the Notes, the outstanding principal and interest

shall become immediately due and payable.

Additionally, under the Note, unless waived by the holder, the holder shall not be entitled

to convert the Note if such conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99%

of the outstanding shares of common stock of the Company on such date.

Based on the Company’s results since inception, both

on an operating and capital raising basis, we believe that it is more likely than not that the Company will not be able to complete

an equity financing of at least $3,000,000 during the term of the Notes.

In addition, we do not believe that the Company will

be able to pre-pay the Notes prior to the one-year anniversary of their issuance.

Based on these conclusions, the Company has

not recognized a beneficial conversion feature or a derivative liability in connection with the convertible debentures.

7 - Income Taxes

operating subsidiary is incorporated and based in Puerto Rico which is a commonwealth of the United States.

We are not subject

to taxation by the United States as Puerto Rico has its own taxing authority which passed the Export Services Act, also known

as Act 20, in 2012.

Under Act 20, eligible businesses are subject to a special corporate tax rate of 4%.

Since inception, we have

incurred net losses in each year of operations.

Our current provision for the reporting periods presented in these financial statements

consisted of a tax benefit against which we applied a full valuation allowance, resulting in no current provision for income taxes.

In addition, there was no deferred provision for any of these reporting periods.

October 31, 2020 and April 30, 2020, we had accumulated deficits of approximately $3,500,000 and $2,600,000, respectively.

Deferred tax assets related to the future benefit of these net operating losses for tax purposes totaled approximately

$140,000 and $104,000, respectively, based on the Act 20 rate of 4%.

Currently, we focus on projected future taxable

income in evaluating whether it is more likely than not that these deferred assets will be realized.

Based on the fact that

we have not generated an operating profit since inception, we have applied a full valuation allowance against our deferred

tax assets at October 31, 2020 and April 30, 2020.

Note 8 - Common Stock

common stock has a par value of $0.001 per share.

We are authorized to issue 500,000,000 shares of common stock.

Each share of

common stock is entitled to one vote.

9 - Preferred Stock

Our Series A Preferred Stock (“Series

A Stock”) is convertible to common stock at a ratio of 8.33 shares of common stock for each share of Series A Stock, and

votes together with the common stock on an as-converted basis.

The Series A Preferred Stock was originally issued under the Securities

Exchange Agreement, as further described in Note 1.

The Series A Stock was automatically converted into shares of common stock

upon the effectiveness of our reverse stock split in August 2019, except for 208,704 shares which were subject to a limitation

on the number of shares of common stock that can be held by the holder of those shares of Series A Stock.

Our Series B Preferred Stock (“Series

B Stock”) is convertible into common stock at a ratio of 0.8334 shares of common stock for each share of Series B Stock held

and votes together with the common stock on an as-converted basis.

The Series B Preferred Stock was originally issued under the

Exchange Agreement, as further described in Note 1.

Conversions of Series B Stock into Common Stock are as follows:

Series A Preferred Stock (“Series A Stock”) is convertible to common stock at a ratio of 8.33 shares of common stock

for each share of Series A Stock, and votes together with the common stock on an as-converted basis.

The Series A Preferred Stock

was originally issued under the Securities Exchange Agreement, as further described in Note 1.

The Series A Stock was automatically

converted into shares of common stock upon the effectiveness of our reverse stock split in August 2019, except for 208,704 shares

which were subject to a limitation on the number of shares of common stock that can be held by the holder of those shares of Series

Series B Preferred Stock (“Series B Stock”) is convertible into common stock at a ratio of 0.8334 shares of common

stock for each share of Series B Stock held and votes together with the common stock on an as-converted basis.

The Series B Preferred

Stock was originally issued under the Exchange Agreement, as further described in Note 1.

Conversions of Series B Stock into Common

Stock are as follows:

November 2019

December 2019

Note 10 - Warrants

In May 2019, as part of the Share Exchange

Agreement, we issued warrants to purchase 469,874 shares of common stock at an exercise price of $0.324 per share of common stock.

The value of these warrants was considered to be a nominal amount at the time of issuance.

In September 2019, we received $152,239

in connection with the exercise of these warrants.

We also assumed a fully vested, restricted stock unit agreement requiring the

issuance of 41,667 shares of common stock in May 2021, as well as a warrant to purchase 5,556 shares of common stock at an exercise

price of $60.00 per share.

10 - Warrants

September 2019, we received $152,239 in connection with the exercise of 469,874 warrants which had been issued in May 2019 as

part of the Share Exchange Agreement.

We also assumed a fully vested, restricted stock unit agreement requiring the issuance of

41,667 shares of common stock in May 2021, as well as a warrant to purchase 5,556 shares of common stock at an exercise price

of $60.00 per share.

This warrant expires in March 2021.

Note 11 –

In October 2020, the Company issued five-year

warrants to purchase a total of 399,998 shares in connection with the issuance

of $600,000 of convertible notes.

The warrants have an initial exercise price of $1.50 which may be reduced to (i) a 25% discount

of the price per share of Common Stock offered in a future qualified offering and also include a ratchet provision .

The warrants were valued at $267,999 using the multinomial lattice model and are considered derivative liabilities under ASC 815-40.

The following table presents the assumptions

used to estimate the fair values of the warrants:

October 31, 2020

Expected volatility

Expected dividends

Expected term

Risk-free interest rate

The following table summarizes the changes

in warrants outstanding issued to non-employees of the Company during the six months ended October 31, 2020.

Number of Warrants

Weighted Average Exercise Price

Weighted Average Grant Date Fair Value

Expiration Date (yrs)

Value if Exercised

Balance as of April 30, 2020

Cancelled/Expired

Outstanding as of October 31, 2020

11 - Share Based Awards

Effective August 2019, shareholders approved

the 2019 Equity Incentive Plan (the “Plan”) which allows us to incentivize key employees, consultants, and directors

with long term compensation awards such as stock options, restricted stock, and restricted stock units (collectively, the “Awards”).

The number of shares issuable in connection with Awards under the Plan may not exceed 8,750,000.

October 2019 Issuances

In October 2019, we issued options to purchase

350,000 shares of common stock valued at $477,500.

Options to purchase 200,000 shares vest ratably over a 2 year period and expire

in October 2029.

Options to purchase 150,000 shares vest ratably over a 3 year period and expire in October 2024.

All of the options

were issued at an exercise price of $2.10 which equaled the stock price on the date of issuance.

We used the Black-Scholes Model

to estimate the fair value of the stock options issued using the following assumptions:

August 2019, shareholders approved the 2019 Equity Incentive Plan (the “Plan”) which allows us to incentivize key

employees, consultants, and directors with long term compensation awards such as stock options, restricted stock, and restricted

stock units (collectively, the “Awards”).

The number of shares issuable in connection with Awards under the Plan may

not exceed 8,750,000.

2019 Issuances

October 2019, we issued options to purchase 350,000 shares of common stock valued at $477,500.

Options to purchase 200,000 shares

vest ratably over a two-year period and expire in October 2029.

Options to purchase 150,000 shares vest ratably over a three-year

period and expire in October 2024.

All of the options were issued at an exercise price of $2.10 which equaled the stock price

on the date of issuance.

We used the Black-Scholes Model to estimate the fair value of the stock options issued using the following

(i) expected volatility –

risk free interest rate –

75%, (ii) risk free interest rate –

1.59% or 1.74%, (iii) expected life –

5 or 10 years, and (iv) expected dividend yield of 0%.

January 2020 Issuances

In January 2020, we issued options to purchase

1,100,000 shares of common stock exercisable at $0.82 vesting quarterly over a 3 year period.

2020 Issuances

January 2020, we issued options to purchase 1,100,000 shares of common stock exercisable at $0.82 vesting quarterly over a three-year

These options were valued at $707,300.

We also issued options to purchase 147,475 shares of common stock exercisable at

These options were valued at $94,826 and

were vested in full upon issuance.

All of these options were issued at an exercise price which equaled the stock price on the date

We used the Black-Scholes Model to estimate the fair value of the stock options issued using the following assumptions:

These options were valued at $94,826 and were vested in full upon issuance.

All of these options were issued at an exercise

price which equaled the stock price on the date of issuance.

We used the Black-Scholes Model to estimate the fair value of the

stock options issued using the following assumptions:

(i) expected volatility –

1 unchanged sentence

1.74%, (iii) expected life –

10 years, and (iv)

expected dividend yield of zero.

Summary for three months ended July 31, 2020

Share based compensation expense

recognized in the three months ended July 31, 2020 was $107,061, of which $94,629 was included in general and administrative

expenses, $9,945 was included in research and development expenses, and $2,487 was included in operations expenses.

compensation expense recognized in the three months ended July 31, 2019.

Options exercisable as of January 31, 2020 totaled 330,809.

The remaining

weighted average contractual term of the options outstanding at October 31, 2019 was 8.98 years.

The aggregate intrinsic value

of outstanding options, representing the excess of the stock price at July 31, 2020 of $0.99 over the exercise price of each option,

was $212,071 at July 31, 2020.

Note 12 - Related-Party Transactions

Shares Issued for Services –

May 2019, we issued 1,570 shares of common stock valued at $70,000 to a shareholder for legal services provided to us.

2020, we issued 150,000 shares of common stock with a fair market value of $204,000 to a different law firm for services provided

Convertible Note Financing –

In December 2019, we completed a convertible note financing with a member of the Board of Directors for $125,000 and with our Chief

Executive Officer for $25,000.

10 years, and (iv) expected dividend yield of zero.

compensation expense for the three and six months ended October 31, 2020 was as follows:

General and administrative

Research and development

was no compensation expense recognized in the three months ended October 31, 2019.

exercisable as of October 31, 2020 totaled 572,476.

The remaining weighted average contractual term of the options outstanding

at October 31, 2020 was 8.73 years.

The aggregate intrinsic value of outstanding options, representing the excess of the stock

price at October 31, 2020 of $1.21 over the exercise price of each option, was $492,753.

Note 12 - Financial Instruments

The Company has financial instruments that

are considered derivatives or contain embedded features subject to derivative accounting related to 4 convertible notes issued

totaling $600,000 which included a ratchet provision in the conversion price of the lower of 1.00 or 25% discount of the price

per share of Common Stock offered in the Qualified offering and also include a ratchet provision.

Attached to these notes as additional

consideration was 399,998 5-year warrants with a conversion price of the lower of 1.50 or 25% discount of the price per share of

Common Stock offered in the Qualified offering and also include a ratchet provision.

Embedded derivatives are valued separately

from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet.

The Company measures

these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during

the period of change.

The Company has estimated the fair value of these embedded derivatives for convertible debentures and associated

warrants using a multinomial lattice model as of October 31, 2020.

The fair values of the derivative instruments are measured each

quarter, which resulted in a loss of $83,803 and derivative expense of $148,587 during the six and months ended October 31, 2020.

As of October 31, 2020, the fair market value of the derivatives aggregated $812,390, using the following assumptions:

2.00-5.00-year term, estimated volatility of 88.80-95.11%, and a discount rate of 0.13-0.33%.

Financial instruments measured at fair value on a recurring basis

at October 31, 2020, are summarized as follows:

Fair value of derivatives

13 - Related-Party Transactions

Issued for Services –

In May 2019, we issued 1,570 shares of common stock valued at $70,000 to a shareholder for legal services

provided to us.

In April 2020, we issued 150,000 shares of common stock with a fair market value of $204,000 to a different law

firm for services provided to us.

Note Financing –

In December 2019, we completed a convertible note financing with a member of the Board of Directors for

$125,000 and with our Chief Executive Officer for $25,000.

The same Board member invested $300,000 in the convertible note financing

completed in October 2020.

See Note 6 for details on the terms of the transaction.

Note 13 - Subsequent Events

Subsequent events have been evaluated

through the date of this filing and there are no subsequent events which require disclosure.

Payable to Aerocarve –

During the three

months ended October 31, 2020, the Company received advances totaling $70,000 from Aerocarve, which is controlled by the

Company’s Chief Executive Officer.

The parties agreed that the funds would bear interest at 5% annually until

14 - Subsequent Events

events have been evaluated through the date of this filing and there are no subsequent events which require disclosure except

as set forth below:

November 6, 2020, the Company completed the acquisition of Fat Shark Holdings which was paid through (i) the issuance of 5,227,223

shares of common stock with an agreed value of $5,750,000 (ii) a senior secured promissory note in the original principal amount

of $1,000,000 which matures on November 1, 2023, and (iii) a cash payment of $250,000 in cash.

The Share Purchase Agreement includes

indemnification provisions, a two year non-compete agreement, and registration rights for the shares issued in the transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements