UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR ~~15 (d)~~

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterlyperiodendedJanuary 31, 2022

~~For the quarterly period ended September 30, 2017~~

ORor

☐	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR ~~15 (d)~~
	15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from ___________ to ___________

~~For the transition period from _______ to _______~~

Commission File ~~Number 814-00175~~Number: 000-31587

~~TimefireVR~~Red Cat Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	86-0490034
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)	~~Identification Number)~~
370 Harbour Drive
~~7600 E. Redfield Rd.~~Humacao, ~~#100, Building A~~Puerto Rico	00791
~~Scottsdale, AZ~~	~~85260~~
(Address of principal executive offices)	(Zip Code)

~~(888) 875-9928~~(833) 373-3228

(Registrant's telephone number, including area code)

__________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

RCAT

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☑ No ☐

~~Yes~~

☑

☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☑ No ☐

~~Yes~~

☑

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See definition of "large accelerated ~~filer,~~filer", "accelerated filer" and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☑
Emerging ~~Growth Company~~ growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Yes~~
☐
No
☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

~~Yes~~

☐

☑

As of ~~November 14, 2017,~~March 15, 2022, there were ~~47,269,804~~53,671,559 shares of the ~~registrant’s $.001 par value~~registrant's common stock ~~issued and~~ outstanding.

INDEX TO FORM 10-Q

PART I.	FINANCIAL INFORMATION	Page

Item 1.	~~Consolidated~~ Financial Statements:	3

	Unaudited ~~Condensed Consolidated~~ Balance Sheet as of ~~September 30, 2017~~January 31, 2022 and ~~Audited~~ Balance Sheet as of ~~December 31, 2016~~April 30, 2021	34

	Unaudited ~~Condensed Consolidated~~ Statements of Operations for the Three and Nine Months Ended ~~September 30, 2017~~January 31, 2022 and ~~2016~~2021	45

	Unaudited ~~Condensed Consolidated~~ Statements of Cash Flows for the Nine Months Ended ~~September 30, 2017~~January 31, 2022 and ~~2016~~2021	56

	~~Notes to Condensed Consolidated Financial Statements~~Unaudited Statement of Changes in Shareholders' Equity for the Three and Nine Months Ended January 31, 2022 and 2021	67

	Notes to Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1325

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1532

Item 4.	Controls and Procedures	1532

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	1633

Item 1A.	Risk Factors	1633

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1633

Item 3.	Defaults Upon Senior Securities	1633

Item 4.	Mine Safety Disclosures	1633

Item 5.	Other Information	1633

Item 6.	Exhibits	1733

SIGNATURES		1834

~~PART I - FINANCIAL INFORMATION~~

~~ITEM 1. FINANCIAL STATEMENTS~~

TIMEFIREVR INC.
(FORMERLY ENERGYTEK CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, December 31,
2017 2016
(Unaudited)
ASSETS
Current Assets:
Cash $ 2,021 $ 225,379
Escrow fund —   79,855
Accounts receivable 86 —
Deposit on contract —   75,000
Prepaid expenses and other current assets 157,500 119,545
Total current assets 159,607 499,779

Other Assets:
Property and equipment, net 29,279 38,735
Deposit 41,876 44,876
Total Assets $ 230,762 $ 583,390

LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 296,931 $ 34,450
Demand obligation payable - related party 90,000 —
Convertible notes payable 713,158 —
Convertible note payable - related party 100,000 —
Accrued interest 211,965 —
Short-term advance - related party 57,400 —
Total current liabilities 1,469,454 34,450

Long Term Liabilities:
Derivative liabilities 262,823 4,392,075
Total long term liabilities 262,823 4,392,075

Total liabilities 1,732,277 4,426,525

Commitments and Contingencies —   —

Mezzanine Equity
Preferred Series A stock, par value $.01 per share, 134,000 shares authorized; 133,334 shares issued and outstanding at September 30, 2017 and December 31, 2016. Stated at redemption value. 1,500,004 1,500,004

Shareholders' Equity/(Deficit):
Preferred Stock, par value $.01, 10,000,000 shares authorized all series:
Preferred Series A-1 stock, par value $.01 per share, 21,000 shares authorized; 14,923 and 20,371 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively 149 204
Preferred Series B stock, par value $.01 per share, 300,000 shares authorized; no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively —   —
Preferred Series C stock, par value $.01 per share, 502 and 615 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively 5 6
Common stock, par value $.001 per share, 500,000,000 shares authorized; 47,269,804 and 44,520,065 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively 47,270 44,520
Additional paid-in capital (738,877 ) (1,518,484 )
Accumulated deficit (2,310,066 ) (3,869,385 )
Total shareholders' equity/(deficit) (3,001,519 ) (5,343,139 )

Total Liabilities and Shareholders' Equity/(Deficit) $ 230,762 $ 583,390

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


RED CAT HOLDINGS
Consolidated Balance Sheets
(Unaudited)

		January 31,			April 30,
		2022			2021
ASSETS
Current Assets
Cash	$	7,111,527		$	277,347
Marketable securities		48,446,302			—
Accounts receivable, net		891,505			321,693
Inventory		2,339,680			362,072
Other		2,234,583			678,898
Due from related party		225,539			—
Total Current Assets		61,249,136			1,640,010

Goodwill		26,029,750			8,017,333
Intangible assets, net		1,983,192			2,032,169
Property and equipment, net		262,859			—
Other		35,907			3,853
Operating lease right-of-use assets		823,838			—
Total Long Term Assets		29,135,546			10,053,355

TOTAL ASSETS		90,384,682			11,693,365

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		521,139			541,903
Accrued expenses		1,493,691			614,050
Debt obligations - short term		1,127,596			269,045
Due to related party		41,622			390,209
Customer deposits		336,621			46,096
Operating lease liabilities		261,369			—
Warrant derivative liability		1,350,099			2,812,767
Total Current Liabilities		5,132,137			4,674,070

Operating lease liabilities		573,165			—
Debt obligations - long term		1,339,132			—
Note payable to related party		—			1,753,000
Total Long Term Liabilities		1,912,297			1,753,000
Commitments and contingencies

Stockholders' Equity
Series A Preferred Stock - shares authorized 2,200,000; outstanding 0 and 158,704		—			1,587
Series B Preferred Stock - shares authorized 4,300,000; outstanding 986,676 and 1,968,676		9,867			19,687
Common stock - shares authorized 500,000,000; outstanding 53,637,971 and 29,431,264		53,638			29,431
Additional paid-in capital		105,947,703			21,025,518
Accumulated deficit		(22,673,118	)		(15,809,928	)
Accumulated other comprehensive income		2,158			—
Total Stockholders' Equity		83,340,248			5,266,295
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		90,384,682			11,693,365


See accompanying notes.

TIMEFIREVR INC.
(FORMERLY ENERGYTEK CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2017 2016 2017 2016

Revenues $ 340 $ —   $ 828 $ 203,640
Cost of sales 102 —   248 —
Gross profit 238 —   580 203,640

Operating expenses:
Research and development 110,125 205,503 903,017 544,235
Occupancy 20,507 10,114 63,849 27,595
Depreciation and amortization 3,152 3,152 9,455 9,147
Officer compensation 108,864 105,875 571,779 105,875
Professional fees 89,457 259,381 733,823 264,209
Other operating expenses 1,783 8,513 35,624 15,281
Total operating expenses 333,888 592,538 2,317,547 966,342

Loss from operations (333,650 ) (592,538 ) (2,316,967 ) (762,702 )

Other income (expense):
Change in fair value of derivative 114,191 —   4,129,252 —
Interest income —   —   2 —
Interest expense (108,774 ) (4,286 ) (252,968 ) (10,399 )
Total other income (expense) 5,417 (4,286 ) 3,876,286 (10,399 )

Income/(loss) before income taxes (328,233 ) (596,824 ) 1,559,319 (773,101 )

Income tax expense —   —   —   —

Net income/(loss) (328,233 ) (596,824 ) 1,559,319 (773,101 )

Accretion on Series A preferred stock —   (397,591 ) —   (397,591 )

Net loss attributed to common shareholders $ (328,233 ) $ (994,415 ) $ 1,559,319 $ (1,170,692 )

Basic net income/(loss) per common share $ (0.01 ) $ (0.02 ) $ 0.03 $ (0.03 )
Diluted net income/(loss) per common share $ (0.01 ) $ (0.02 ) $ 0.02 $ (0.03 )

Basic weighted average common shares outstanding 47,269,804 41,569,112 46,135,441 41,456,782

Diluted weighted average common shares outstanding 47,269,804 41,569,112 69,561,595 41,456,782

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


RED CAT HOLDINGS
Consolidated Statements Of Operations
(Unaudited)

	Three months ended January 31,						Nine months ended January 31,
	2022			2021			2022			2021
Revenues	$	1,856,751		$	2,145,988		$	5,116,741		$	3,122,077

Cost of goods sold		1,516,970			1,576,265			4,521,974			2,351,153

Gross Margin		339,781			569,723			594,767			770,924

Operating Expenses
Operations		334,278			146,539			794,390			353,295
Research and development		811,288			167,968			1,548,983			341,892
Sales and marketing		238,624			48,719			524,642			97,534
General and administrative		1,337,183			499,155			3,264,071			929,874
Stock based compensation		782,123			854,195			2,066,146			1,068,317
Total operating expenses		3,503,496			1,716,576			8,198,232			2,790,912
Operating loss		(3,163,715	)		(1,146,853	)		(7,603,465	)		(2,019,988	)

Other Expense (Income)
Derivative expense		—			4,481,701			—			4,630,288
Change in fair value of derivative liability		(1,026,466	)		3,350,135			(1,299,527	)		3,433,938
Investment income, net		363,760			—			402,207			—
Interest expense		46,596			—			109,712			—
Other, net		17,212			5,571			47,333			5,571
Other Expense (Income)	$	(598,898	)	$	7,837,407		$	(740,275	)	$	8,069,797

Net loss	$	(2,564,817	)	$	(8,984,260	)	$	(6,863,190	)	$	(10,089,785	)

Loss per share - basic and diluted	$	(0.05	)	$	(0.34	)	$	(0.15	)	$	(0.46	)

Weighted average shares outstanding - basic and diluted		53,592,927			26,232,755			46,604,898			22,161,745

TIMEFIREVR INC.
(FORMERLY ENERGYTEK CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended
September 30, September 30,
2017 2016

Operating Activities:
Net income/(loss) $ 1,559,319 $ (773,101 )
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization 9,455 9,147
     Common stock issued for services 242,500 —
     Options issued for services 411,109 —
     Change in derivative liability (4,129,252 ) —
     Restricted stock units issued for services 128,693 78,472
     Interest expense from amortization of debt discount 40,658 —
     Deferred rent 3,553 —
Changes in operating assets and liabilities:
     Accounts receivable (86 ) —
     Prepaid expenses and other current assets (37,955 ) (7,971 )
     Deferred contracted software development costs - related party —   55,938
     Escrow fund 79,855 (214,750 )
     Deposits 78,000 (44,876 )
     Accrued interest 211,965 8,040
     Accounts payable and accrued expenses 258,928 2,112
     Unearned revenue - related party —   (156,000 )
Net Cash Used in Operating Activities (995,858 ) (1,042,989 )

Investing Activities:
     Purchases of property and equipment —   (8,737 )
     Cash acquired in merger —   420
Net Cash Used in Investing Activities —   (8,317 )

Financing Activities:
     Capital contributions —   325,000
     Proceeds from sale of Series A Preferred stock —   1,500,004
     Proceeds from notes payable —   25,000
     Payments on notes payable —   (27,500 )
     Demand obligation payable - related party 90,000 —
     Short-term advance - related party 57,400 —
     Net proceeds from convertible notes payable 677,500 —
     Net proceeds from convertible notes payable - related party 95,000 —
Net Cash Provided by Financing Activities 772,500 1,822,504

Net Increase in Cash (223,358 ) 771,198

Cash - Beginning of Period 225,379 3,165

Cash - End of Period $ 2,021 $ 774,363

Supplemental disclosure of non-cash investing and financing activities:
Conversion of Series C Preferred stock to common stock $ 1,130 $ 1,000
Conversion of Series A-1 Preferred stock to common stock $ 545 $ —

Supplemental disclosure of cash flow information:
Interest paid in cash $ 346 $ 1,268
Income taxes paid in cash $ —   $ —

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


RED CAT HOLDINGS
Condensed Consolidated Cash Flows Statements
(Unaudited)

	Nine months ended January 31,
	2022			2021
Cash Flows from Operating Activities
Net loss	$	(6,863,190	)	$	(10,089,785	)
Stock based compensation		2,066,146			1,068,317
Common stock issued for services		250,400			—
Amortization of intangible assets		48,978			5,571
Depreciation		17,888			—
Change in fair value of derivative		(1,299,527	)		3,433,938
Amortization of debt discount		—			79,187
Derivative expense		—			4,630,288
Adjustments to reconcile net loss to net cash from operations:
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		(470,765	)		(63,255	)
Inventory		(673,297	)		(405,987	)
Other		(3,492,145	)		(118,613	)
Operating lease right-of-use assets and liabilities		10,696			—
Customer deposits		227,532			32,967
Accounts payable		(1,673,545	)		345,227
Accrued expenses		(190,444	)		165,129
Net cash used in operating activities		(12,041,273	)		(917,016	)

Cash Flows from Investing Activities
Cash acquired through acquisitions		24,866			—
Payment for acquisition, net of cash acquired		—			(48,368	)
Purchases of property and equipment		(92,581	)		—
Proceeds from sale of marketable securities		6,250,322			—
Purchases of marketable securities		(54,696,624	)		—
Net cash used in investing activities		(48,514,017	)		(48,368	)

Cash Flows from Financing Activities
Proceeds from exercise of warrants		99,999			—
Proceeds from related party obligations		—			79,000
Payments under related party obligations		(1,969,193	)		(17,140	)
Proceeds from debt obligations		—			424,419
Payments under debt obligations		(694,738	)		(365,911	)
Proceeds from convertible debentures		—			1,080,000
Payments of taxes related to restricted stock vesting		(113,959	)		—
Proceeds from issuance of common stock, net		70,065,203			—
Net cash provided by financing activities		67,387,312			1,200,368

Effect of foreign exchange rate changes on cash		2,158			—

Net increase in Cash		6,834,180			234,984
Cash, beginning of period		277,347			236,668
Cash, end of period		7,111,527			471,652

Cash paid for interest		27,563			—
Cash paid for income taxes		—			—

Non-cash transactions
Fair value of shares issued in acquisitions	$	12,727,292		$	6,351,076
Taxes related to net shares settlement of equity awards	$	522,628		$	—
Conversion of derivative liability	$	163,141		$	—
Financed purchases of property and equipment	$	144,383		$	—
Indirect payment to related party	$	132,200		$	—
Conversion of preferred stock into common stock	$	11,407		$	—
Shares withheld as payment of note receivable	$	5,100		$	—
Issuance of Note Payable - Related Party in acquisition	$	—		$	1,753,000
Conversion of Notes into common stock	$	—		$	450,000
Conversion of accrued interest into common stock	$	—		$	45,024


See accompanying notes.

~~TIMEFIREVR INC.~~

~~(FORMERLY ENERGYTEK CORP.)~~


RED CAT HOLDINGS
Consolidated Stockholders' Equity Statements
(Unaudited)

	Series A						Series B						Common Stock						Additional					Accumulated Other
	Preferred Stock						Preferred Stock												Paid-in		Accumulated			Comprehensive		Total
	Shares			Amount			Shares			Amount			Shares			Amount			Capital		Deficit			Income (Loss)		Equity
Balances, April 30, 2020		208,704		$	2,087			3,681,623		$	36,816			20,011,091		$	20,011		$	4,043,837	$	(2,573,753	)	$	—	$	1,528,998

Stock based compensation																				107,061							107,061

Net Loss					—						—						—			—		(383,244	)		—		(383,244	)

Balances, July 31, 2020		208,704		$	2,087			3,681,623		$	36,816			20,011,091		$	20,011		$	4,150,898	$	(2,956,997	)	$	—	$	1,252,815

Conversion of debt														710,444			711			494,314							495,025

Stock based compensation																				107,061							107,061

Net loss					—						—						—			—		(722,281	)		—		(722,281	)

Balances, October 31, 2020		208,704		$	2,087			3,681,623		$	36,816			20,721,535		$	20,722		$	4,752,273	$	(3,679,278	)	$	—	$	1,132,620

Acquisition of Fat Shark														5,227,273			5,227			6,345,849							6,351,076

Conversion of preferred stock		(50,000	)		(500	)		(954,741	)		(9,547	)		1,212,118			1,212			8,835							—

Stock based compensation																				854,195							854,195

Net loss					—						—						—			—		(8,984,260	)		—		(8,984,260	)

Balances, January 31, 2021		158,704		$	1,587			2,726,882		$	27,269			27,160,926		$	27,161		$	11,961,152	$	(12,663,538	)	$	—	$	(646,369	)

Balances, April 30, 2021		158,704		$	1,587			1,968,676		$	19,687			29,431,264		$	29,431		$	21,025,518	$	(15,809,928	)	$	—	$	5,266,295

Acquisition of Skypersonic														685,321			685			2,630,955							2,631,640

Public offerings, net of $5,959,800 of issuance costs														17,333,334			17,333			70,022,871							70,040,204

Exercise of warrants														66,666			67			263,073							263,140

Conversion of preferred stock								(982,000	)		(9,820	)		818,333			818			9,002							—

Stock based compensation														62,500			63			384,023							384,086

Shares issued for services														91,667			92			191,908							192,000

Currency translation adjustments																									922		922

Net loss					—						—						—			—		(1,557,772	)		—		(1,557,772	)

Balances, July 31, 2021		158,704		$	1,587			986,676		$	9,867			48,489,085		$	48,489		$	94,527,350	$	(17,367,700	)	$	922	$	77,220,515

Acquisition of Skypersonic														21,972			22			84,350							84,372

Acquisition of Teal Drones														3,588,272			3,588			10,007,691							10,011,279

Conversion of preferred stock		(158,704	)		(1,587	)								1,321,966			1,322			265							—

Stock based compensation														243,615			244			899,693							899,937

Shares issued for services														20,000			20			58,380							58,400

Currency translation adjustments																									669		669

Net loss					—						—						—			—		(2,740,601	)		—		(2,740,601	)

Balances, October 31, 2021		—		$	—			986,676		$	9,867			53,684,910		$	53,685		$	105,577,729	$	(20,108,301	)	$	1,591	$	85,534,571

Stock based compensation														(46,939	)		(47	)		369,974							369,927

Currency translation adjustments																									567		567

Net loss					—						—						—			—		(2,564,817	)		—		(2,564,817	)

Balances, January 31, 2022		—		$	—			986,676		$	9,867			53,637,971		$	53,638		$	105,947,703	$	(22,673,118	)	$	2,158	$	83,340,248

RED CAT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Summary of Significant Accounting Policies and Use of Estimates~~

~~Basis of Presentation~~January 31, 2022 and ~~Organization and Reorganization~~2021

TimefireVR Inc. (“Timefire” or the “Company”), formerly EnergyTek Corp., is a Nevada corporation. Effective September 13, 2016, TimefireVR Inc. entered into an Agreement and Plan of Merger ("Merger Agreement") through which it acquired Timefire, LLC, a Phoenix-based virtual reality content developer that is an Arizona Limited Liability Company. As consideration for the merger, the Company issued the equity holders of Timefire, LLC a total of 41,400,000 shares of its common stock, and 2,800,000 five year warrants exercisable at $0.58 per share for 100% of the membership interests of Timefire, LLC. As a result, the former members of Timefire, LLC owned approximately 99% of the then outstanding shares of common stock.(unaudited)

For accounting purposes, the transaction has been recorded as a reverse recapitalization, with Timefire, LLC as the accounting acquirer. Consequently, the historical pre-merger financial statements of Timefire, LLC are now those of the Company. The 41,400,000 shares of common stock issued in the transaction are shown as outstanding for all periods presented in the same manner as a stock split. The accompanying consolidated financial statements reflect the consolidated operations of the Company from September 13, 2016.

On November 14, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to change the Company's name to TimefireVR Inc. and implement a reverse stock split of its common stock at a ratio of one-for-10. The resulting par value difference was charged to additional paid in capital. The name change and reverse stock split each became effective November 21, 2016.

~~Unaudited Interim Financial Statements~~

~~The~~Our unaudited interim condensed consolidated financial statements ~~of the Company as of September 30, 2017~~ and ~~2016, and for the periods then ended,~~accompanying notes are prepared in accordance with the instructions to Form 10-Q. Accordingly, the accompanying condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2017 and the results of its operations and its cash flows for the periods ended September 30, 2017 and 2016. These results are not necessarily indicative of the results expected for the year ended December 31, 2017. The financial statements should be read in conjunction with the latest annual financial statements filed with the Securities and Exchange Commission on Form 10-K. The balance sheet as of December 31, 2016 has been derived from the audited financial statements included in that filing.

~~Principles of Consolidation~~

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee's activities are accounted for using the equity method where applicable.

~~Accounting Estimates~~

~~The preparation of financial statements in conformity~~ 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, 2021 of Red Cat Holdings, Inc. (the "Company"), filed with the Securities and Exchange Commission ("SEC") on August 12, 2021.

Note 1 - The Business

Red Cat Holdings ("Red Cat" or the "Company") was originally incorporated in February 1984. Since April 2016, the Company's primary business has been to provide products, services and solutions to the drone industry which it presently does through its four wholly owned subsidiaries. Teal Drones is a leader in commercial and government Unmanned Aerial Vehicles (UAV) technology. Fat Shark Holdings is a provider of First Person View (FPV) video goggles. Rotor Riot sells FPV drones and equipment, primarily to the consumer marketplace. Skypersonic provides software and hardware solutions that enable drones to complete inspection services in locations where GPS (global positioning systems) are not available, yet still record and transmit data even while being operated from thousands of miles away.

Corporate developments since January 1, 2020 include:

Rotor Riot Acquisition

In January 2020, the Company consummated a Merger Agreement under which Rotor Riot Acquisition Corp, a wholly owned 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 Riot.

Following the closing, the Company's management controlled the operating decisions of the combined company. Accordingly, we accounted for the transaction as an acquisition of Rotor Riot by the Company. Based on purchase price accounting, we 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 acquisition date values of the purchase consideration, assets acquired, and liabilities assumed. The shares issued were valued at $1,820,114 (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). A summary of the purchase price and its related allocation is as follows:

Shares issued	$	1,820,114
Promissory note issued		175,000
Total Purchase Price	$	1,995,114

Assets acquired
Cash		21,623
Accounts receivable		28,500
Other assets		3,853
Inventory		127,411
Trademark		20,000
Brand name		578,000
Customer relationships		39,000
Total assets acquired		818,387
Liabilities assumed
Accounts payable and accrued expenses		171,651
Notes payable		209,799
Due to related party		197,846
Total liabilities assumed		579,296
Total fair value of net assets acquired		239,091
Goodwill	$	1,756,023

The final purchase price allocation was determined by an independent valuation services firm. Customer Relationships with a value of $39,000 are being amortized over 7 years. The carrying value of Brand Name is not being amortized but will be reviewed quarterly and formally evaluated at the end of each fiscal year.

Fat Shark Acquisition

In November 2020, the Company closed a share purchase agreement ("Share Purchase Agreement") with the sole shareholder of Fat Shark Holdings ("Fat Shark"), to acquire all of the issued and outstanding shares of Fat Shark and its subsidiaries. The transaction was valued at $8,354,076 based on (i) the issuance of 5,227,273 shares of common stock with a value of $6,351,076 on the date of closing (ii) a senior secured promissory note in the original principal amount of $1,753,000, and (iii) a cash payment of $250,000. The Share Purchase Agreement includes indemnification provisions, a two year non-compete agreement, and registration rights for the shares issued in the transaction. A summary of the purchase price and its related allocation is as follows:

Shares issued	$	6,351,076
Promissory note issued		1,753,000
Cash		250,000
Total Purchase Price	$	8,354,076

Assets acquired
Cash		201,632
Accounts receivable		249,159
Other assets		384,232
Inventory		223,380
Brand name		1,144,000
Proprietary technology		272,000
Non-compete agreement		16,000
Total assets acquired		2,490,403
Liabilities assumed
Accounts payable and accrued expenses		279,393
Customer deposits		25,194
Total liabilities assumed		304,587
Total fair value of net assets acquired		2,185,816
Goodwill	$	6,168,260

The final purchase price allocation was determined by an independent valuation services firm. Intangible assets included proprietary technology and non-compete agreement which are being amortized over 5 and 3 years, respectively. The carrying value of Brand Name is not being amortized but will be reviewed quarterly and formally evaluated at the end of each fiscal year.

Skypersonic Acquisition

In February 2021, the Company entered into Share Purchase and Liquidity Event Agreements (the "Skypersonic Agreements") with the founder and majority shareholder of Skypersonic, Inc., ("Skypersonic") and the holders of common stock and equity based agreements representing 97.46% of Skypersonic (the "Sellers"), pursuant to which, subject to the satisfaction of certain closing conditions, the Company would acquire all of the issued and outstanding share capital of Skypersonic for an aggregate of $3,000,000 in shares (the "Share Consideration") of the Company's common stock, based upon the VWAP of the Company's common stock at closing of the transaction (the "Skypersonic Transaction"). Prior to the closing, the Company provided $75,000 to fund operating costs of Skypersonic. This amount was capitalized as part of the purchase price. The transaction closed on May 7, 2021 and was paid through the issuance of 857,124 shares of common stock which had a fair market value of $3,291,356. Fifty (50%) percent of the Share Consideration (the "Escrow Shares") was deposited in an escrow account as security for indemnification obligations and any purchase price adjustments due to working capital deficiencies and any other claims or expenses. Under the Skypersonic Agreements, closing date working capital deficits in excess of $300,000 resulted in a reduction of the Share Consideration on a dollar of dollar basis. In October 2021, the Company and Skypersonic agreed to a reduction in the purchase price of $601,622 which resulted in the cancellation of 149,829 shares held in escrow. A revised summary of the purchase price and its related allocation is as follows:

Shares issued	$	2,716,013
Cash		75,000
Total Purchase Price	$	2,791,013

Assets acquired
Cash		13,502
Accounts receivable		51,083
Other assets		12,950
Inventory		50,556
Total assets acquired		128,091
Liabilities assumed
Accounts payable and accrued expenses		1,054,997
Total liabilities assumed		1,054,997
Total fair value of net assets acquired		(926,906	)
Goodwill	$	3,717,919

The foregoing amounts reflect our current estimates of fair value as of the May 7, 2021 acquisition date. The Company has engaged an independent valuation services firm to complete a formal evaluation of the acquisition. The Company expects to recognize fair values associated with the customer relationships acquired, as well as the Skypersonic brand name. When the valuation project is completed, the Company may make adjustments to the opening balance sheet. 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.

Teal Drones Acquisition

On August 31, 2021, the Company closed the acquisition of Teal Drones Inc., (“~~U.S. GAAP”~~Teal”) pursuant to an Agreement and Plan of Merger by and among, the Company Teal Acquisition I Corp., (“Acquisition”) and wholly-owned subsidiary of the Company, and Teal, (the “Merger Agreement” or “Merger”).

Pursuant to the Merger Agreement, we acquired all of the issued and outstanding share capital of Teal in exchange for $14,000,000 of our common stock (“Common Stock”) at the Volume Weighted Average Price (VWAP) of our Common Stock for the 20 trading days ended August 31, 2021 of $2.908 per share, reduced by the amount of Teal debt assumed consisting of approximately $1.67 million payable to DA4, and approximately $1,457,000 in working capital deficit, for a net closing date payment of $10,872,753. At closing, we issued 3,738,911 shares of Common Stock (the “Stock Consideration”) with a fair market value of $10,431,562. Fifteen (15%) of the Share Consideration (the “Escrow Shares”) was deposited in an escrow account for a period of eighteen (18) months as security for indemnification obligations, any purchase price adjustments due to working capital deficiencies and any other claims or expenses. In December 2021, the Company and Teal agreed to a reduction in the purchase price of $438,058 which resulted in the cancellation of 150,639 shares held in escrow. The fair market value of the cancelled shares was $420,283. The Stock Consideration may be increased if Teal attains certain revenue levels in the twenty four (24) month period following the closing. The additional consideration begins at $4 million if sales total at least $18 million and ends at $16 million if sales total $36 million.

A revised summary of the purchase price and its related allocation is set forth below.

Total Purchase Price - shares issued

10,011,279

Assets acquired
Cash		11,364
Accounts receivable		47,964
Other current assets		15,085
Other assets		48,595
Inventory		1,253,755
Total assets acquired		1,376,763
Liabilities assumed
Accounts payable and accrued expenses		1,143,899
Customer deposits		1,766,993
Notes payable		2,749,091
Total liabilities assumed		5,659,983
Total fair value of net assets acquired		(4,283,220	)
Goodwill	$	14,294,499

The foregoing amounts reflect our current estimates of fair value as of the August 31, 2021 acquisition date. The Company has engaged an independent valuation services firm to complete a formal evaluation of the acquisition. The Company expects to recognize fair values associated with the customer relationships acquired, as well as the Teal brand name but has not yet accumulated sufficient information to assign such values. When the valuation project is completed, the Company may make adjustments to the opening balance. 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.

On August 31, 2021, Teal entered into an Amended and Restated Loan and Security Agreement with Decathlon Alpha IV, L.P. (“DA4”) (the “Loan Agreement”) in the amount of $1,670,294 (the “Loan”), representing the outstanding principal amount previously due and owing by Teal to DA4. Interest on the Loan accrues at a rate of ten (10%) percent per annum. Principal and interest under the term Loan is payable monthly in an amount equal to $49,275 until maturity on December 31, 2024. The Company assumed the Loan Agreement in connection with the acquisition.

Note 2 - Summary of Significant Accounting Policies

Basis of Accounting - The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles ("GAAP").

Principles of Consolidation - Our condensed consolidated financial statements include the accounts of our operating subsidiaries, Teal Drones, Fat Sharking Holdings, Rotor Riot, and Skypersonic. 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, ~~and~~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 ~~materially~~ differ from those estimates. Significant estimates reflected in these financial statements include those used to (i) determine stock based compensation, (ii) complete purchase price accounting for acquisitions, and (iii) accounting for derivatives.

Cash and Cash Equivalents- At January 31, 2022, we had cash of $7,111,527 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.

Marketable Securities– Our marketable securities have been classified and accounted for as available-for-sale securities. Our investment manager can sell any of our investment holdings at any time, and therefore, we have classified our marketable securities as short term. Our available-for-sale securities are carried at fair value, with unrealized gains and losses reported within investment income in our consolidated statements of operations.

We have elected to present accrued interest receivable separately from marketable securities on our consolidated balance sheets. Accrued interest receivable was $393,543 as of January 31, 2022 and was included in other current assets. We did not write off any accrued interest receivable during the three months ended January 31, 2022.

Accounts Receivable, net - Accounts receivable are recorded at the invoiced amount less allowances for doubtful accounts. The Company's estimate of the allowance for doubtful accounts is based on a multitude of factors, including historical bad debt levels for its customer base, past experience with a specific customer, the economic environment, and other factors. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected.

Inventories – Inventories, which consist of raw materials, work-in-process, and finished goods, are stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. Cost components include direct materials and direct labor, as well as in-bound freight. At each balance sheet date, the Company ~~include accounting~~evaluates ending inventories for ~~depreciation~~excess quantities and ~~amortization, derivative liability, accruals and contingencies,~~obsolescence.

Goodwill- Goodwill represents the ~~fair value~~excess of ~~Company common stock and~~the purchase price of an acquisition over the estimated fair value of ~~warrants.~~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.

~~Revenue Recognition~~

~~The Company uses Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 605 for revenue recognition. The Company recognizes revenue when it is realized~~We perform an impairment test at the end of each fiscal year, or ~~realizable~~more frequently if indications of impairment arise. We have a single reporting unit, and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured.

~~Cash and Cash Equivalents~~

~~The Company considers all highly liquid instruments, with original maturity of three months or less when purchased, to be cash equivalents.~~

~~Escrow Fund~~

Pursuant to the Series A Preferred Stock Securities Purchase Agreement ("SPA") (see Note 7), the Company was required to hold an initial amount of $215,000 in cash in escrow. The cash is restricted to be used for certain expenses as defined in the SPA. On March 3, 2017, the Company received financing via notes payable (see Note 4). Per the terms of those notes, the Company was required to put $100,000 of the proceeds into the escrow account. As of September 30, 2017, $315,000 has been disbursed from the escrow account, leaving a remaining balance of $0.

~~Property and Equipment~~

Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred.

~~The estimated useful lives of property and equipment are:~~

~~Office furniture and equipment 5 years~~

~~Impairment of Long-Lived Assets and Amortizable Intangible Assets~~

~~The Company follows ASC 360-10,~~~~"Property, Plant, and Equipment,"~~ ~~which established a~~~~"primary asset"~~ approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewedconsequently, evaluate goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

~~Business Segments~~

~~ASC 280,~~~~"Segment Reporting"~~ ~~requires use of the~~~~"management approach"~~ ~~model for segment reporting. The management approach model is~~ based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of September 30, 2017.

~~Income Taxes~~

~~The Company accounts for income taxes under FASB ASC 740,~~ ~~Income Taxes~~. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

~~Stock-Based Compensation~~

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the financial statements over the period during which such awards vest. Stock-based compensation arrangements include stock options and restricted stock awards.

~~Equity instruments (“instruments”) issued to non-employees are recorded on the basis~~an evaluation of the fair value of the ~~instruments,~~Company as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The measured fair value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505.

~~Net Income/(Loss) Per Share~~whole.

~~Basic earnings per share does not include dilution and is computed by dividing loss available to common stockholders by~~Leases - Effective August 1, 2021, the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive. As of September 30, 2017 and 2016, there were total shares of 23,426,154 and 22,119,943, respectively, issuable upon conversion of preferred stock, exercise of warrants and options.

~~Fair Value Measurements~~

~~ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.~~

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

~~Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);~~

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

~~Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).~~

~~Financial instruments classified as Level 1 - quoted prices in active markets include cash.~~

These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2017. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses.

~~Derivative Liability~~

~~The~~ Company issued common stock warrants in September 2016 in conjunction with the Merger Agreement and the Securities Purchase Agreement. Additional warrants were issued in March and August 2017 as part of private placement offerings (see Note 4). In accordance withadopted Accounting Standards Codification ~~(“ASC”) 480,~~ ~~Distinguishing Liabilities from Equity~~ (“(ASC) 842 titled “Leases” which requires the recognition of assets and liabilities associated with lease agreements. The Company adopted ASC ~~480”),~~842 on a modified retrospective transition basis which means that it will not restate financial information for any periods prior to August 1, 2021. Upon adoption, the ~~fair value of these warrants is classified as~~Company recognized a lease liability ~~on the Company’s Condensed Consolidated Balance Sheets because, according to the warrants' terms, a fundamental transaction could give rise to an~~ obligation of ~~the Company to pay cash to certain warrant holders~~$796,976 and the Company has concluded that the remaining warrants are not indexed to the Company’s common stock. Corresponding changes in the fair value of the warrants are recognized in earnings on the Company’s Consolidated Statements of Operations in each subsequent period.

~~The fair value of the warrants at September 30, 2017 and December 31, 2016 was $262,823 and $4,392,075, respectively. The difference has been recorded as~~ a ~~change in change in fair value of derivative.~~

~~Going Concern~~

The Company has incurred losses since inception and requires additional funds for future operating activities. The Company’s selling activity has not reached a level of revenue sufficient to fund its operating activities. These factors create an uncertainty as to how the Company will fund its operations and maintain sufficient cash flow to operate as a going concern. The combination of these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in response to these factors include the issuances of debt in exchange for cash such as that which is described in Note 9, Subsequent Events.

The Company’s ability to meet its cash requirements in the next year is dependent upon obtaining additional financing. If this is not achieved, the Company will be unable to obtain sufficient cash flow to fund its operations and obligations, and as a result there is substantial doubt the Company will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, and accordingly, do not include any adjustments relating to the recoverability and classification of recordedright-of-use asset ~~amounts; nor do they include adjustments to the amounts and classification of liabilities that might be necessary should the Company be unable to continue operations or be required to sell its assets.~~

~~Reverse Recapitalization~~

~~The Company accounted~~ for the Merger Agreement with Timefire as a reverse recapitalization, with Timefire being the accounting acquirer. In its determination that Timefire was the accounting acquirer, the Company considered pertinent facts and circumstances, including the following: (i) the Timefire owners received the largest portion of the voting rights of the combined entity; (ii) the management team of the combined entity is primarily comprised of owners or management of Timefire; (iii) the Board of Directors of the combined entity is primarily comprised of owners, management or affiliates of Timefire; (iv) the continuing business of the combined entity will be the business of Timefire.same amount.

~~Convertible Notes Payable~~

On March 6, 2017, the Company closed on a private placement offering with institutional investors and one director (the "Investors") pursuant to which the Company issued and sold the Investors Senior Convertible Notes (the “Notes”) in the aggregate principal amount of $750,000, with an original issue discount of 5%, for gross proceeds to the Company of $712,500 prior to payment of $20,000 in reimbursement of legal fees of the lead Investor. The Notes matured on September 3, 2017 (the “Maturity Date”) and bear interest at 8% per annum, with a default interest rate of 18% from the default date. On the Maturity Date, the Company was obligated to repay an amount equal to 120% of outstanding principal and accrued interest. This additional 20% amounted to $171,000 as of September 30, 2017, and it is included in accrued interest on the balance sheet. On the Maturity Date (and subsequently, if the Holders elect to extend the Maturity Date), the Investors may elect to convert the Notes into the common stock of the Company at $0.30 per share, subject to adjustment (the “Conversion Price”). As additional consideration, the Company issued the Investors a total of 2,500,000 five-year warrants to purchase the Company’s common stock, which are exercisable on or after the Maturity Date at $0.35 per share. The Company failed to pay the Notes on the Maturity Date, which date the investors did not elect to extend.

On August 18, 2017, the Company closed on an offering of convertible notes and warrants on terms substantially identical to the March 6, 2017 financing. The purchasers are the same investors as in the March financing except for one person who is a former director that did not participate in this financing. The Company received $60,000 in net proceeds from the issuance of $63,158 of convertible notes. Additionally, the Company issued the investors a total of 210,526 five-year warrants at $.35 per share. The Company failed to pay these convertible notes when due on September 3, 2017.

~~The original issue discount interest expense of $40,658 was amortized over the life of the Notes, and was fully amortized as of September 30, 2017.~~

The Company was unable to pay approximately $1,012,000 to retire its convertible notes due September 3, 2017. The Company has no finite plans concerning future financing, although it has had preliminary discussions with investors about a restructuring which would provide some working capital. No specific terms have been discussed and any financing will be very dilutive to existing shareholders.

5. ~~Related Party Transactions~~

As discussed in Note 4, on March 6, 2017, the Company closed on a private placement offering that included as an investor a Company director (who subsequently resigned). This investor’s note is for $100,000.

On June 2, 2017, the Company entered into an agreement with an entity managed by a former director of the Company to provide services to the entity. A retainer deposit of $57,400 was received, and services were to be initiated within sixty days. As of September 30, 2017, the Company has not yet performed the services outlined in this agreement, and per its terms, will need to return the deposit. This amount is included in short term advance–related party on the balance sheet.

During the quarter ended September 30, 2017, the Company received advances totaling $90,000 from a related party, an original Timefire, LLC investor. These are not evidenced by a promissory note at this time. Until otherwise determined, this is considered a short-term demand obligation. The Company has no finite plans concerning the repayment of this obligation, however, it has had preliminary discussions with investors about a restructuring that would address the satisfaction of this obligation.

6. ~~Commitments and Contingencies~~

~~Employment Agreements~~

Effective September 13, 2016, the Company entered into an employment agreement with its then Chief Executive Officer ("CEO"). The agreement was for a two year period at the rate of $150,000 per annum. The agreement could automatically be extended for additional terms of one year each unless terminated by either party. In addition to other customary benefits, the CEO was granted 500,000 restricted stock units ("RSUs") which were scheduled to vest over a two year period. Effective January 31, 2017, the Company entered into an agreement with its former Chief Executive Officer following his resignation, which terminated the employment agreement and pursuant to which he also agreed to provide certain consulting services to the Company for a period of six months, for a monthly fee of $12,500. In addition, under the agreement, 333,333 unvested restricted stock units previously granted were immediately vested.

Effective September 13, 2016, the Company entered into an employment agreement with its new President. The agreement is for a two year period at the rate of $150,000 per annum. The agreement will be automatically extended for additional terms of one year each unless terminated by either party. The Company is currently in default on this agreement, and the payroll for this officer has been accruing since July 8, 2017.

Effective September 13, 2016, the Company entered into an employment agreement with its new Chief Strategy Officer, who has since been named our Chief Executive Officer. The agreement is for a two year period at the rate of $150,000 per annum. The agreement will be automatically extended for additional terms of one year each unless terminated by either party. The Company is currently in default on this agreement, and the payroll for this officer has been accruing since May 16, 2017.

~~For more information on these employment agreements, see Subsequent Events Note 9.~~

~~Lease Agreements~~

On September 23, 2016, the Company entered into an office lease agreement commencing October 1, 2016. This lease expires December 31, 2018. A concession of the first five months’ rent was provided. After that time, the monthly rent will be $8,121 for months 6 through 17, and $8,375 for months 18 through 27. Total rent to be paid over the course of the lease is being expensed ratably over the period of the entire lease, creating a deferred rent liability of $23,687 as of September 30, 2017. The Company has paid a security deposit of $41,876.

~~Other Agreements~~

On November 11, 2016, the Company entered into a six-month agreement with a firm to act as its corporate communications counsel. The monthly fee for these services was $6,500. Additionally, the Company issued 125,000 shares of common stock per this agreement for a total expense of $162,500.

On January 20, 2017, the Company entered into an agreement with a firm to provide their artificial intelligence conversational voice platform for integration into the Company’s product. Per the agreement, the Company issued 50,000 shares of common stock and will make scheduled monthly payments towards a $127,500 integration fee. Additionally, the Company will pay a royalty of 25% of all revenues attributable to their enhancements of the platform.

On March 13, 2017, the Company entered into an agreement with a firm to provide corporate development and strategic advisory services. Per the terms of the agreement, the Company paid $15,000 upon execution of the contract with an additional fee of $5,000 due thirty days from execution. Additionally, upon a financing of the Company through a party introduced by the firm, the Company will pay a cash fee of 7% of proceeds and will also issue a warrant to purchase the Company’s common shares equal to 7% of the number of shares issued by the Company in a financing.

On November 7, 2016, the Company entered into an agreement with a firm to provide general advisory and business development advisory services for a fee of $75,000. The Company remitted $75,000, but the contract was ultimately cancelled and the services were postponed. The amount was recorded as a deposit on contract. Later, on March 27, 2017, the Company entered into an agreement with the same firm to provide these services on an expanded scale for a fee of $150,000. Per the agreement, the firm applied our previously remitted funds and we paid the remaining $75,000 balance. In addition to the cash compensation, the firm was also compensated via a one-time equity retainer of 25,000 shares of common stock.

On April 4, 2017, the Company entered into an agreement with a firm to provide management and general business consulting services. The term of the agreement is 24 months, and the firm will be compensated via the issuance of 1,000,000 shares of common stock. The shares will be expensed ratably over the term of the agreement.

7. ~~Shareholders’ Deficit and Series A Preferred Stock~~

~~Common Stock~~

There is currently only one class of common stock. Each share common stock is entitled to one vote. The authorized number of shares of common stock of the Company at September 30, 2017 and December 31, 2016 was 500,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 47,269,804 as of September 30, 2017.

On September 13, 2016, the Company entered into a Merger Agreement through which the Company acquired Timefire (See Note 1). As consideration for the merger, the Company issued the equity holders of Timefire a total of 41,400,000 shares of the Company’s common stock, and 2,800,000 five year warrants exercisable at $0.58 per share for 100% of the membership interests of Timefire. The members of Timefire may also be entitled to additional warrants contingent on certain future financings, as defined in the Merger Agreement.

~~Preferred Stock~~

The Company is authorized to issue 10,000,000 shares of Preferred stock with a par value of $0.01 per share, with rights, preferences and limitations as may be decided from time-to-time by the Board of Directors.

~~Series C~~

In 2014, the Board of Directors approved the issuance of Series C Preferred Stock ("Series C"). 900 Shares of Series C Preferred Stock were issued in exchange for 900 Shares of previously issued Series A Preferred Stock ("Prior Series A"). Each share of Series C shall be convertible at the option of the holder at any time, into 10,000 shares of common stock. Each holder of Series C shall be entitled to one vote for each share of Series C held. Holders cannot convert their Series C to the extent that after such conversion, they and their affiliates would beneficially own in excess of 9.99% of the Company’s common stock, which limitation is waivable upon 61 days’ notice to the Company. In addition, certain holders subsequently agreed to reduce their beneficial ownership limitation to 2.49%. In 2015, 10 Series C shares were converted into 100,000 shares of our common stock. In 2016, holders of 275.46 shares of Series C converted them into 2,754,600 shares of our common stock. During the nine months ended September 30, 2017, holders of 113 shares of Series C converted them into 1,130,000 shares of our common stock. At September 30, 2017, there are 501.54 shares of Series C outstanding.

~~Series A-1~~

Effective August 24, 2016, the Board of Directors approved the issuance of Series A-1 Preferred Stock ("Series A-1"). The Company entered into agreements with certain note holders under which the note holders agreed to convert an aggregate of $229,170 in principal and accrued interest into a total of 20,371 shares of Series A-1 Preferred Stock. Each share of Series A-1 shall be convertible at the option of the holder at any time, into 100 shares of common stock. The Series A-1 ranks senior to the common stock and junior to the Series C. Holders of Series A-1 are entitled to receive dividends and vote together with holders of the common stock on an as-converted basis. Holders cannot convert their Series A-1 to the extent that after such conversion, they and their affiliates would beneficially own in excess of 2.49% of the Company’s common stock, which limitation is waivable upon 61 days’ notice to the Company. During the nine months ended September 30, 2017, holders of 5447.39 shares of Series A-1 converted them into 544,739 shares of common stock. At September 30, 2017, there are 14,923 shares of Series A-1 outstanding.

~~Series A~~

Effective September 13, 2016, the Company closed on a Securities Purchase Agreement and the Board of Directors approved the issuance of a newly designated Series A Convertible Preferred Stock ("New Series A"). Pursuant to the agreement the Company issued and sold approximately 133,334 shares of New Series A to certain investors for gross proceeds of $1,500,004 and 2,586,207 five-year warrants exercisable at $0.58 per share. The New Series A are convertible into approximately 6,666,684 shares of common stock. Holders cannot convert their New Series A to the extent that after such conversion, they and their affiliates would beneficially own in excess of 2.49% of the Company’s common stock, which limitation is waivable upon 61 days’ notice to the Company. In addition, the investors were issued a total of 2,586,207 five-year warrants exercisable at $0.58 per share containing a similar 2.49% ownership blocker.

Each share of New Series A shall be convertible, at the option of the holder, into 50 shares of common stock, subject to certain adjustments. The New Series A ranks senior to all other classes and series of the Company's capital stock. Holders of New Series A are entitled to receive dividends and vote together with holders of the common stock on an as-converted basis. At September 30, 2017, there are 133,334 shares of New Series A outstanding.

~~New Series A contains certain provisions that are outside the Company's control and which the Company believes cause the New Series A to be classified as mezzanine equity.~~

~~Warrants~~

~~The balance of warrants outstanding for purchase of the Company’s common stock as of September 30, 2017 is as follows:~~

Common Shares Issuable Upon Exercise of Warrants Exercise Price of Warrants

Date Issued

Expiration Date

Balance of warrants at December 31, 2016 5,386,207

Issued per offering (1) 2,500,003 $.35 3/3/2017 9/3/2022

Issued per offering (2) 210,526 $.35 8/21/17 2/21/2023

Balance of warrants at September 30, 2017 8,096,736

(1) On March 3, 2017, per the terms of an offering (see Note 4), the Company issued warrants at $.35 to purchase 2,500,003 shares of common stock. The warrants may not be exercised for six months after their effective date of March 3, 2017. The warrants have an expiration date of five years after the initial six months have passed. As of September 30, 2017, the Company has recorded $89,250 as a derivative liability for these warrants.

(2) On August 21, 2017, per the terms of an offering (see Note 4), the Company issued warrants at $.35 to purchase 210,526 shares of common stock. The warrants may not be exercised for six months after their effective date of August 21, 2017. The warrants have an expiration date of five years after the initial six months have passed. As of September 30, 2017, the Company has recorded $7,516 as a derivative liability for these warrants.

~~2016 Equity Incentive Plan~~

Effective September 13, 2016, the Company adopted the 2016 Equity Incentive Plan (the "2016 Plan") to provide an incentive to our employees, consultants, officers and directors who are responsible for or contribute to our long range success. A total of 3,300,000 shares of our common stock have been reserved for the implementation of the 2016 Plan, either through the issuance of incentive stock options, non-qualified stock options, stock appreciation rights ("SARs"), restricted awards, or restricted stock units ("RSUs"). Whenever practical, the 2016 Plan is to be administered by a committee of not less than two members of the Board of Directors appointed by the full Board, and the 2016 Plan has a term of ten years, unless sooner terminated by the Board. As of September 30, 2017, 1,145,000 shares of common stock are available for issuance under the 2016 Plan.

Effective September 13, 2016, pursuant to his employment agreement, the Company entered into a Restricted Stock Unit Agreement with its CEO which granted the CEO 500,000 RSUs pursuant to the 2016 Plan. The RSUs were to vest in three approximately equal increments with the first tranche being fully vested on the grant date and the remaining tranches vesting on the first-year and second-year anniversaries of the grant date. The fair value of the award was calculated based on the price of the common stock on the grant date and is being charged to operations over the vesting period. Effective January 31, 2017, this employment agreement was terminated and the RSUs became fully vested. The Company recorded $128,693 in expense in connection with the acceleration of the vesting of the remaining amount of this grant during the nine months ended September 30, 2017.

On January 20, 2017, the Company granted options to purchase 1,655,000 shares of its common stock at $.50 to employees including a total of 800,000 options to its Chief Executive Officer and Chief Financial Officer per the 2016 Equity Incentive Plan. The shares will vest based on months of service as of the grant date. Employees that had worked for twelve months or more as of the grant date had one-third of their options vested as of grant date. All other employees received pro-rata vesting for the portion of a year that they had worked. The remaining options will equally vest on the 1^st ~~and 2~~^nd ~~anniversary of the grant date. The Company recorded $411,109 in expense related to this grant in the nine months ended September 30, 2017.~~

8. ~~Fair Value Measurements~~

Our financial instruments consist of cash, accounts payable, accrued liabilities, and warrant liability. We do not believe that we are exposed to significant interest, currency, or credit risks arising from these financial instruments. The fair values of the warrants approximates their carrying values using Level 3 inputs. Gains and losses recognized on changes in fair value of the warrants are reported in other income (expense). Our warrant valuation was measured at fair value by applying the Black-Scholes option valuation model, which utilizes Level 3 inputs. The assumptions used in the Black-Scholes option re-valuation for the September 2016 warrants at September 30, 2017 are as follows: dividend yield – 0%; risk-free interest rate - 1.92%; expected life – 4.0 years; volatility 178.656%. The assumptions used for the March and August 2017 warrants at September 30, 2017 are as follows: dividend yield – 0%; risk-free interest rate - 1.92%; expected life – 5.0 years; volatility 183.555%.

~~The following summarizes the Company's financial liabilities that are measured at fair value on a recurring basis at September 30, 2017.~~

Level 1 Level 2 Level 3 Total
Liabilities
Derivative liabilities $ — $ — $ 262,823 $ 262,823

~~Subsequent Events~~

~~In October 2017, the Company received an advance in the amount of $10,000 from a related party. This amount is not evidenced by a promissory note at this time. See Note 5.~~

On October 27, 2017, the Company entered into senior secured convertible notes with institutional investors in the aggregate principal amount of $70,000. The Notes mature on November 27, 2017 (the “Maturity Date”) and bear interest at 8% per annum. On the Maturity Date, the Company must repay an amount equal to 120% of outstanding principal and accrued interest.

In October 2017, the Company’s Chief Executive Officer and President each resigned as officers and directors. The resignations terminated the Company’s obligations under the executives’ employment agreements, except for past due compensation.

~~On October 20, 2017, Mr. Jonathan Read, who had served as Chief Executive Officer until January 2017, was appointed Chief Executive Officer.~~

The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company's leases do not provide an implicit rate. Therefore, the Company uses an effective discount rate of 12% based on its recent debt financings. Operating lease assets are measured by adjusting the lease liability for lease incentives, initial direct costs incurred and asset impairments. Lease expense for minimum lease payments is recognized on a straight line basis over the lease term with the operating lease asset reduced by the amount of the expense. Lease terms may include options to extend or terminate a lease when they are reasonably certain to occur.

Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities and Related Disclosures

The fair value measurements and disclosure guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined 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. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique.

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

We disclose and recognize the fair value of our assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

The Company's financial instruments mainly consist of cash, receivables, current assets, accounts payable and accrued expenses and debt. The carrying amounts of its cash, receivables, current assets, accounts payable, accrued expenses and current debt approximates fair value due to the short-term nature of these instruments.

Convertible Securities and Derivatives

When the Company issues convertible debt or equity instruments that 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 but no lower than zero. Any excess amount is recognized as a derivative expense.

Derivative Liabilities

The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. 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.

In October 2020 and January 2021, the Company entered into convertible note agreements which included provisions under which the conversion price was equal to the lesser of an initial stated amount or the conversion price of a future offering. This variable conversion feature was recognized as a derivative. Both financings included the issuance of warrants which contained similar variable conversion features. The Company values these convertible notes and warrants using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.

Revenue 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 fulfilled. Most 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 $336,621 and $46,096 at January 31, 2022 and April 30, 2021, 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. Once 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.

Recent 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.

Foreign Currency - The functional currency of our international subsidiary is the local currency. For that subsidiary, we translate assets and liabilities to U.S. dollars using period-end exchange rates, and average monthly exchange rates for revenues, costs, and expenses. We record translation gains and losses in accumulated other comprehensive income as a component of stockholders' equity. Net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are recorded in other income, net in the consolidated statements of operations.

Comprehensive Loss- During the three and nine months ended January 31, 2022, differences between net loss and comprehensive loss totaled $567 and $2,158, respectively, relating to foreign currency translation adjustments.

Stock-Based 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 dividends. We recognize forfeitures as they occur. We recognize 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 - 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 18.

Note 3 – Marketable Securities

The following tables set forth information related to our marketable securities as of January 31, 2022:

I.	Amortized cost, net unrealized gains or losses, and fair values

	Amortized Cost		Net Unrealized Gains (Losses)			Fair Value
Money market funds	$	1,598,428	$	1,108		$	1,599,536
Asset-backed securities		3,113,823		(21,984	)		3,091,839
Corporate bonds		44,387,966		(633,039	)		43,754,927
Total	$	49,100,217	$	(653,915	)	$	48,446,302

II.	Contractual Maturities

	One Year or Less		One to Five Years		Over Five Years		Total
Money market funds	$	1,599,536	$	—	$	—	$	1,599,536
Asset-backed securities		—		3,091,839		—		3,091,839
Corporate bonds		19,808,158		23,366,723		580,046		43,754,927
Total	$	21,407,694	$	26,458,562	$	580,046	$	48,446,302

III.	Fair Value Hierarchy

	Level 1		Level 2		Level 3		Total
Money market funds	$	1,599,536	$	—	$	—	$	1,599,536
Asset-backed securities		—		3,091,839		—		3,091,839
Corporate bonds		—		43,754,927		—		43,754,927
Total	$	1,599,536	$	46,846,766	$	—	$	48,446,302

Note 4 – Inventories

Inventories consisted of the following:

	January 2022		April 2021
Raw materials	$	1,370,380	$	—
Work-in-process		39,153		—
Finished goods		930,147		362,072
Total	$	2,339,680	$	362,072

Inventory purchase commitments totaled $14,539,895 at January 31, 2022. The global supply chain for materials required to produce our drones is presently experiencing significant delays and disruptions. As a result, we have been required to significantly increase our order lead times for the components of our drones.

Note 5 - Other Current Assets

Other current assets included:

	January 2022		April 2021
Prepaid inventory	$	1,539,479	$	478,939
Accrued interest income		393,549		—
Prepaid insurance		140,182		—
Prepaid expenses		152,001		115,587
Security deposits		9,372		9,372
Due from related party		—		75,000
Total	$	2,234,583	$	678,898

Note 6 – Due From Related Party

In January 2022, the Company determined that an employee had relocated in 2021 but their compensation had not been subject to the required tax withholding by the new jurisdiction. The amount subject to taxation included $155,624 of cash compensation and $1,413,332 of income associated with the vesting of restricted stock ("Stock Compensation"). In March 2022, the Company entered into a note agreement (the "Note") with the employee in the amount of $510,323, representing the estimated taxes owed by the employee related to the Stock Compensation. Under the terms of the Note, 104,166 shares of common stock with a fair value of $280,832, which had vested during calendar 2021, were withheld by the Company and applied against the Note. The employee has agreed not to sell or transfer 110,983 shares of common stock held at the Company's transfer agent until the Note is repaid. In addition, the employee is scheduled to have 20,833 shares of restricted stock vest monthly in calendar 2022, of which 3,000 shares will be withheld with the fair value of those shares applied against the Note. Any shares issued to the employee in 2022 will be held at the transfer agent until the Note is repaid in full. The Note matures on December 31, 2022 and will be repaid by the employee assigning that number of shares, held at the transfer agent, with a fair value required to repay the Note in full. The Company accrued payroll taxes of $596,120 at January 31, 2022 representing $510,323 owed by the employee, $31,604 owed by the Company, and $54,193 of estimated penalties and interest. The note balance totaled $225,539 at January 31, 2022. The shares held at the transfer agent had a fair value of $206,684 at January 31, 2022. The Company filed amended payroll tax returns, which included a payment of $544,057, on March 16, 2022.

Note 7 – Property and Equipment

Property and equipment consist of assets with an estimated useful life greater than one year. Property and equipment are reported net of accumulated depreciation, and the reported values are periodically assessed for impairment. Property and equipment as of January 31, 2022 was as follows:

Original cost	$	423,588
Accumulated depreciation		160,729
Net carrying value	$	262,859

Note 8 – Operating Leases

The Company has the following operating leases for real estate locations where it operates:

Location	Monthly Rent		Expiration
South Salt Lake, Utah	$	22,000		December 2024
Orlando, Florida	$	4,600		May 2024
Cayman Islands	$	3,438		Month to Month
Troy, Michigan	$	2,667		May 2022
Orlando, Florida	$	1,690		September 2022

These lease agreements have remaining terms up to 2.92 years, excluding options to extend certain leases for up to 5 years. The weighted average remaining lease term as of January 31, 2022 was 2.86 years. The Company used a discount rate of 12% to calculate its lease liability at January 31, 2022. Future lease payment obligations at January 31, 2022 were as follows:

Fiscal Year Ended:
2022	$	98,896
2023		336,257
2024		332,356
2025		230,653
Total	$	998,162

Note 9 – Debt Obligations

Decathlon Capital

In connection with the acquisition of Teal, Decathlon Capital agreed to restructure the terms of an existing loan agreement with Teal. Effective August 31, 2021, the principal amount outstanding of $1,670,294 bears interest at 10% annually and is repayable in monthly payments of $49,275 through its December 31, 2024 maturity date. The balance outstanding at January 31, 2022 totaled $1,483,383.

Convertible Note

In May 2021, Teal entered into a convertible note agreement totaling $350,000 with one of its equity investors. The note bears interest at the applicable Federal Rate which was approximately 0.13% on the date of issuance. The Company has assumed this obligation which is payable upon demand.

Vendor Settlement

In May 2020, Teal entered into a settlement agreement with a vendor that had been providing contract manufacturing services. At August 31, 2021, the Company assumed the outstanding balance of $387,500 which is payable in monthly installments of $37,500 with a final payment of $12,500 due in July 2022. The balance outstanding at January 31, 2022 totaled $200,000.

SBA Loan

On February 11, 2021, Teal received a Small Business Administration Paycheck Protection Program (“SBA PPP”) loan in the amount of $300,910. The loan was unsecured, non-recourse, and accrued interest at one percent annually. The loan is forgivable if used to fund qualifying payroll, rent and utilities. The principal balance of $300,910 and accrued interest of $3,001 were forgiven on February 16, 2022.

Shopify Capital

Shopify Capital is an affiliate of Shopify, Inc. which provides sales software and services to the Company. The Company processes customer transactions ordered on the e-commerce site for Rotor Riot through Shopify. Shopify Capital has entered into multiple agreements with the Company in which it has "purchased receivables" at a discount. Shopify retains a portion of the Company's daily receipts until the purchased receivables have been paid. The Company recognizes the discount as a transaction fee, in full, in the month in which the agreement is executed. The Company assumed an existing agreement when it acquired Rotor Riot in January 2020. This agreement was repaid in May 2020. Since then, the Company has entered into the following agreements with Shopify:

Date of Transaction	Purchased Receivables	Payment to Company	Transaction Fees	Withholding Rate	Fully Repaid In
May 2020	$158,200	$140,000	$18,200	17%	October 2020
September 2020	$209,050	$185,000	$24,050	17%	May 2021
April 2021	$236,500	$215,000	$21,500	17%	January 2022

Corporate Equity

In October 2021, Teal entered into an agreement with Corporate Equity to fund $60,000 of leasehold improvements. In January 2022, the agreement was amended to include an additional $60,000 of leasehold improvements funding. The loan bears interest at 8.25% annually and is repayable in monthly payments of $3,595 through its December 2024 maturity date. The balance outstanding at January 31, 2022 totaled $111,180.

Revenue Financing Arrangement

In April 2021, Teal entered into an agreement under which it sold future customer payments, at a discount, to Forward Financing. At August 31, 2021, the Company assumed the outstanding balance of $38,758. Repayment of the remaining balance was completed in January 2022.

Ascentium Capital

In September 2021, Teal entered into a financing agreement with Ascentium Capital to fund the purchase of a fixed asset totaling $24,383. Monthly payments of $656 are payable through October 2024. The balance outstanding at January 31, 2022 totaled $21,255.

PayPal

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 Company has entered into multiple agreements under which PayPal provides an advance on customer payments, and then retains a portion of customer payments until the advance is repaid. PayPal charges a fee which the Company recognizes in full upon entering an agreement. A November 2019 agreement under which PayPal advanced $100,000 and charged a transaction fee of $6,900 was completed in January 2021. A January 2021 agreement under which PayPal advanced $75,444 and charged a transaction fee of $2,444 was completed in August 2021.

Summary

Outstanding principal payments are due as follows:

Balance of fiscal year 2022	$	600,683
2023		680,308
2024		646,287
2025		476,462
2026		62,988
Total	$	2,466,728
Short term – through January 31, 2023	$	1,127,596
Long term – thereafter	$	1,339,132

Note 10 - Due to Related Party

Founder of Fat Shark

In connection with the acquisition of Fat Shark in November 2020, the Company issued a secured promissory note in the amount of $1,753,000 to the seller who is now an employee. The note bears interest at 3% annually and matures in full in November 2023. In May 2021, the Company made an initial payment of $132,200 by directing a refund from a vendor based in China to the noteholder who is also based in China. The remaining balance of $1,620,800 plus accrued interest totaling $45,129 was paid in September 2021.

BRIT, LLC

In January 2020, in connection with the acquisition of Rotor Riot, the Company issued a promissory note in the amount of $175,000 to the seller, BRIT, LLC. The note bears interest at 4.75% annually. The entire outstanding balance of $85,172 plus accrued interest totaling $12,942 was paid in October 2021.

The Company also assumed a line of credit obligation totaling $47,853 which bears interest at 6.42% annually. The outstanding balance totaled $41,622 and $47,922 at January 31, 2022 and April 30, 2021, respectively.

Aerocarve

In 2020, the Company received advances totaling $79,000 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. The balance owed at April 30, 2021 was $74,000. The balance was repaid in full in May 2021.

Note 11 - Convertible Notes

In November 2019, the Company issued a convertible note in the principal amount of $300,000 to one accredited investor and in December 2019, the Company 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"). The Notes had a term of 2 yearsand accrued interest at an annual rate of 12% through the date of conversion. In September and October 2020, the entire $450,000 of 2019 Notes, plus accrued interest totaling $45,204, was converted into 710,444 shares of common stock.

October 2020 Financing

In October 2020, the Company closed a private offering of convertible promissory notes (the "2020 Notes") in the aggregate principal amount of $600,000. The 2020 Notes accrued interest at 12% annually, had a two yearterm, and were convertible into common stock at the lower of $1.00 or a 25% discount of the price per share of Common Stock offered in a future, qualified offering. The financing also included the issuance of warrants to purchase 399,998 shares of common stock. The Warrants are exercisable for a period of five years at a price equal to the lower of (1) $1.50 per share, or (2) at a price equal to 75% of the price per share of the common stock offered in a future, qualified offering.

The Company determined that the provision associated with a potential reduction in the conversion price of the notes and the exercise price of the warrant represented an embedded derivative financial liability. The derivative liability was initially valued at $728,587, of which $580,000 of the proceeds were applied as a debt discount to reduce the initial carrying value of the notes to zero with the remaining $20,000 applied against transaction fees. The derivative liability was valued using a multinomial lattice model with $460,588 and $267,999 related to the derivative features of the notes and warrants, respectively.

As of January 31, 2022, (a) the 2020 Notes were fully converted into common stock and the related derivative liability eliminated, and (b) 266,666 of the warrants were outstanding with a derivative liability of $445,709.

January 2021 Financing

In January 2021, the Company closed a private offering of convertible promissory notes (the "2021 Notes") in the aggregate principal amount of $500,000. The 2021 Notes accrued interest at 12% annually, had a two year term, and were convertible into shares of the Company's common stock at the lower of $1.00 or a 25% discount of the price per share of Common Stock offered in a future, qualified offering. The financing also included the issuance of warrants to purchase 675,000 shares of common stock. The Warrants are exercisable for a period of five years at a price equal to the lower of (i) $1.50 per share, or (ii) a 25% discount to the price per share of common stock offered in a future qualified offering.

The Company determined that the provision associated with a potential reduction in the conversion price of the notes and the exercise price of the warrant represented an embedded derivative financial liability. The derivative liability was initially valued at $4,981,701, of which $500,000 was applied as a debt discount to reduce the initial carrying value of the notes to zero. The derivative liability was valued using a multinomial lattice model with $2,111,035 and $2,870,666 related to the derivative features of the notes and warrants, respectively.

As of January 31, 2022, (a) the 2021 Notes were fully converted into common stock and the related derivative liability eliminated, and (b) 540,000 of the warrants were outstanding with a derivative liability of $904,390.

Note 12 - Income Taxes

Our operating subsidiary, Red Cat Propware, Inc., 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.

At January 31, 2022 and April 30, 2021, we had accumulated deficits of approximately $22,700,000 and $15,800,000, respectively. Deferred tax assets related to the future benefit of these net operating losses for tax purposes totaled approximately $908,000 and $632,000, 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 January 31, 2022 and April 30, 2021.

Note 13 - Common Stock

Our 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.

On May 4, 2021, the Company closed an offering of 4 million shares of common stock which generated gross proceeds of $16 million and net proceeds of approximately $14.6 million.

On May 4, 2021, the Company issued 50,000 shares of common stock for investor relations services rendered.

On May 7, 2021, the Company issued 685,321 shares of common stock in connection with the acquisition of Skypersonic, as further described in Note 1.

On July 21, 2021, the Company closed an offering of 13,333,334 shares of common stock which generated gross proceeds of $60 million and net proceeds of approximately $55.5 million.

During the three months ended July 31, 2021, 62,500 shares of common stock were issued under the terms of a restricted stock agreement with an officer.

On August 10, 2021, the Company issued 1,321,966 shares of common stock in connection with the conversion of 158,704 shares of Series A Preferred Stock.

On August 15, 2021, the Company issued 20,000 shares of common stock for investor relations services rendered.

On August 31, 2021, the Company issued 3,588,272 shares of common stock in connection with the acquisition of Teal Drones, as further described in Note 1.

During the three months ended October 31, 2021, the Company issued 21,972 shares of common stock in connection with working capital adjustments related to the acquisition of Skypersonic, as further described in Note 1.

During the three months ended October 31, 2021, shares of common stock issued under the terms of restricted stock agreements with officers totaled 162,500.

During the three months ended October 31, 2021, shares of common stock issued due to the exercise of stock options totaled 81,115.

During the three months ended January 31, 2022, shares of common stock issued under restricted stock agreements totaled 45,044. In addition, 62,500 shares which were pending issuance under restricted stock agreements, were instead applied against the Note described in footnote 6 and 29,483 shares were applied toward payroll tax obligations on restricted stock.

Note 14 - Preferred Stock

Series A Preferred Stock outstanding totaled 158,704 at April 30, 2021, and were converted into 1,321,966 shares of common stock on August 10, 2021.

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-if-converted basis. Shares outstanding at January 31, 2022 totaled 986,676 which are convertible into 822,230 shares of common stock.

Note 15 - Warrants

In October 2020, the Company issued five-year warrants to purchase a total of 399,998 shares in connection with the issuance of $600,000of convertible notes. The warrants have an initial exercise price of $1.50 which may be reduced to a 25% discount of the price per share of Common Stock offered in a future qualified offering. The warrants were valued at $267,999 using the multinominal lattice model and are considered derivative liabilities under ASC 815-40. The value of the warrants was included in the determination of the initial accounting for the financing including the calculation of the derivative liability and related expense.

In January 2021, the Company issued five-year warrants to purchase a total of 675,000 shares in connection with the issuance of $500,000of convertible notes. The warrants have an initial exercise price of $1.50 which may be reduced to a 25% discount of the price per share of Common Stock offered in a future qualified offering. The warrants were valued at $2,870,666 using the multinominal lattice model and are considered derivative liabilities under ASC 815-40. The value of the warrants was included in the determination of the initial accounting for the financing including the calculation of the derivative liability and related expense.

In March and April 2021, we received $201,249 in connection with the exercise of 201,666 warrants which had been issued in October 2020 and January 2021 as part of the convertible note financings described in note 10. Since these exercises resulted in the elimination of the derivative liability in the warrants, the derivative liability was reduced by $694,305 with a corresponding increase in additional paid in capital.

In May 2021, the Company issued warrants to purchase 200,000 shares of common stock to the placement agent of its common stock offering. The warrants have a five year term and an exercise price of $5.00.

In June 2021, we received $99,999 in connection with the exercise of 66,666 warrants which had been issued in October 2020 as part of the convertible note financings described in Note 11. Since these exercises resulted in the elimination of the derivative liability in the warrants, the derivative liability was reduced by $163,141 with a corresponding increase in additional paid in capital.

In July 2021, the Company issued warrants to purchase 533,333 shares of common stock to the placement agent of its common stock offering. The warrants have a five year term and an exercise price of $5.625.

The following table summarizes the changes in warrants outstanding since April 30, 2020.

	Number of Shares		Weighted-average Exercise Price per Share		Weighted-average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance as of April 30, 2020	—			—		—		—
Granted	1,074,998		$	1.50
Exercised	(201,666	)		1.50
Outstanding as of April 30, 2021	873,332			1.50		4.62	$	2,218,263
Granted	733,333			5.45
Exercised	(66,666	)		1.50
Outstanding at January 31, 2022	1,539,999		$	3.38		4.13	$	1,371,332

Note 16 - Share Based Awards

The 2019 Equity Incentive Plan (the "Plan") 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.

The aggregate intrinsic value of outstanding options represents the excess of the stock price at January 31, 2022 of $1.70 over the exercise price of each option. As of January 31, 2022 and April 30, 2021, there was $3,762,636 and $914,915 of unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized over the weighted average period of 1.64 years.

The table below sets forth the assumptions used to calculate the fair value of options granted during the three months ended January 31, 2022:

Exercise price			1.69 - 2.52
Stock price on date of grant			1.69 - 2.33
Volatility			268.51% - 270.18%
Risk-free interest rate			1.50% - 1.74%
Expected term (years)			8.25 – 8.25
Dividend yield			—

A summary of activity under the Plan since April 30, 2020 is as follows:

Options	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding as of April 30, 2020		1,597,475		$	1.10
Granted		600,000			3.63
Exercised		—			—
Forfeited or expired		—			—
Outstanding as of April 30, 2021		2,197,475			1.79
Granted		1,656,000			2.59
Exercised		(112,500	)		0.96
Forfeited or expired		(26,000	)		2.12
Outstanding as of January 31, 2022		3,714,975			2.17		8.72	$	1,010,178
Exercisable as of January 31, 2022		1,897,142		$	2.13		8.01	$	687,111

Stock compensation expense was as follows:


	Three months ended January 31,				Nine months ended January 31,
	2022		2021		2022		2021
General and administrative	$	343,549	$	336,301	$	952,899	$	525,559
Research and development		143,279		179,157		284,511		199,047
Operations		182,320		170,612		556,928		175,586
Sales and marketing		112,975		168,125		271,808		168,125
Total	$	782,123	$	854,195	$	2,066,146	$	1,068,317

Note 17 - Derivatives

The Company completed financings in October 2020 and January 2021 which included notes and warrants containing embedded features subject to derivative accounting. See Note 11 for a full description of these financings. Both the notes and the warrants included provisions which provided for a reduction in the conversion and exercise prices, respectively, if the Company completed a future qualified offering at a lower price. These provisions represent embedded derivatives which are valued separately from the host instrument (meaning the notes and warrants) and recognized as derivative liabilities on the Company's balance sheet. The Company initially measures these financial 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 also measures these financial instruments on the date of settlement (meaning when the note is converted or the warrant is exercised) at their estimated fair value and recognizes changes in their estimated fair value in results of operations. Any discount in the carrying value of the note is fully amortized on the date of settlement and recognized as interest expense. The Company estimated the fair value of these embedded derivatives using a multinomial lattice mode1. The range of underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability upon settlement of the derivative liability and as of January 31, 2022 are set forth below. In addition, the Company's stock price on each measurement date was used in the model.

Risk-free interest rate			1.39 – 1.39%
Expected dividend yield			—
Expected term (in years)			3.67 – 3.99
Expected volatility			245.10 – 249.99%

As of January 31, 2022, all of the notes had been converted into common stock and 806,666 of the warrants were outstanding. Changes in the derivative liability during the three and nine months ended January 31, 2022 and 2021 were as follows:


	Three months ended January 31,				Nine months ended January 31,
	2022		2021		2022		2021
Balance, beginning of period	$	2,376,565	$	812,390	$	2,812,767	$	—
Additions				4,981,701				5,710,288
Eliminated upon exercise of warrants		—		—		(163,141)		—
Changes in fair value		(1,026,466)		3,350,135		(1,299,527)		3,433,938
Balance, end of period	$	1,350,099	$	9,144,226	$	1,350,099	$	9,144,226

Changes in fair value primarily related to changes in the Company’s stock price during the period with increases in the stock price increasing the liability and decreases in the stock price reducing the liability.

Note 18 - Related-Party Transactions

In July 2021, the Company entered into a consulting agreement with a director resulting in monthly payments of $6,000. In addition, the Company issued 150,000 options to purchase common stock at $2.51 which vest quarterly over the one-year term of the agreement. In January 2022, the agreement was amended to increase the monthly payments to $10,000.

In January 2022, the Company entered into a note agreement with an employee in the principal amount of $510,323, as further described in Note 6.

Additional related party transactions are disclosed in Note 10.

Note 19 - Subsequent Events

Subsequent events have been evaluated through the date of this filing and there are no subsequent events which require disclosure except as set forth below:

The SBA PPP loan principal balance of $300,910 and accrued interest of $3,001 were forgiven on February 16, 2022.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following ~~Management's Discussion and Analysis~~discussion should be read in conjunction with ~~TimefireVR Inc.~~our unaudited condensed consolidated financial statements and ~~the~~ related notes ~~thereto. The~~ and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements ofrelating to our liquidity, and our plans ~~objectives, expectations~~for our business focusing on (i) selling drones and ~~intentions.~~related components, and (ii) cloud-based analytics, storage, and services for drones. Any statements that are not ~~statements of~~ historical fact are forward-looking statements. When used, the words ~~“believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,”~~"believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions (“("will,~~” “may,” “could,” “should,”~~" "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Quarterly Report on Form 10-Q. The ~~Company’s~~Company's actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of ~~several~~many factors. ~~Except~~Investors should also review the risk factors in the Company's Annual Report on Form 10-K filed with the SEC on August 12, 2021.

All forward-looking statements speak only as ~~required by U.S. securities laws,~~of the date on which they are made. The Company does not undertake any obligation to update such forward-looking statements to reflect events that occur or circumstances ~~occurring~~that exist after the date of this Quarterly Report on Form ~~10-Q.~~10-Q except as required by federal securities law.

Recent Developments

Firm Commitment Underwritten Public Offerings

S-1 Offering

On May 4, 2021, the Company closed a firm commitment underwritten public offering (the "S-1 Offering") in which it sold 4,000,000 shares of common stock, at a public offering price of $4.00 per share, to ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters ("ThinkEquity"), pursuant an underwriting agreement dated April 29, 2021. These shares of common stock were offered to and sold by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-253491), filed with the SEC, which was declared effective by the Commission on April 29, 2021 (the "S-1 Registration Statement"). The ~~following discussion should be read~~net proceeds to the Company, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated expenses, were approximately $14.6 million.

S-3 Offering

On July 21, 2021, the Company closed on a firm commitment underwritten public offering (the "S-3 Offering") in ~~conjunction~~which it sold an aggregate of 13,333,334 shares of Common Stock at a purchase price of $4.50 per share to ThinkEquity, pursuant to an underwriting agreement dated July 18, 2021. These shares of common stock were offered and sold by the Company pursuant to a registration statement on Form S-3, as amended (File No. 333-256216), filed with ~~our unaudited consolidated financial statements~~the SEC, which was declared effective by the SEC on June 14, 2021 and ~~related notes and other financial data included elsewhere~~a Supplement to the Prospectus contained in this ~~report. See also~~registration statement filed with the ~~notes~~SEC on July 19, 2021. The net proceeds to the Company, after deducting the underwriting discount, the underwriters’ fees and expenses, and the Company’s estimated expenses were approximately $55.5 million.

Acquisition of Teal Drones

On August 31, 2021, we closed the acquisition of Teal Drones Inc., ("Teal"). Teal is a leader in commercial and government unmanned aerial vehicle ("UAV") technology and manufactures the Golden Eagle drone, approved by the US Department of Defense for reconnaissance, public safety, and inspection applications.

Pursuant to the Merger Agreement, we acquired all of the issued and outstanding share capital of Teal in exchange for $14,000,000 of our ~~consolidated financial statements and Management’s Discussion and Analysis~~common stock (“Common Stock”) at the Volume Weighted Average Price (VWAP) of ~~Financial Condition and Results of Operations contained in~~ our ~~Annual Report on Form 10-K~~Common Stock for the ~~year~~20 trading days ended August 31, 2021 of $2.908 per share, reduced by the amount of Teal debt assumed consisting of approximately $1.67 million payable to DA4, and approximately $1,457,000 in working capital deficit, for a net closing date payment of $10,872,753. At closing, we issued 3,738,911 shares of Common Stock (the “Stock Consideration”) with a fair market value of $10,431,562. Fifteen (15%) of the Share Consideration (the “Escrow Shares”) was deposited in an escrow account for a period of eighteen (18) months as security for indemnification obligations, any purchase price adjustments due to working capital deficiencies and any other claims or expenses. In December ~~31, 2016.~~

~~OVERVIEW~~2021, the Company and Teal agreed to a reduction in the purchase price of $438,058 which resulted in the cancellation of 150,639 shares held in escrow. The fair market value of the cancelled shares was $420,283. The Stock Consideration may be increased if Teal attains certain revenue levels in the twenty four (24) month period following the closing. The additional consideration begins at $4 million if sales total at least $18 million and ends at $16 million if sales total $36 million.

~~The Company is a Nevada corporation. Effective September 13, 2016, the Company~~On August 31, 2021, Teal entered into an Amended and Restated Loan and Security Agreement ~~and Plan of Merger (“Merger Agreement”) through which the Company acquired Timefire, LLC~~with DA4 (the ~~“LLC”~~"Loan Agreement"), a Phoenix-based virtual reality content developer that is an Arizona Limited Liability Company. The LLC has not generated material revenue to date and has incurred material losses. As of the date of this Report, the Company is exploring engaging in the ~~virtual currency business. Its Chief Executive Officer~~amount of $1,670,294 (the "Loan"), representing the outstanding principal amount previously due and owed by Teal. Interest accrues at a rate of ten (10%) percent per annum. Principal and interest is ~~currently~~payable monthly in an ~~independent director~~amount equal to $49,275 until maturity on December 31, 2024. Teal may prepay the loan at any time, subject to a prepayment premium of $300,705, less the amount of any prior payments of interest. Under the Loan Agreement, Teal granted DA4 a ~~virtual currency company that was an early pioneer~~continuing security interest in substantially all of ~~Bitcoin.~~

The Company has no operating capital and we cannot pay our liabilities. Our former Chief Executive Officer and President both resigned after September 30, 2017 and we believe they want to continue the virtual reality business. We very recently received a non-binding term sheet from a group that includes these former executive officers to buy the assets of Teal. In the ~~LLC~~event of a default, DA4 may declare the full amount of the Loan immediately due and payable and take additional actions including seeking to foreclose on collateral pledged under the Loan Agreement. The Company agreed to guaranty the obligations of Teal under the Loan pursuant to a Joinder Agreement dated August 31, 2021.

Plan of Operations

Red Cat Holdings ("Red Cat" or the "Company") was originally incorporated in February 1984. Since April 2016, the Company's primary business has been to provide products, services and solutions to the drone industry. Beginning in January 2020, the Company expanded the scope of its drone products and services through a number of acquisitions. Teal Drones is a leader in commercial and government Unmanned Aerial Vehicles (UAV) technology. Fat Shark Holdings is a provider of First Person View (FPV) video goggles. Rotor Riot sells FPV drones and equipment, primarily to the consumer marketplace. Skypersonic provides software and hardware solutions that ~~will pay us limited cash~~enable drones to complete inspection services in locations where GPS (global positioning systems) are not available, yet still record and ~~a twelve month note~~transmit data even while being operated from thousands of miles away. Red Cat Propware is developing drone flight data analytics and storage solutions, as well as ~~assume $100,000~~diagnostic products and services.

Results of past due convertible notes and $100,000 in short-term demand obligations and approximately $255,000 of other obligations, including approximately $82,000 which the Company owes the landlord in past due and future rent obligations. We are negotiating this term sheet with the intent of securing more operating capital. We cannot be certain we can consummate an oral understanding or sell these assets. At the same time, we owe $713,158 plus interest on other past due convertible notes as of the date of this Report (and an additional $70,000 plus interest will be due on November 27, 2017) and are uncertain whether we can reach an accommodation with these secured creditors and obtain future operating capital. Further, our ability to enter the highly competitive virtual currency business is uncertain as well.Operations

~~Results of Operations~~Three Months Ended January 31, 2022 and January 31, 2021

~~Total~~Revenue

During the three months ended January 31, 2022 (or the "2022 period"), revenues totaled $1,856,751 compared to $2,145,988 during the three months ended January 31, 2021 (or the "2021 period"), representing a decrease of $289,237 or 13%. The decrease in revenues primarily related to lower sales of Fat Shark’s products at the end of their lifecycles. This decrease was partially offset by the addition of revenues from Skypersonic and Teal which were not included in the 2021 period.

Cost of Goods Sold

During the three months ended January 31, 2022, we incurred cost of goods sold of $1,516,970 compared to $1,576,265 during the three months ended January 31, 2021, representing a decrease of $59,295 or 4%. The decrease corresponds to the decrease in revenues.

Gross Margin

During the three months ended January 31, 2022, gross margin was $339,781 compared to $569,723 during the three months ended January 31, 2021, representing a decrease of $229,942 or 40%. Gross margin, as a percentage of revenue, decreased from 27% during the 2021 period to 18% during the 2022 period. The lower gross margin during the 2022 period reflects higher product and shipping costs resulting from the impact of global supply chain shortages. Additionally, Fat Shark’s gross margin, as a percentage of revenue, decreased from 23% during the 2021 period to 8% during the 2022 period partially due to inventory mark downs for products at the end of their lifecycles.

Operating Expenses

During the three months ended January 31, 2022, operations expense totaled $334,278 compared to $146,539 during the 2021 period, resulting in an increase of $187,739 or greater than 100%. This increase is related to our expanded operations following the acquisitions of Skypersonic in May 2021 and Teal in August 2021. Operations expense for Skypersonic and Teal in the 2021 period collectively represented 40% of the increase.

During the three months ended January 31, 2022, research and development expenses totaled $811,288 compared to $167,968 for the three months ended ~~September 30, 2017 and 2016 was $340 and $0, respectively. The revenue~~January 31, 2021 resulting in ~~2017 was~~an increase of $643,320 or greater than 100%. This increase directly related to our ~~limited software release effective June 15, 2017. Revenue~~expanded operations following the acquisitions of Skypersonic and Teal. Research and development expense for Skypersonic and Teal collectively represented 92% of the ~~nine~~increase.

During the three months ended ~~September 30, 2017~~January 31, 2022, sales and ~~2016 was $828 and $203,640, respectively. The 2016 revenue was primarily due to a one-time development project for a related party.~~

~~Operating~~marketing expenses ~~in the quarter ended September 30, 2017 amounted to $333,888 as~~totaled $238,624 compared to ~~$592,538 for~~$48,719 during the ~~quarter ended September 30, 2016. The decrease in operating expenses is due to a significant reduction in labor costs after the Company laid off most personnel. Operating expenses for the nine~~three months ended ~~September 30, 2017 and 2016 were $2,317,547 and $966,342, respectively. The~~January 31, 2021, resulting in an increase of $189,905 or greater than 100%. This increase is primarily ~~due~~related to higher payroll costs of $144,781 associated with new hires in the ~~ramping up of operations after the September 2016 merger.~~2022 period.

~~The net loss~~During the three months ended January 31, 2022, general and administrative expenses totaled $1,337,183 compared to $499,155 for the three months ended ~~September 30, 2017~~January 31, 2021, representing an increase of $838,028, or more than 100%. The Company listed on the Nasdaq Capital Market in April 2021 which has resulted in higher “public company” expenses including directors' and officers' insurance, investor relations and other public company expenses which collectively increased by $167,346 in the 2022 period compared to the 2021 period. Additionally, payroll costs increased by $174,265, travel costs increased by $84,208 and office related expenses increased by $33,421. Finally, we incurred general and administrative expenses for Skypersonic and Teal of $127,728 and $171,270, respectively, which were not included in the 2021 period.

During the three months ended January 31, 2022, we incurred stock based compensation costs of $782,123 compared to $854,195 in the 2021 period, resulting in a decrease of $72,072 or 8%. Stock based compensation expense can vary from period to period depending upon the number of options and restricted stock issued in a period, and the related vesting terms. The 2021 period included a significant charge related to restricted stock granted to a newly hired officer.

Other Expense (Income)

Other income, net totaled $598,898 during the three months ended January 31, 2022 compared to Other Expense of $7,837,407 during the three months ended January 31, 2021 representing a change of $8,436,305. Changes in the values of the Company's derivative liabilities accounted for most of the change between periods. During the 2021 period, the Company recorded derivative related expenses totaling $7,831,836 whereas the Company recorded a net benefit related to its derivatives of $1,026,466 during the 2022 period. The net benefit in the 2022 period was ~~$328,233 as~~partially offset by investment losses of $363,760. The derivative liability is valued using a multinomial lattice model which utilizes the Company's stock price in its calculation. A decrease in the stock price during the 2022 period resulted in the net benefit.

Net Loss

Net Loss during the three months ended January 31, 2022 totaled $2,564,817 compared to a net loss of ~~$994,415 for~~$8,984,260 during the ~~quarter~~three months ended ~~September 30, 2016.~~January 31, 2021, representing a decrease of $6,419,443, or 71%. This ~~difference~~decrease is primarily ~~due~~related to changes in the ~~recent personnel layoff.~~values of the Company's derivative liabilities. A decrease in the stock price during the 2022 period resulted in the net benefit. The ~~net income for~~decrease in derivative related expenses is offset by higher operating expenses which increased to $3,503,496 in the 2022 period as compared to $1,716,576 in the 2021 period, representing an increase of $1,786,920. Approximately $1,039,453 of the increase, or 58%, related to Skypersonic and Teal whose acquisitions were completed after the 2021 period.

Results of Operations

Nine Months Ended January 31, 2022 and January 31, 2021

Revenue

During the nine months ended ~~September 30, 2017 was $1,559,319 as~~January 31, 2022 (or the "2022 period"), we generated revenues totaling $5,116,741 compared to ~~a loss of $1,170,692 for~~$3,122,077 during the nine months ended ~~September 30, 2016. This difference is primarily due~~January 31, 2021 (or the "2021 period"), representing an increase of $1,994,664 or 64%. The increase in revenues related to acquisitions, including Teal, that were completed during and after the ~~post-merger operational scale-up which was offset by a $4,129,252 change~~close of the 2021 period. Revenues for Fat Shark increased to $2,327,025 in the ~~fair value~~2022 period compared to $1,538,795 in the 2021 period, representing an increase of $788,230 which represents 40% of the ~~warrants issued to investors. Investors should understand that these warrants either create a non-cash gain or loss which is inverse to~~overall increase. Teal revenues of $1,098,532 during the ~~price~~2022 period represented 55% of the ~~Company’s common stock. Because~~increase.

Costs of Goods Sold

During the ~~price~~nine months ended January 31, 2022, we incurred cost of goods sold of $4,521,974 compared to $2,351,153 during the nine months ended January 31, 2021 representing an increase of $2,170,821 or 92%. The increase related to higher revenues associated with the acquisitions of Fat Shark and Teal which were completed in November 2020 and August 2021, respectively.

Gross Margin

During the nine months ended January 31, 2022, gross margin was $594,767 compared to $770,924 during the nine months ended January 31, 2021, representing a decrease of $176,157 or 23%. Gross margin, as a percentage of revenue, decreased from 25% during the 2021 period to 12% during the 2022 period. The lower ~~on September 30, 2017~~gross margin during the 2022 period reflects higher product and shipping costs resulting from the impact of global supply chain shortages. Additionally, Fat Shark’s gross margin, as a percentage of revenue, decreased from 23% during the 2021 period to 2% during the 2022 period primarily related to inventory mark downs for products at the end of their lifecycles.

Operating Expenses

During the nine months ended January 31, 2022, operations expense totaled $794,390 compared to $353,295 during the 2021 period, resulting in an increase of $441,095 or greater than ~~on December 31, 2016,~~100%. This increase is directly related to our expanded operations following the ~~resulting difference is non-cash income.~~acquisitions of Fat Shark in November 2020, Skypersonic in May 2021, and Teal in August 2021. Increases in operations expense for Fat Shark and the addition of operations expense for Skypersonic and Teal collectively represented 83% of the increase.

1328

During the nine months ended January 31, 2022, research and development expenses totaled $1,548,983 compared to $341,892 for the nine months ended January 31, 2021 resulting in an increase of $1,207,091 or greater than 100%. This increase is directly related to our expanded operations following the acquisitions of Fat Shark, Skypersonic, and Teal. Increases in research and development expense for Fat Shark, and the addition of research and development expense for Skypersonic and Teal collectively represented 98% of the increase.

During the nine months ended January 31, 2022, sales and marketing expenses totaled $524,642 compared to $97,534 during the nine months ended January 31, 2021, resulting in an increase of $427,108 or greater than 100%. This increase is primarily related to higher payroll costs of $262,899 associated with new hires in the 2022 period. In addition, we incurred branding and marketing event costs of $50,500 and $30,799, respectively, in the 2022 period.

During the nine months ended January 31, 2022, general and administrative expenses totaled $3,264,071 compared to $929,874 for the nine months ended January 31, 2021, representing an increase of $2,334,197, or more than 100%. Much of the increase related to "public company" expenses associated with the Company's listing on the Nasdaq Capital Market in April 2021. This resulted in increased costs associated with Directors' and Officers' insurance, investor relations and other public company expenses which collectively increased by $810,670 in the 2022 period compared to the 2021 period. Additionally, payroll costs increased by $304,810, travel costs increased by $143,730, and office related expenses increased by $47,629. In addition, we incurred general and administrative expenses for Skypersonic and Teal of $367,323 and $304,346, respectively, which was included in the 2022 period.

During the nine months ended January 31, 2022, stock based compensation costs totaled $2,066,146 compared to $1,068,317 in the 2021 period, resulting in an increase of $997,829 or 93%. This increase related to expense associated with the issuance of 775,000 restricted stock units and 1,656,000 options in the 2022 period which were not applicable to the 2021 period.

Other Expense (Income)

Other income, net totaled $740,275 during the nine months ended January 31, 2022, compared to other expense of $8,069,797 during the nine months ended January 31, 2021 representing a change of $8,810,072. Changes in the values of the Company's derivative liabilities accounted for most of the change between periods. During the 2021 period, the Company recorded derivative related expenses totaling $8,064,226 whereas the Company recorded a net benefit related to its derivatives of $1,299,527 during the 2022 period. The net benefit in the 2022 period was partially offset by investment losses of $402,207. The derivative liability is valued using a multinomial lattice model which utilizes the Company's stock price in its calculation. A decrease in the stock price during the 2022 period resulted in the net benefit.

Net Loss

Net Loss during the nine months ended January 31, 2022 totaled $6,863,190 compared to a Net Loss of $10,089,785 during the nine months ended January 31, 2021, representing a decrease of $3,226,595, or 32%. This decrease is primarily related to changes in the values of the Company's derivative liabilities. The derivative liability is valued using a multinomial lattice model which utilizes the Company's stock price in its calculation. A decrease in the stock price during the 2022 period resulted in the net benefit. The decrease in derivative related expenses is offset by higher operating expenses which increased to $8,198,232 in the 2022 period as compared to $2,790,912 in the 2021 period, representing an increase of $5,407,320. Approximately $1,888,475 of the increase, or 35%, related to Skypersonic and Teal whose acquisitions were completed after the 2021 period. Approximately $452,783 of the increase, or 8%, related to increased operating expenses for Fat Shark whose activity in the 2021 period included only 3 months. Higher general and administrative and stock based compensation expense totaling $3,264,071 and $2,066,146 respectively, primarily accounted for the balance of the increase.

Cash Flows

Operating Activities

Net cash used in operating activities was $12,041,273 during the nine months ended January 31, 2022 compared to net cash used in operating activities of $917,016 during the nine months ended January 31, 2021 representing an increase of $11,124,257, or greater than 100%. Net cash used in operations, net of non-cash expenses totaling $1,083,885, equaled $5,779,305 in the 2022 period compared to $872,484 in the 2021 period, resulting in an increase of $4,906,821, or greater than 100%. The higher operating use of cash in the 2022 period reflected the acquisitions of Fat Shark, Skypersonic, and Teal. Net cash used related to changes in operating assets and liabilities totaled $6,261,968 during the nine months ended January 31, 2022 compared to net cash provided through changes in operating assets and liabilities of $44,532 during the nine months ended January 31, 2021, representing an increase of $6,217,436, or greater than 100%. Approximately $2,067,436, or 33%, of the increase related to inventory, both higher balances on hand as well as prepaid purchases not yet delivered. Approximately $2,018,772, or 32%, of the increase related to accounts payable. Changes in operating assets and liabilities can fluctuate significantly from period to period depending upon the timing and level of multiple factors, including inventory purchases and vendor payments.

Investing Activities

Net cash used in investing activities was $48,514,017 during the nine months ended January 31, 2022 compared to $48,368 during the nine months ended January 31, 2021, representing an increase of $48,465,649. The increase primarily related to the purchase of marketable securities during the 2022 period.

Financing Activities

Net cash provided by financing activities totaled $67,387,312 during the nine months ended January 31, 2022 compared to $1,200,368 during the nine months ended January 31, 2021. Financing activities can vary from period to period depending upon market conditions, both at a macro-level and specific to the Company. During the 2022 period, the Company received net proceeds of approximately $70 million in connection with two offerings of common stock.

Liquidity and Capital Resources

~~On July 5, 2017, the Company laid off all non-officer personnel due to lack~~As of ~~available funds. Within a week, the Company~~January 31, 2022, we had current assets totaling $61,249,136, including cash of $7,111,527, marketable securities of $48,446,302, and inventory of $2,339,680. Current liabilities as of January 31, 2022 totaled $5,132,137, including accounts payable of $521,139, accrued expenses of $1,493,691, and short term debt obligations of $1,127,596. Our net working capital as of January 31, 2022 was able to bring back four full-time staff members as well as two part-time workers as contractors. Due to the significant reduction in personnel, our ability to continue with product development has been slowed.$56,116,999.

During the period of July through October 2017, the Company received advances totaling $100,000 from a related party who submitted the non-binding term sheet to purchase the LLC’s assets. The advances are not evidenced by a promissory note. Until otherwise determined, this is considered a short-term demand obligation.

~~Our balance sheet as of September 30, 2017 reflects $2,021 in cash. As of November 9, 2017, the company had $16,835 in cash.~~

The Company was unable to pay approximately $1,012,000 to retire its convertible notes due September 3, 2017. The Company has no finite plans concerning future financing, although it has had preliminary discussions with investors about a restructuring which would provide some working capital. No specific termsWe have ~~been discussed and any financing will be very dilutive to existing shareholders.~~

On October 27, 2017, the Company entered into senior secured convertible notes with two institutional investors in the aggregate principal amount of $70,000. The Notes mature on November 27, 2017 (the “Maturity Date”) and bear interest at 8% per annum. On the Maturity Date, the Company must repay an amount equal to 120% of outstanding principal and accrued interest.

Management is continuing to pursue financing from various sources, including private placements from investors and institutions. We do not have capital to satisfy our estimated needs for the next 12 months. Because of the uncertainty regarding the sale of the LLC assets and the virtual currency business costs as well as the sums we owe our principal lenders, we cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate enough liquidity. At this time, our Company does not have a commitment from any party to provide additional financing. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable. Any financing will be extremely dilutive to our common shareholders. If we cannot obtain financing, we will cease operations.

~~Going Concern~~

~~The Company has incurred~~reported net losses since inception and ~~requires additional funds for future operating activities.~~only began generating revenues in January 2020. To date, we have primarily funded our operations through offerings of common stock. In May 2021, we completed an offering of common stock which raised gross proceeds of $16 million. In July 2021, we completed an offering of common stock which raised gross proceeds of $60 million.

Underwritten Public Offerings

S-1 Offering

On May 4, 2021, the Company closed a firm commitment underwritten public offering (the "S-1 Offering") in which it sold 4,000,000 shares of common stock, at a public offering price of $4.00 per share, to ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters ("ThinkEquity"), pursuant an underwriting agreement dated April 29, 2021. These shares of common stock were offered to and sold by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-253491), filed with the SEC, which was declared effective by the Commission on April 29, 2021 (the "S-1 Registration Statement"). The net proceeds to the Company, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s ~~selling activity has not reached~~estimated expenses, were approximately $14.6 million.

S-3 Offering

On July 21, 2021, the Company closed on a ~~level~~firm commitment underwritten public offering (the "S-3 Offering") in which it sold an aggregate of ~~revenue~~13,333,334 shares of Common Stock at a purchase price of $4.50 per share to ThinkEquity, pursuant to an underwriting agreement dated July 18, 2021. These shares of common stock were offered and sold by the Company pursuant to a registration statement on Form S-3, as amended (File No. 333-256216), filed with the SEC, which was declared effective by the SEC on June 14, 2021 and a Supplement to the Prospectus contained in this registration statement filed with the SEC on July 19, 2021. The net proceeds to the Company, after deducting the underwriting discount, the underwriters’ fees and expenses, and the Company’s estimated expenses were approximately $55.5 million.

Until we are able to sustain operations through the sale of products and services, we will continue to fund operations through equity and/or debt transactions. We can provide no assurance that the financings described above will be sufficient to fund ~~its operating activities. These factors create an uncertainty as~~our operations until we are able to ~~how~~sustain operations through the ~~Company~~sale of products and services. In addition, there can be no assurance that such additional financing, if required, will ~~fund its operations and maintain sufficient cash flow~~be available to ~~operate as a going concern. The combination of these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.~~us on acceptable terms, or at all.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with ~~United States generally accepted accounting principles~~Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with ~~U.S. generally accepted accounting principles~~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 revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, ~~management’s~~management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Off-Balance Sheet Arrangements

We have no ~~significant~~ off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.arrangements.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

1431

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company ~~as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”)~~ and are not required to provide ~~the information under~~ this ~~item.~~information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures ~~are controls and procedures that~~ are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's ~~rules and forms.~~rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were ~~not~~ effective as of ~~September 30, 2017.~~January 31, 2022, except that our disclosure controls and procedures are not effective for the following reasons:

~~Because of our working capital limitations, management is presently unable to spend any efforts in remediating these control deficiencies.~~

•

We did not maintain effective controls regarding the timely financial reporting of accounting transactions. Specifically, certain individuals did not provide reporting on a timely basis regarding certain corporate banking accounts which they managed. The failure to comply with the Company's internal reporting deadlines increases the risk that (i) transactions are not properly accounted for, and (ii) adequate documentation is not obtained. Both risks can adversely impact the accuracy of our financial reporting. The Company is presently evaluating how to remedy this internal control weakness.

Changes in Internal Control over Financial Reporting

~~Our management has also evaluated~~During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.~~reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

1532

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~From time~~There are no pending legal proceedings to ~~time,~~which the Company ~~may become subject to various legal proceedings that are incidental~~is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the ~~ordinary conduct of its business. Although~~Company or has a material interest adverse to the ~~Company cannot accurately predict~~Company. The Company's property is not the ~~amount~~subject of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information andpending legal ~~advice and may be adjusted from time to time according to developments.~~proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the "Exchange Act") and are not required to provide the ~~information under this item.~~information.

ITEM 2. RECENT UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~We have previously disclosed all~~There were no sales of equity securities ~~without registration~~sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company except as set forth below:

During the quarter ended January 31, 2022, pursuant to our 2019 Equity Incentive Plan, we issued options to purchase a total of ~~1933 (the “Act”).~~737,000 shares of our common stock at prices ranging from $1.69 to $2.52 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~On March 6, 2017, the Company sold 5% OID Senior Convertible Notes (the “Notes”) in the principal amount of $750,000 to investors. The Notes matured on September 3, 2017 (the “Maturity Date”).~~None.

On the Maturity Date, the Company was required to repay an amount equal to 120% of outstanding principal and accrued interest. The Company was unable to repay the Notes and accrued interest on the Maturity Date resulting in a default of approximately $1,012,000 on the Notes.

~~As of November 14, 2017, the total amount due under the Notes was approximately $1,047,000 including accrued interest.~~

ITEM 4. MINE SAFETY DISCLOSURES

~~N/A.~~Not applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Incorporated by Reference Filed or Furnished
Exhibit # Exhibit Description Form Date Number Herewith
2.1 Agreement and Plan of Merger *** 8-K 9/13/16 2.1
2.2 Articles of Merger - Nevada 8-K 9/13/16 2.2
2.3 Statement of Merger - Arizona 8-K 9/13/16 2.3
3.1 Articles of Incorporation, as amended S-1 2/8/17 3.1
3.2 Bylaws, as amended S-1 2/8/17 3.2
4.1 Certificate of Designation for Series A-1 Convertible Preferred Stock 8-K 8/30/16 4.1
4.2 Amended and Restated Certificate of Designation for Series A Convertible Preferred Stock *** 8-K 9/13/16 4.1
4.3 Form of Merger Warrant dated September 7, 2016 8-K 9/13/16 4.2
4.4 Form of Investor Warrant dated September 7, 2016 8-K 9/13/16 4.3
4.5 Certificate of Correction to Certificate of Designation of the Series C Convertible Preferred Stock filed with the Nevada Secretary of State on May 22, 2014 10-K 3/31/15 4.5
4.6 Certificate of Amendment to Certificate of Designation of the Series C Convertible Preferred Stock filed with the Nevada Secretary of State on September 19, 2014 10-K 3/31/15 4.6
4.7 Certificate of Designation of Series C Convertible Preferred Stock filed with the Nevada Secretary of State on May 20, 2014 8-K 5/28/14 4.1
10.1 Non-Qualified Stock Option under the 2016 Equity Incentive Plan Filed
10.2 Jonathan Read Severance Agreement dated January 31, 2017 10-K 4/7/17 10.14
10.3 Form of Securities Purchase Agreement dated March 3, 2017 *** 8-K 3/7/17 10.1
10.4 Form of Senior Convertible Note dated March 3, 2017 *** 8-K 3/7/17 10.2
10.5 Form of Warrant dated March 3, 2017 *** 8-K 3/7/17 10.3
10.6 Form of Convertible Promissory note dated July 15, 2016 8-K 7/27/16 10.1
10.7 Form of Exchange Agreement dated August 24, 2016 *** 8-K 8/30/16 10.1
10.8 Form of Convertible Promissory Note dated August 30, 2016 8-K 9/6/16 10.1
10.9 2016 Equity Incentive Plan 8-K 9/13/16 10.1
10.10 Employment Agreement – John Wise 8-K 9/13/16 10.2
10.11 Employment Agreement – Jeffrey Rassas 8-K 9/13/16 10.3
10.12 Employment Agreement – Jonathan Read 8-K 9/13/16 10.4
10.13 Restricted Stock Unit Agreement – Jonathan Read 8-K 9/13/16 10.5
10.14 Jonathan Read Severance Agreement dated January 31, 2017 10-K 4/7/17 10.14
10.15 Securities Purchase Agreement dated September 7, 2016 *** 8-K 9/13/16 10.6
10.16 Registration Rights Agreement dated September 7, 2016 *** 8-K 9/13/16 10.7
10.17 Form of Agreement and Mutual Release dated as of July 21, 2016 *** 10-Q 11/8/16 10.11
10.18 Form of Note dated October 30, 2017 *** Filed
10.19 Form of Security Agreement dated October 30, 2017 *** Filed
10.20 Form of Guaranty Agreement dated October 30, 2017 *** Filed
31.1 Certification of Principal Executive Officer (302) Filed
31.2 Certification of Principal Financial Officer (302) Filed
32.1 Certification of Principal Executive and Principal Financial Officer (906) Furnished**
101.INS XBRL Instance Document Filed
101.SCH XBRL Taxonomy Extension Schema Document Filed
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed
101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed

Exhibit		*Description
10.1	~~Management contract or compensatory plan or arrangement.~~	Promissory Note issued to Allan Evans, dated as of March 11, 2022
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial and accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	**	~~This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.~~XBRL Instance Document
101.SCH	~~***~~	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to TimefireVR Inc., at the address on the cover page of this report, Attention: Corporate Secretary.

-------

1733

SIGNATURES

~~In accordance with~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly ~~authorized, this 14~~^th ~~day of November, 2017.~~authorized.

Date: March 17, 2022

Red Cat Holdings, Inc.

By: /s/ Jeffrey Thompson

Jeffrey Thompson

Chief Executive Officer

(Principal Executive Officer)

~~TimefireVR Inc.~~Date: March 17, 2022		By: /s/ Joseph P. Hernon


~~Signature~~		~~Title~~

~~/s/ Jonathan Read~~		Joseph Hernon Chief ~~Executive Officer and Director~~
~~Jonathan Read~~


~~Signature~~		~~Title~~

~~/s/ Jessica L. Smith~~		~~Chief Accounting and~~ Financial Officer
~~Jessica L. Smith~~		(Principal Financial and Accounting Officer)

1834

TIMEFIREVR INC.
(FORMERLY ENERGYTEK CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,			December 31,
		2017			2016
		(Unaudited)
ASSETS
Current Assets:
Cash	$	2,021		$	225,379
Escrow fund		—			79,855
Accounts receivable		86			—
Deposit on contract		—			75,000
Prepaid expenses and other current assets		157,500			119,545
Total current assets		159,607			499,779

Other Assets:
Property and equipment, net		29,279			38,735
Deposit		41,876			44,876
Total Assets	$	230,762		$	583,390

LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses	$	296,931		$	34,450
Demand obligation payable - related party		90,000			—
Convertible notes payable		713,158			—
Convertible note payable - related party		100,000			—
Accrued interest		211,965			—
Short-term advance - related party		57,400			—
Total current liabilities		1,469,454			34,450


Long Term Liabilities:
Derivative liabilities		262,823			4,392,075
Total long term liabilities		262,823			4,392,075

Total liabilities		1,732,277			4,426,525

Commitments and Contingencies		—			—

Mezzanine Equity
Preferred Series A stock, par value $.01 per share, 134,000 shares authorized; 133,334 shares issued and outstanding at September 30, 2017 and December 31, 2016. Stated at redemption value.		1,500,004			1,500,004

Shareholders' Equity/(Deficit):
Preferred Stock, par value $.01, 10,000,000 shares authorized all series:
Preferred Series A-1 stock, par value $.01 per share, 21,000 shares authorized; 14,923 and 20,371 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		149			204
Preferred Series B stock, par value $.01 per share, 300,000 shares authorized; no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		—			—
Preferred Series C stock, par value $.01 per share, 502 and 615 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		5			6
Common stock, par value $.001 per share, 500,000,000 shares authorized; 47,269,804 and 44,520,065 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		47,270			44,520
Additional paid-in capital		(738,877	)		(1,518,484	)
Accumulated deficit		(2,310,066	)		(3,869,385	)
Total shareholders' equity/(deficit)		(3,001,519	)		(5,343,139	)

Total Liabilities and Shareholders' Equity/(Deficit)	$	230,762		$	583,390


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TIMEFIREVR INC.
(FORMERLY ENERGYTEK CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2017			2016			2017			2016

Revenues	$	340		$	—		$	828		$	203,640
Cost of sales		102			—			248			—
Gross profit		238			—			580			203,640

Operating expenses:
Research and development		110,125			205,503			903,017			544,235
Occupancy		20,507			10,114			63,849			27,595
Depreciation and amortization		3,152			3,152			9,455			9,147
Officer compensation		108,864			105,875			571,779			105,875
Professional fees		89,457			259,381			733,823			264,209
Other operating expenses		1,783			8,513			35,624			15,281
Total operating expenses		333,888			592,538			2,317,547			966,342

Loss from operations		(333,650	)		(592,538	)		(2,316,967	)		(762,702	)

Other income (expense):
Change in fair value of derivative		114,191			—			4,129,252			—
Interest income		—			—			2			—
Interest expense		(108,774	)		(4,286	)		(252,968	)		(10,399	)
Total other income (expense)		5,417			(4,286	)		3,876,286			(10,399	)

Income/(loss) before income taxes		(328,233	)		(596,824	)		1,559,319			(773,101	)

Income tax expense		—			—			—			—

Net income/(loss)		(328,233	)		(596,824	)		1,559,319			(773,101	)

Accretion on Series A preferred stock		—			(397,591	)		—			(397,591	)

Net loss attributed to common shareholders	$	(328,233	)	$	(994,415	)	$	1,559,319		$	(1,170,692	)

Basic net income/(loss) per common share	$	(0.01	)	$	(0.02	)	$	0.03		$	(0.03	)
Diluted net income/(loss) per common share	$	(0.01	)	$	(0.02	)	$	0.02		$	(0.03	)

Basic weighted average common shares outstanding		47,269,804			41,569,112			46,135,441			41,456,782

Diluted weighted average common shares outstanding		47,269,804			41,569,112			69,561,595			41,456,782


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TIMEFIREVR INC.
(FORMERLY ENERGYTEK CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended
	September 30,			September 30,
	2017			2016

Operating Activities:
Net income/(loss)	$	1,559,319		$	(773,101	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		9,455			9,147
Common stock issued for services		242,500			—
Options issued for services		411,109			—
Change in derivative liability		(4,129,252	)		—
Restricted stock units issued for services		128,693			78,472
Interest expense from amortization of debt discount		40,658			—
Deferred rent		3,553			—
Changes in operating assets and liabilities:
Accounts receivable		(86	)		—
Prepaid expenses and other current assets		(37,955	)		(7,971	)
Deferred contracted software development costs - related party		—			55,938
Escrow fund		79,855			(214,750	)
Deposits		78,000			(44,876	)
Accrued interest		211,965			8,040
Accounts payable and accrued expenses		258,928			2,112
Unearned revenue - related party		—			(156,000	)
Net Cash Used in Operating Activities		(995,858	)		(1,042,989	)

Investing Activities:
Purchases of property and equipment		—			(8,737	)
Cash acquired in merger		—			420
Net Cash Used in Investing Activities		—			(8,317	)

Financing Activities:
Capital contributions		—			325,000
Proceeds from sale of Series A Preferred stock		—			1,500,004
Proceeds from notes payable		—			25,000
Payments on notes payable		—			(27,500	)
Demand obligation payable - related party		90,000			—
Short-term advance - related party		57,400			—
Net proceeds from convertible notes payable		677,500			—
Net proceeds from convertible notes payable - related party		95,000			—
Net Cash Provided by Financing Activities		772,500			1,822,504

Net Increase in Cash		(223,358	)		771,198

Cash - Beginning of Period		225,379			3,165

Cash - End of Period	$	2,021		$	774,363

Supplemental disclosure of non-cash investing and financing activities:
Conversion of Series C Preferred stock to common stock	$	1,130		$	1,000
Conversion of Series A-1 Preferred stock to common stock	$	545		$	—

Supplemental disclosure of cash flow information:
Interest paid in cash	$	346		$	1,268
Income taxes paid in cash	$	—		$	—


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.