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Note 3 – Business Combination | 6 Months Ended
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Oct. 31, 2024
Business Combination and Asset Acquisition [Abstract] |
Note 3 – Business Combination | Note 3 – Business Combination On September 4, 2024, the Company entered into an Asset Purchase Agreement (the “APA”) with FlightWave Aerospace Systems Corporation (the “Seller”) to broaden the Company’s range of drone products. The seller sold certain assets used in designing, developing, manufacturing, and selling long range, AI-powered UAVs for commercial use. Pursuant to the APA, the Company has acquired substantially all of the assets owned, controlled or used by the Seller for an aggregate purchase price of $14,000,000 worth of shares of the Company’s common stock, and as such, the asset purchase will be treated as a business combination. The purchase price is payable as follows:
| • | $7 million worth of the Company’s common stock issued on September 30, 2024, totaling 2,544,991 shares, equal to the VWAP on such date.
| • | $7 million worth of the Company’s common stock to be issued on December 31, 2024, at a price per share equal to the VWAP on such date, of which (i) $2 million will be payable to preferred shareholders of the Seller, and (ii) $5 million will be payable to common shareholders and option-holders of the Seller as set forth the APA.
The Company expects that the Goodwill recognized will be deductible for tax purposes. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized. The preliminary summary of the purchase price and its related allocation is as follows:
Shares issued |  | $ | 7,000,000 |
Acquisition consideration payable |  |  | 7,000,000 |
Total Purchase Price |  | $ | 14,000,000 |
Assets acquired |  |
Accounts receivable |  | $ | 155,000 |
Inventory |  |  | 297,630 |
Operating lease right-of-use assets |  |  | 128,433 |
Other assets |  |  | 69,480 |
Goodwill |  |  | 13,968,565 |
Total assets acquired |  |  | 14,619,108 |
Liabilities assumed |  |  |  |
Accounts payable and accrued expenses |  |  | 264,493 |
Customer deposits |  |  | 196,476 |
Operating lease liabilities |  |  | 158,139 |
Total liabilities assumed |  |  | 619,108 |
Total fair value of net assets acquired |  | $ | 14,000,000 |
The foregoing amounts reflect our current estimates of fair value as of the September 4, 2024 acquisition date. The Company expects to recognize fair values associated with the customer relationships acquired, as well as the FlightWave proprietary technology and 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 judgment. Supplemental Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on May 1, 2023. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The information below does not include the effects of finite-lived intangible assets to be evaluated.
|  | Six months ended October 31, 2024
|  |  | Consolidated |
Revenues |  | $ | 5,107,661 |
Net Loss |  |  | (26,882,328 | )
Loss per share – basic and diluted |  |  | (0.36 | )
|  | Six months ended October 31, 2023
|  |  | Consolidated |
Revenues |  | $ | 6,461,394 |
Net Loss |  |  | (12,499,977 | )
Loss per share – basic and diluted |  |  | (0.23 | )

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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