NAPC Defense, Inc 10-K/A for FY2025
NAPC Defense, Inc. (NAPD)
About this 10-K/A
NAPC Defense, Inc filed this 10-K/A on September 19, 2025, covering the fiscal year ended April 30, 2025 (FY2025).
Headline figures
Fiscal year ended April 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $3.38M
- compared with a net loss of $711.99K a year earlier
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
year ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number:
(Exact name of registrant as specified in its charter) |
||
| 7310 | ||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
Edward K. West
Chief Executive Officer
(
| (Address and telephone number of registrant’s principal offices) |
| None |
| Securities registered under Section 12(b) of the Exchange Act |
| None |
| Securities registered under Section 12(g) of the Exchange Act |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
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.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o | |
| o | Smaller reporting company | |||
| (Do not check if a smaller reporting company) | Emerging growth company | |||
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o
The
aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $
As of September 11, 2025 the Registrant had outstanding shares of its common stock, $0.001 par value.
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EXPLANATORY NOTE
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
TABLE OF CONTENTS
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PART I
Forward-looking statements
Statements made in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).
Item 1. Description of Business
Overview
Description of Business
NAPC Defense, Inc. (the “Company”) was incorporated in the State of Nevada on January 24, 2016 as Beliss Corp. The Company changed its name on April 1, 2024, to NAPC Defense, Inc. with the State of Nevada to reflect its new business focus. The Company is engaged in activities in the defense and security industries, including weapons systems, tactical platforms such as CornerShot®, and other technologies designed for use by military, paramilitary, and law enforcement agencies.
The Company’s strategy includes:
| ● | Weapons Systems – Development and adaptation of specialized firearms platforms, including the CornerShot® system, which allows operators to engage threats from protected positions. |
| ● | Non-Lethal Solutions – Exploration and development of non-lethal weapons designed for law enforcement and crowd control, providing alternatives to traditional force. |
| ● | Protective Systems – Research and potential acquisition of protective technologies, including ballistic shields, armor solutions, and personal protective equipment for defense and security personnel. |
| ● | Research and Development (R&D) – Establishing partnerships and internal programs to identify emerging defense technologies and advance them toward commercialization. |
| ● | Contracting and Distribution – Positioning to work with U.S. and allied defense agencies, law enforcement agencies, and approved international partners to supply equipment and tactical solutions. |
Through these efforts, the Company intends to build a diversified portfolio of defense-related technologies, both through internal development and through acquisitions or licensing of proven systems, to serve government, military, and security clients worldwide.
Corporate History
NAPC Defense, Inc. (the “Company”) was incorporated in the State of Nevada on January 24, 2016 as Beliss Corp. On April 1, 2024, the Company changed its name to NAPC Defense, Inc. to reflect its transition into the defense and security sector. Since the name change, the Company has focused exclusively on developing, licensing, and distributing advanced defense and security technologies for use by military, law enforcement, and government agencies.
The Company will produce and supply CornerShot® units under license from Silver Shadow of Israel to overseas militaries and governments, subject to U.S. government approvals, as well as to U.S.-based law enforcement agencies. In addition, the Company intends to leverage established supplier relationships for the sourcing and sale of personal ballistic protection equipment, including helmets, bullet-resistant vests, and shields, for both domestic and international clients.
The Company is also engaged in the procurement and distribution of small-caliber arms, including rifles and pistols, along with newly developing firearms technologies. Further initiatives include brokering the supply of larger-scale ammunition and artillery through approved overseas channels for sale to U.S. allies and other authorized purchasers. The Company is likewise pursuing opportunities in the brokering and distribution of armored vehicles for both domestic use and international markets.
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In March of 2024, the board determined and entered into an acquisition agreement for the acquisition of the rights, intellectual property, and associated contracts, letters of intent, and assets from Native American Pride Constructors, LLC for acquisition of certain rights to sale and production of the CornerShot firearms and surveillance technology, owned by Silver Shadow of Israel and licensed to Native American Pride Constructors LLC (Native American), and other associated leads and rights into the defense industry, including munitions brokering overseas under United States State Department Approval for artillery, rocket, and other munitions sales from off shore sources to U.S. approved allies and other countries. Native American held rights to a number of ATF licenses for sale and production of arms, was a party to a transaction for potential contract and sale of the Cornershot to Saudi Arabia and for sale in the US, and held large access to broker munitions under US approval overseas, from foreign sourced to US Allies and approved countries.
In addition, NAPC Defense, Inc. intends to eventually develop other defense lines of technology including small arms, suppressor technology development business, and other items of opportunity held by Native American Pride Constructors LLC, the board determined that an acquisition agreement of such rights was in the best interest of the Company to pursue as an additional business direction while maintaining its treasure related business. Such agreement was reached on March 26, 2024, however, was subject to further diligence and verification of the list of acquired rights and business plans with a close out date of May 1, 2024 and sign off by NAPC Defense, Inc./BLIS by the CEO for release of the consideration to be made for the purchase of such rights. The board concluded that the addition of this business direction was in the best interest of the Company, regardless of the specific acquisition transaction closing. Pursuant to the March 26, 2024 agreement such acquisition of rights was made for 95,000,000 shares of common stock to be distributed upon approval by NAPC Defense, Inc../BLIS to enumerated parties at such time being May 1, 2024 or after. Such shares were not to be distributed to Native American upon release, so there was no change in control to Native American. There was an acquisition of such rights, intellectual property, sales leads, letters of intent, contract rights and leads, and other matters set forth in such agreement to gain the rights from Native American Pride and change the Company’s name to its new defense line of work to NAPC Defense, Inc. but still maintain the treasure business on a more limited basis.
Such shares were subject to release by the Company upon approval of the business lines, by the then current but now former CEO and Director. Such shares did not cause a change in ownership control by any majority shareholder and have been under the rights as set forth in the acquisition agreement.
NAPC Defense, Inc. was able to secure the rights to the following items as part of the deal:
| ● | CornerShot rights for sale, domestically and through Saudi Arabia as existing with Silver Shadow of Israel, including the LOI for the CornerShot sale for Saudi Arabia from the Ministry of Defense, which is expected, for an expected order and contract for some 37,000 units of the CornerShot firearms and tactical units to Saudi Arabia as held by Native American Pride for the Silver Shadow of Israel, amount owed for Saudi Arabian payment potential under a contract if transacted. Such rights include the ability to contract and utilize the ATF licenses held for production and sale of firearms and accessories related to such technology under contract with NAPC Defense, Inc./BLIS, and existing approvals from the Department of State for foreign arms transactions, an existing or expected approval for firearms under approval from the Saudi Government. As well this includes the existing relationship with the Saudi Ministry of Defense for interest in the CornerShot purchase, including the relationship and visits expected for closing of such contract. Rights to the proceeds from the joint venture in Saudi Arabia for such introductions and potential future sales, visit to occur in Saudi Arabia, and domestic US sales potentials, including domestic law enforcement shows, conventions and US Military demonstration. |
| ● | In addition, the ability and agreements to produce the CornerShot domestically in the United States which includes a current plastics manufacturer relationship and metals production relationship, both to be contracted, for such units of the CornerShot to be produced for all contracts or purchase orders which could be achieved. The Company attended various industry and networking conventions and conferences in Florida in June 2024, in New Jersey in June 2024 and the visit to Saudi Arabia in the summer of 2024. |
| ● | Rights as existing to the CornerShot from Silver Shadow of Israel. To include the foreign sales to Saudi Arabia created by persons related to Native American, as well as domestic sales to law enforcement or government agencies in the United States. To include all media, CornerShot units, additional show and demonstration units, videos, and other rights. |
| ● | Overseas brokering opportunities of ammunition sales to US Allies, with State Dept. the DDTC (Directorate of Defense Trade Controls, a government agency within the United States Department of State) as a registered broker the ability to request pre-brokering approval. This includes the sources and leads existing to large scale munitions inventories from third parties, including those on a revolving list that is held by parties which are available overseas for sale, to approved countries and end users. This includes all contacts and relations to overseas producers, holders, and potential purchasers of large-scale munitions sales for such areas as Allied and US military or foreign add to Ukraine. These leads and brokering needed confirmation as to available inventories from owners overseas by the Company through relations created with the new operations. The amounts and the available rolling catalogues of available munitions and sources were subject to review and approval for final distribution. The verification was to be made as of or after May 1, 2024, through the former CEO with his experience and knowledge. |
| ● | Verification for ability to design, manufacture and sell new items and lines of firearms and accessories to include but not be limited to rifles, small arms, ammunition, and accessories. the Company had additional information and contacts and will use the abilities of production and sales under the Native American Pride permits to conduct such study of new technologies, firearms, production, prototyping knowledge, and sales rights as necessary. |
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Thus on April 1, 2024 there was the change in officers and directors, which was made for an additional new segment of the Company into the defense and law enforcement business. Pursuant to the Board of Directors resolution there was no change in control of the Issuer to any party. The change in officers and directors was made to include the following for the change in the main direction of the Company: The Agreement was entered into without abandoning the treasure and recovery business, while the board made a change in officers and directors. There was no change in control of the Company.
Thus, pursuant to the Board of Directors intent for the new addition of a business line for defense, it was decided and concluded that as of April 1, 2024, Craig A. Huffman, Patrick Scheider, and Frederick Conte, resigned as officer and directors, with Craig A. Huffman to continue as Secretary and Chief Legal Officer for the Corporation while overseeing and approval of the acquisition, overseeing corporate compliance, contracting and numerous other matters on a continuing basis. The board appointed Edward K. West as Director and Chief Executive Officer, Evelyn R. Gurba as director, Derrick West as director, and John Spence as director and Chief Financial Officer.
The Company determined the new business priority would best be reflected by a change in the name to NAPC Defense, which was reflected by a change of the corporate name in the State of Nevada to NAPC Defense, Inc.
At April 30, 2025 NAPC Defense, Inc. decided to discontinue its treasure and shipwreck recovery business in order to focus on its defense related business.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
The Company is not presently involved in any litigation, except as noted below, nor is it aware of any pending or threatened litigation against us of a material nature.
In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that the Company did not follow through on a contract for their services related to its Regulation A offering in 2022. The Company has defended and is defending such on the basis that Delmar never performed on its obligations and therefore was discharged on the contract. Such matter is pending motions by NAPC Defense, Inc. in the county court. Such lawsuit is seeking $20,000 by Delmar. As of April 30, 2025, the suit was pending dismissal for lack of prosecution.
Item 4. Mine Safety Disclosures
Not applicable to smaller reporting companies.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
Our common stock is presently quoted on the Pink Sheets under the symbol “BLIS”, as reflected below, though the current trading volume is small. No assurance can be given that any market for our common stock will continue in the future or be maintained. If an “established trading market” ever develops in the future, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the Securities and Exchange Commission by members of management, consultants, promissory note holders or others may have a substantial adverse impact on any such market and the sale of restricted securities by management or others may significantly depress the market price of the Company’s shares. There is currently a limited trading market for our securities on the Pink Sheets. We cannot assure when and if an active-trading market in our shares will be established, or whether any such market will be sustained or sufficiently liquid to enable holders of shares of our common stock to liquidate their investment in our company. If an active public market should develop in the future, the sale of unregistered and restricted securities by current shareholders may potentially have a substantial negative impact on any such market. The Company’s share price is quoted on the Pink Sheets. Accordingly, an investment in our securities should only be considered by those investors who do not require liquidity and can afford to suffer a total loss of their investment. An investor should consider consulting with professional advisers before making such an investment. Furthermore, the price of our common stock may be subject to a very high degree of volatility, which makes owning shares of our common stock highly risky. Shareholders may find it to be very difficult to deposit our shares into a brokerage account and should consult with a financial advisor before purchasing NAPC Defense Inc.’s shares.
Our stock price fluctuated between $0.0487 and $0.0004 for the year ended April 30, 2025 and $0.0440 and $0.0044 for the year ended April 30, 2024. The price of our shares may fluctuate significantly despite the absence of any apparent reason. In addition, our stock is thinly traded, leading to even greater volatility. You should expect this volatility to continue into the foreseeable future.
The following table reflects the high and low prices of our stock for each quarter during the periods ended April 30, 2025 and 2024:
| Quarter Ended | High Price | Low Price | ||
| July 31, 2023 | 0.0440 | 0.0200 | ||
| October 31, 2023 | 0.0290 | 0.0083 | ||
| January 31, 2024 | 0.0150 | 0.0044 | ||
| April 30, 2024 | 0.0300 | 0.0046 | ||
| July 31, 2024 | 0.0487 | 0.0100 | ||
| October 31, 2024 | 0.0268 | 0.0123 | ||
| January 31, 2025 | 0.0210 | 0.0050 | ||
| April 30, 2025 | 0.0179 | 0.0004 |
Approximate Number of Holders of Common Stock
At April 30, 2025, there were 238,251,927 issued and outstanding shares of common stock held by a total of 100 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2025 and 2024.
Recent Sales and Other Issuances of Unregistered Securities
Purchase or Sale of our Equity Securities by Officers and Directors
During the years ended April 30, 2025 and 2024 there have been no sales of securities to officers and directors.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to provide a narrative of our financial results and an evaluation of our financial condition and results of operations. The discussion should be read in conjunction with our consolidated financial statements and notes thereto. A description of our business is discussed in Item 1 of this report, which contains an overview of our business as well as the status of our ongoing project operations.
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Critical Accounting Estimates
Impairment of long-lived and intangible assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the year ended April 30, 2025 the Company’s Management determined that three of its vessels were impaired and the Company wrote down the carrying value of the vessels of $140,296 to $0, included in the loss from discontinued operations.
Non-cash equity grants
The Company recognizes all share-based payments to employees and service providers, including grants of employee stock options, as compensation expense in the audited financial statements based on their fair values. That expense will be recognized over the period during which an employee or service provider is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately.
Results of operations
We have incurred recurring losses to date. Our consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. However, there can be no assurances that we will be able to raise additional capital. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from the issuance date of these financial statements.
Summary of the Year Ended April 30, 2025 Results of Operations Compared to the Year Ended April 30, 2024 Results of Operations
Revenue
The Company recorded revenue of $0 and during the years ended April 30, 2025 and 2024, respectively.
Operating Expenses
During the year ended April 30, 2025, the Company incurred general and administrative expense of $1,832,398, rent expense of $315,070, consulting and accounting expense of $274,864, legal fees of $42,942, research and development expenses of $15,632, and professional fees of $4,054.
During the year ended April 30, 2024, the Company incurred consulting and accounting expense of $248,722, general and administrative expense of $94,345, legal fees of $17,040, professional fees of $14,300, and rent expense of $9,600.
Total operating expenses were $2,484,960 for the year ended April 30, 2025 versus $384,007 for the year ended April 30, 2024, an increase of $2,100,953 in 2025 or 547.1%. The increase in operating expenses for the year ended April 30, 2025 is largely attributable to increases in general and administrative expense of $1,738,053 which includes impairment expense of $1,755,296, rent expense of $305,470, consulting and accounting expense of $26,142, legal fees of $25,902, and research and development of $15,632. These increases offset decreases in professional fees of $10,246.
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Other Expenses
Total other expenses were $748,307 during the year ended April 30, 2025 and $128,266 during the year ended April 30, 2024, an increase of $620,041 or 483.4% in 2025. Other expenses increased during the year ended April 30, 2025 primarily due to increases of $314,772 for financing fees, $248,667 for amortization of debt discount, $57,646 decrease in interest expense, $67,000 for fair value of warrants , and $47,998 for loss on extinguishment of debt.
Total other expenses were $128,266 during the year ended April 30, 2024 which was all related to interest expenses.
Discontinued Operations
During the year ended April 30, 2025, the Company had a loss from operations of discontinued operations of $143,732.
During the year ended April 30, 2024, the Company had a loss from operations of discontinued operations of $199,713.
Net Loss
For the year ended April 30, 2025 the Company incurred net losses of $3,376,999 versus net losses of $711,986, for the year ended April 30, 2024. The increase in net loss of $2,665,013 during the year ended April 30, 2025 was due to increases in operating expenses and other expenses.
Deemed Dividend
During the year ended April 30, 2025, the Company had a deemed dividend of $82,913 related to a price protection exercise price adjustment on warrants.
Net Loss Applicable To Common Stockholders
During the year ended April 30, 2025, net loss applicable to common stockholders was $3,459,912. During the year ended April 30, 2024, net loss applicable to common stockholders was $711,986.
Liquidity and Capital Resources and Cash Requirements
Liquidity and capital resources
As at April 30, 2025, our total assets were $16,452.
As at April 30, 2025, our current liabilities were $1,163,126 and stockholders’ deficit was $1,146,674.
As of April 30, 2025, we had a net working capital deficit of $1,146,674.
Cash flows from operating activities
For the year ended April 30, 2025 net cash flows used in operating activities was $797,225
For the year ended April 30, 2024 net cash flows used in operating activities was $340,738.
The increase in cash used in operating activities is primarily attributable to an increase in net loss.
8
Cash flows from financing activities
For the year ended April 30, 2025 cash flows provided by financing activities were $809,037.
For the year ended April 30, 2024 cash flows provided by financing activities were $134,016.
The increase in cash provided by financing activities is attributable to an increase in proceeds from convertible notes payable and cash proceeds from the sale of common stock.
We qualify as a “smaller reporting company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
For example, smaller reporting companies are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or the auditor attestation of internal controls over financial reporting.
Future Financings
The Company will continue to rely on equity sales of common shares and debt, including convertible promissory notes, in order to continue to fund business operations. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve any additional sales of equity securities or arrange for debt or other financing to fund planned operations.
Convertible Promissory Note Dilution
| The Company’s convertible notes payable may result in significant dilution to the current shareholders and result in a decrease in the price of the Company’s stock. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. There are additional terms and conditions contained in the notes that could result in the Company being required to issue a significant amount of shares and/or warrants to the lenders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a substantial decrease in the market price of the Company’s shares. |
Liquidity and Capital Resources and Cash Requirements
As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. At April 30, 2025, the Company had a working capital deficit of $1,146,674. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from the issuance date of these financial statements.
The Company may not be able to continue as a going concern. The report of our independent auditors for the years ended April 30, 2025 and 2024 raises substantial doubt as to our ability to continue as a going concern. If the Company is not able to continue as a going concern, it is highly likely that all capital invested in the Company will be lost.
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement its business plan and impede the speed of its operations.
Recently Issued Accounting Pronouncements
For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see "Note 3: Recent Accounting Pronouncements" in the consolidated financial statements filed with this Annual Report.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
9
NAPC Defense, Inc.
CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2025 and 2024
Table of Contents
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of:
NAPC Defense, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of NAPC Defense, Inc. (the “Company”) as of April 30, 2025, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had a net loss and cash used in operations since inception, and a working capital deficit of $1,146,674, at April 30, 2025. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com • info@salbergco.com
Member National Association of Certified Valuation Analysts • Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality
F-2
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Salberg & Company, P.A.
We have served as the Company’s auditor since 2025.
September 11, 2025
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
NAPC Defense, Inc.
(formerly Treasure & Shipwreck Recovery, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of NAPC Defense, Inc. (the Company) as of April 30, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended April 30, 2024, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024, and the results of its operations and its cash flows for the year ended April 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2024. | |
PCAOB Firm ID#6920 Tampa, Florida | |
| August 13, 2024 | |
| 3702 W Spruce St #1430 • Tampa, Florida 33607 • +1.813.441.9707 | |
F-4
| NAPC Defense, Inc. |
| CONSOLIDATED BALANCE SHEETS |
| As of April 30, 2025 and 2024 |
| April 30, 2025 | April 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid listing fees | ||||||||
| Prepaid consulting fees | ||||||||
| Total current assets | ||||||||
| Prepaid product rights | ||||||||
| Security deposit | ||||||||
| Assets of discontinued operations, non-current | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Related party advances | ||||||||
| Customer deposits | ||||||||
| Convertible notes payable, net of discounts | ||||||||
| Short term loans | ||||||||
| Related party short term loans | ||||||||
| Related party convertible loans | ||||||||
| Contingent liabilities | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ Deficit (Equity) | ||||||||
| Preferred stock, $ par value; shares authorized, shares issued and outstanding | ||||||||
| Common stock, par value $; shares authorized, and shares issued and outstanding at April 30, 2025 and 2024, respectively | ||||||||
| Common stock to be issued ( and shares at April 30, 2025 and 2024) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit (Equity) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
F-5
| NAPC Defense, Inc. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| Years ended April 30, 2025 and 2024 |
| For the Years Ended | ||||||||
| April 30, 2025 | April 30, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Rent | ||||||||
| Consulting and accounting | ||||||||
| Legal fees | ||||||||
| Research and development | ||||||||
| Professional fees | ||||||||
| Boat expenses | ||||||||
| Labor | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Amortization of debt discount | ( | ) | ||||||
| Financing fees | ( | ) | ||||||
| Loss on extinguishment of debt | ( | ) | ||||||
| Gain on extinguishment of debt | ||||||||
| Fair value of warrants issued | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Discontinued operations | ||||||||
| Loss from operations of discontinued operations | ( | ) | ( | ) | ||||
| Total discontinued operations | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income tax | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Deemed dividend | ( | ) | ||||||
| Net loss applicable to common stockholders | $ | ( | ) | $ | ( | ) | ||
Basic and diluted net loss per share – Continuing operations | $ | ( | ) | $ | ( | ) | ||
Basic and diluted net loss per shares – Discontinued operations | $ | ( | ) | $ | ( | ) | ||
Basic and diluted net loss per share applied to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net Loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements.
F-6
| NAPC Defense, Inc. |
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) |
| Years ended April 30, 2025 and 2024 |
| Preferred Stock | Common Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | to be Issued | Capital | Deficit | Equity (Deficit) | |||||||||||||||||||||||||||
| Balance - April 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Common stock issued for services | - | - | |||||||||||||||||||||||||||||||||
| Conversion of debt and interest to common stock | - | - | |||||||||||||||||||||||||||||||||
| Exploration investment | - | - | - | ||||||||||||||||||||||||||||||||
| Shares issued for investment | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance - April 30, 2024 | ( | ) | |||||||||||||||||||||||||||||||||
| Common stock and warrants issued for cash | - | - | |||||||||||||||||||||||||||||||||
| Conversion of debt and interest to common stock | - | - | |||||||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | ||||||||||||||||||||||||||||||||||
| Relative fair value of warrants issued with convertible notes payable | - | - | - | ||||||||||||||||||||||||||||||||
| Common stock issued for finance fees | - | - | |||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | |||||||||||||||||||||||||||||||||
| Cashless exercise of warrants | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Fair value of warrants issued | - | - | - | ||||||||||||||||||||||||||||||||
| Deemed dividend from warrant price protection | - | - | - | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance - April 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
F-7
| NAPC Defense, Inc. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| Years ended April 30, 2025 and 2024 |
| For the Years Ended | ||||||||
| April 30, 2025 | April 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock compensation | ||||||||
| Amortization of debt discount | ||||||||
| Financing fees | ||||||||
| Loss on impairment of assets | ||||||||
| Loss on extinguishment of debt | ||||||||
Fair value of warrant issued | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in prepaid expenses | ||||||||
| Increase (decrease) in deposits | ||||||||
| Increase (decrease) in accounts payable | ||||||||
| Increase (decrease) in accrued interest payable | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Cash proceeds from sale of common stock and warrants | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from short-term loans related party | ||||||||
| Proceeds from related party advances | ||||||||
| Payment of short-term loans related party | ( | ) | ||||||
| Payments of related party convertible loans | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net change increase in cash | ( | ) | ||||||
| Cash - beginning of the period | ||||||||
| Cash - end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flows | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Warrants issued with convertible notes | $ | $ | ||||||
| Conversion of notes payable & accrued interest | $ | $ | ||||||
| Common stock issued as commitment fees recorded as debt discount | $ | $ | ||||||
Deemed dividend | $ | $ | ||||||
| Product rights prepaid in common stock | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
F-8
| NAPC Defense, Inc. |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| Years ended April 30, 2024 and 2023 |
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Corporate History
NAPC Defense, Inc. was incorporated in the State of Nevada on January 24, 2016 as Beliss Corp. On April 1, 2024, the Company changed its name to NAPC Defense, Inc. with the State of Nevada to reflect its focus on the military arms and law enforcement field. The Company will produce and supply CornerShot® units under license from Silver Shadow of Israel to overseas militaries and governments, subject to U.S. Government approval, as well as to U.S.-based law enforcement agencies. The Company is pursuing contracts for the CornerShot® system as well as developing its own proprietary line of small arms, including pistols, for commercial and government sales.
Additionally, the Company has entered into partnerships for the distribution of ballistic protection products through Extremis, and less-than-lethal products with Lamperd Less Lethal of Canada.
The Company also intends to sell and has direct lines of sourcing personal ballistics protection for personnel, such as helmets, bullet resistant vests and shields for overseas sale and domestic sale to US entities. In addition, the Company will use contacts and sources for the sale of small caliber arms in form of rifles and pistols including newly developing technologies and products for overseas and domestic sales. Other areas of brokering existing contacts from overseas of larger scale ammunition and artillery from overseas sources is being followed from known sources of supply for brokered sales to US approved allies and other countries. The brokering of armored vehicles for domestic purchase and overseas sales is also being pursued. The Company has developed and will continue to develop its own line of silencers and small arms in pistols, while it has entered into additional fields of ballistics and other less than lethal products, as well as pursuit of numerous other categories of law enforcement and defense related technologies. The company has disposed of most all former business line related assets and is focused solely on Defense and other related industries since April 30, 2025 reporting date.
NOTE 2 – GOING CONCERN
These consolidated financial statements have been
prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future. The Company has incurred net losses and used net cash in its operations since inception.
Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from the issuance
date of these financial statements. Management’s plans include raising capital through the equity markets to fund operations and
the generation of revenue through its business. The Company does not expect to generate any significant revenues for the foreseeable
future. At April 30, 2025, the Company had a net working capital deficit of $
Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of these financial statements; however, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Convertible Notes Payable and Notes Payable, in Default
The Company does not have additional sources of debt or equity financing to refinance or pay off its notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company.
F-9
The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders. As such when these notes are converted into equity there is typically a highly dilutive effect on current shareholders and very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock.
See Note 5 – Notes Payable and Convertible Notes Payable, for further information regarding the Company’s convertible notes payable and notes that are currently in default.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
This summary of significant accounting policies of NAPC Defense, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements. The Company’s year-end is April 30.
Principles of Consolidation
The consolidated financial statements include the consolidated accounts of NAPC Defense, Inc. and its wholly-owned subsidiaries, NAPC Defense Media Group, Inc. and TSR Holdings, Inc. NAPC Defense Media Group, Inc. and TSR Holdings, Inc. do not have any operations. Intercompany transactions and balances have been eliminated.
Use of Estimates
The process of preparing consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Significant estimates for the years ended April 30, 2025 and 2024 include valuation of property, plant and equipment, valuation of intangible assets, valuation allowances against deferred tax assets, and the fair value of non cash equity transactions.
Reclassifications
Certain prior year amounts have been reclassified
to conform with the current year presentation. These related to (i) reclassifications from fixed assets, net of depreciation to assets
of discontinued operations, non-current, (ii) reclassification between short term loans and related party short term loans, (iii) reclassification
between short-term loans and related party convertible loans, (iv) reclassification of operating expenses to loss from operations of
discontinued operations, and (v) reclassification from unearned compensation to prepaid consulting fees. For the year ended April 30,
2024, fixed assets, net of depreciation changed from $143,732 per filed to $
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
There
were no cash equivalents at April 30, 2025 and 2024. Financial instruments that potentially subject the Company to concentration of credit
risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $
Research and Development Expenses
Expenditures for research and development are expensed as incurred.
Revenue Recognition
The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments.
The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.
F-10
The Company has adopted the Financial Accounting Standards Board (“FASB”) ASC 260-10, which provides for the calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.
The potentially dilutive common stock equivalents for the years ended April 30, 2025 and 2024 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of April 30, 2025 and 2024, there were approximately and shares of common stock underlying our outstanding convertible notes payable and warrants, respectively.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices 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 assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments.
Fixed Assets
Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Gains and losses upon disposition are reflected in the consolidated statements of operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred.
Impairment of Long-Lived and Intangible Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the year ended April 30, 2025 the Company’s Management determined that three of its vessels were impaired and the Company wrote down the carrying value of the vessels of $140,296 to $0, included in the loss from discontinued operations.
On March 26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, (“NAPC, LLC”) that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales overseas opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to defense relate product rights and the complimentary knowledge, expertise, experience and business contacts in order to manufacture, market, distribute and broker the product. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the product rights.
F-11
In March of 2024 the Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 to NAPC, LLC which was shown on the accompanying consolidated balance sheet as prepaid asset as of April 30, 2024. The shares were issued for the purchase of the product rights, expertise and knowledge necessary to commercialize the product rights, and were subject to issuance under control of the Company’s prior President until sign off and final determination of certain contingent terms and conditions. The shares were valued based on the closing price of the Company’s stock on the date of the agreement. Upon completion of due diligence and a verification of certain terms and conditions, the deal closed and the shares issued to NAPC, LLC were reclassified from a prepaid asset to intellectual property. NAPC Defense, Inc.’s management has determined that the intellectual property should be impaired based on the Company not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company elected to write down the value of the intellectual property to $0 which is included in general and administrative expenses in the statement of operations for the year ended April 30, 2025.
Stock Based Compensation to Employees and Service Providers
The Company recognizes all share-based payments to employees and service providers, including grants of employee stock options, as compensation expense in the consolidated financial statements based on their fair values. That expense will be recognized over the period during which an employee or service provider is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately.
Convertible Debentures
The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.
Convertible Notes
Given that the Convertible Notes, Warrants and Common Stock (“Commitment Shares”) that were issued in a singular transaction are not subject to subsequent fair value accounting treatment, Management determined the relative fair value method shall be used for allocating the proceeds of the transaction. Under the relative fair value method, the instrument being analyzed is allocated a portion of the proceeds based on its fair value to the sum of the fair value of all the instruments covered in the allocation.
Customer Deposits
Customer
deposits are an amount paid by a customer prior to the Company providing it with goods or services. The Company has an obligation to
provide the goods or services to the customer or to return the money. The Company had $
Leases
The Company accounts for leases under ASU 842. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.
Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the consolidated statements of operations.
Finance leases are recorded as a finance lease liability and property, plant and equipment asset, based on the present value of lease payments. The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease.
As permitted under the guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
F-12
Discontinued Operations
A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period.
Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of our wholly-owned subsidiaries, NAPC Defense Media Group, Inc,, and TSR Holdings, Inc. The discontinued operations exclude general corporate allocations.
Segment Information
In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The Company has adopted this standard in the current fiscal year. The Company has determined that it has one reportable segment, which includes defense related business including generating revenue and incurring expenses. The Company will focus on the production and supply of CornerShot® units under license from Silver Shadow of Israel to overseas militaries and governments, subject to U.S. Government approval, as well as to U.S.-based law enforcement agencies. The single segment was identified based on how the Chief Operating Decision Maker, who the Company has determined to be its Chief Executive Officer, manages and evaluates performance and allocates resources.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the financial statements.
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 in its fourth quarter of 2026. ASU 2023-09 allows for adoption using either a prospective or retrospective transition method.
All other recent accounting pronouncements are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
NOTE 4 – INTELLECTUAL PROPERTY INCLUDING PRODUCT RIGHTS, CONTRACTUAL RIGHTS AND RELATED INFORMATION
On March 26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, (“NAPC, LLC”) that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales overseas opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to defense related product rights and the complimentary knowledge, expertise, experience and business contacts in order to manufacture, market, distribute and broker the product. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the product rights.
In March of 2024 the Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 to NAPC, LLC which was shown on the accompanying consolidated balance sheet as prepaid asset as of April 30, 2024. The shares were issued for the purchase of the product rights, expertise and knowledge necessary to commercialize the product rights, and were subject to issuance under control of the Company’s prior President until sign off and final determination of certain contingent terms and conditions. The shares were valued based on the closing price of the Company’s stock on the date of the agreement. Upon completion of due diligence and a verification of certain terms and conditions, the deal closed and the shares issued to NAPC, LLC were reclassified from a prepaid asset to intellectual property. NAPC Defense, Inc.’s management has determined that the intellectual property should be impaired based on the Company’s not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company impaired the balance of $1,615,000 of the intellectual property to $0 which is included in general and administrative expenses in the accompanying consolidated statement of operations for the year ended April 30, 2025.
F-13
NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
Related Party Convertible Loans
An
officer of the Company provided a loan to NAPC Defense, Inc., under a convertible promissory note in the year ended April 30, 2022. This
convertible promissory note is unsecured, non-interest bearing, and is convertible into common shares of the Company stock at $2.75 per
share and due on demand. The balance due to the officer was $
On April 20, 2022, the Company entered into a convertible note payable with an individual who was a member of the Company’s Board of Directors. The convertible note payable, with a face value of $50,000, bears interest at 10% per annum and was due on July 21, 2022. The convertible note payable is convertible upon default, at the note holder’s option, into the Company’s common shares at a fixed conversion rate of $0.05. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. This convertible promissory note was converted to common stock during the year ended April 30, 2024.
On February 1, 2024 the Company entered into a master convertible corporate note agreement with Native American Pride Constructors, LLC (“NAPC, LLC”). NAPC, LLC advanced $63,791 to NAPC Defense, Inc. during the year ended April 30, 2024 to cover various operating expenses. The loan balance is convertible into the shares of NAPC Defense, Inc. at the discretion of the NAPC, LLC at a rate of $0.03 per share. The note does not pay interest and there is no specific time frame for repayment of the principal balance. During the year ended April 30, 2025 the Company repaid $59,689 of principal to NAPC, LLC. The balances owed on the note were $4,102 and $63,791 at April 30, 2025 and April 30, 2024, respectively.
Related Party Short Term Loans
On November 19, 2024 a shareholder provided a loan to NAPC Defense, Inc., in the amount of $16,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The Company repaid the loan and the balance due to the shareholder was $0 as of April, 30, 2025.
On December 16, 2024 an officer of the Company provided a loan to NAPC Defense, Inc., in the amount of $10,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The Company repaid the loan and the balance due to the officer was $0 as of April, 30, 2025.
On February 28, 2025 a limited liability company controlled by a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $6,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $6,000 as of April, 30, 2025.
On March 04, 2025 a limited liability company controlled by a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $15,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $15,000 as of April, 30, 2025.
On March 11, 2025 a limited liability company controlled by a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $30,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $30,000 as of April, 30, 2025.
Short Term Loans
As of April 30, 2025 and April 30, 2024, the Company
had short term loans totaling $
F-14
Year Ended April 30, 2025 New Convertible Notes Payable
On June 14, 2024, the Company entered into a convertible promissory note agreement with respect to the sale and issuance of: (i) an initial financing fee in the amount of 1,071,430 shares of the Company’s restricted common stock, and(ii) a promissory note in the aggregate principal amount of $150,000 and (iii) warrants to purchase 5,357,143 shares at $0.028. The company received proceeds of $135,000 resulting in an original issue discount of $15,000. The convertible promissory note has a due date of June 14, 2025, and bears interest at the rate of 10% per year that is convertible into shares of common stock at $0.028. In the event of default as defined in the note, the outstanding balance of the note will increase to 140% of the balance immediately prior to the occurrence of the event of default. There are additional terms and conditions contained in the note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. The common stock and the warrants were recorded at their relative fair values of $13,199 and $65,742 respectively. The resulting debt discount on this note was $93,941
On July 3, 2024, the Company entered into a convertible promissory note agreement with respect to the sale and issuance of: (i) an initial financing fee in the amount of 125,000 shares of the Company’s restricted common stock, and (ii) a promissory note in the aggregate principal amount of $75,000 and (iii) warrants to purchase 2,678,572 shares at $0.028. The company received proceeds of $67,500 resulting in an original issue discount of $7,500. The convertible promissory note has a due date of July 3, 2025, and bears interest at the rate of 10% per year that is convertible into shares of common stock at $0.028. In the event of default as defined in the note, the outstanding balance of the note will increase to 140% of the balance immediately prior to the occurrence of the event of default. There are additional terms and conditions contained in the note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. The common stock and the warrants were recorded at their relative fair values of $1,642 and $35,040 respectively. The resulting debt discount on this note was $ 44,182.
On August 12, 2024 the Company entered into a convertible promissory note with a face value of $30,000, an annual rate of interest of 6% that is convertible into shares of common stock at $0.02, and that is due on February 12, 2025. The Company also issued stock warrants to the note holder to purchase 1,500,000 shares of the Company’s common stock at $0.02. This note is currently in default due to non payment of principle and accrued interest. The common stock was recorded at its relative fair value of $13,090 as a debt discount.
On October 17, 2024, the Company entered into a convertible promissory note with respect to the sale and issuance of: (i) an initial financing fee in the amount of 750,000 shares of the Company’s restricted common stock, (ii) a promissory note in the aggregate principal amount of $75,000, and (iii) common stock warrants to purchase 3,750,000 shares of the Company’s common stock at $0.02. The company received proceeds of $67,500 resulting in an original issue discount of $7,500. The convertible promissory note has a due date of October 17, 2025, and bears interest at the rate of 10% per year that is convertible into shares of common stock at $0.02. In the event of default as defined in the note, the outstanding balance of the note will increase to 140% of the balance immediately prior to the occurrence of the event of default. There are additional terms and conditions contained in the note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. The common stock and the warrants were recorded at their relative fair values of $6,833 and $30,258 respectively. The resulting debt discount on this note was $44,591.
On December 16, 2024 the Company entered into a convertible promissory note with a face value of $10,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on December 15, 2025. The company received proceeds of $9,000 resulting in an original issue discount of $1,000. The Company also issued 1,000,000 shares of common stock and stock warrants, to the note holder to purchase 1,000,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $4,097 for the common stock and $3,513 for the warrants. The resulting debt discount for this note was $8,610.
On December 18, 2024 the Company entered into a convertible promissory note with a face value of $15,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on December 18, 2025. The company received proceeds of $13,500 resulting in an original issue discount of $1,500. The Company also issued 1,500,000 shares of common stock and stock warrants, to the note holder to purchase 1,500,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $6,124 for the common stock and $5,132 for the warrants. The resulting debt discount for this note was $12,756.
On December 18, 2024 the Company entered into a convertible promissory note with a face value of $5,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on December 18, 2025. The company received proceeds of $4,500 resulting in an original issue discount of $500. The Company also issued 500,000 shares of common stock and stock warrants, to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $2,041 for the common stock and $1,711 for the warrants. The resulting debt discount for this note was $4,252.
On December 20, 2024 the Company entered into a convertible promissory note with a face value of $250,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on December 19, 2025. The company received proceeds of $225,000 resulting in an original issue discount of $25,000. The Company also issued 25,000,000 shares of the common stock and stock warrants to the note holder to purchase 25,000,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $102,202 for the common stock and $86,387 for the warrants. The resulting debt discount for this note was $213,589.
F-15
On January 16, 2025 the Company entered into a convertible promissory note with a face value of $5,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on January 15, 2026. The company received proceeds of $4,500 resulting in an original issue discount of $500. The Company also issued 500,000 shares of common stock and stock warrants to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $2,049 for the common stock and $1,809 for the warrants. The resulting debt discount for this note was $4,358.
On January 30, 2025 the Company entered into a convertible promissory note with a face value of $5,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on January 29, 2026. The company received proceeds of $4,500 resulting in an original issue discount of $500. The Company also issued 500,000 shares of common stock and stock warrants to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $2,058 for the common stock and $1,764 for the warrants. The resulting debt discount for this note was $4,322.
On March 19, 2025 the Company entered into a convertible promissory note with a face value of $75,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on December 31, 2025. The company received proceeds of $67,500 resulting in an original issue discount of $7,500. The Company also issued stock warrants to the note holder to purchase 1,875,000 shares of the Company’s common stock at $0.02. The warrants were recorded at their relative fair value of $22,274. The resulting debt discount for this note was $29,774.
On March 19, 2025 the Company entered into a convertible promissory note with a face value of $75,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on December 31, 2025. The company received proceeds of $67,500 resulting in an original issue discount of $7,500. The Company also issued stock warrants to the note holder to purchase 1,875,000 shares of the Company’s common stock at $0.02. The warrants were recorded at their relative fair value of $22,274. The resulting debt discount for this note was $29,774.
On April 18, 2025 the Company entered into a convertible promissory note with a face value of $5,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on April 19, 2026. The company received proceeds of $4,500 resulting in an original issue discount of $500. The Company also issued 500,000 shares of common stock and stock warrants to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $1,931 for the common stock and $1,919 for the warrants. The resulting debt discount for this note was $4,349.
On April 30, 2025 the Company entered into a convertible promissory note with a face value of $5,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on May 1, 2026. The company received proceeds of $4,500 resulting in an original issue discount of $500. The Company also issued 500,000 shares of common stock and stock warrants to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $1,932 for the common stock and $1,919 for the warrants. The resulting debt discount for this note was $4,351.
Convertible Notes Payable From Prior Periods
On May 5, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with an original face value of $150,000, including a $15,000 original issue discount, bears interest at 10.0% per annum and was due on May 5, 2023. The Company issued 8,354,717 shares of the its restricted common stock for the conversion of $150,000 of the principal balance, $23,916 of accrued interest, and $60,000 of fees for this note. The transaction completely settled the note and the principle balance of the note at April 30, 2025 is $0.
On May 19, 2021, the Company entered into a convertible note payable with a corporation. The note payable, had an original face value of $150,000, including a $15,000 original issue discount, bears interest at 10.0% per annum and was due on February 19, 2023. This note is currently in default due to non payment of principle and accrued interest. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. During the year ended April 30, 2025 the Company made a $64,280 adjustment to the principal balance of this note to account for fees and interest charged by the lender. The Company issued 3,121,750 shares of its restricted common stock for the conversion of $34,280 of principal, $76,537 of accrued interest, and $1,730 of fees of this note. The principle balance of the note at April 30, 2025 is $180,000.
F-16
On December 6, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with an original face value of $70,666, including a $17,666 original issue discount, bears interest at 15.0% per annum and was due on February 6, 2023. This note is currently in default due to non payment of principle and accrued interest. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. During the year ended April 30, 2025 the Company made a $56,533 adjustment to the principal balance of this note to account for fees and interest charged by the lender. The Company issued 9,500,000 shares of its restricted common stock valued at $110,000 for the conversion of $67,139 of the principal balance and $69,055 of accrued interest of this note. The principle balance of the note at April 30, 2025 is $60,060.
On August 1, 2023, the Company entered into a convertible note payable with an individual who at the time was a member of the Company’s Board of Directors until the individual resigned from the Board on March 27, 2024. The note payable, with a face value of $50,000, bears interest at 10.0% per annum and was due on August 1, 2024. The convertible note payable is convertible upon default, at the note holder’s option, into the Company’s common shares at a fixed conversion rate of $0.01. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. The principal balance of the convertible promissory note payable was $50,000 at April 30, 2025 and April 30, 2024. The loan balance of $50,000 was included in the convertible loans payable, related party at April 30, 2024.
Convertible Promissory Note Settlement
Year Ended April 30, 2025
On May 1, 2024, the Company agreed to issue 5,866,667 shares of the its restricted common stock valued at $173,653 to settle the principal balance of $112,975 and accrued interest of $12,681 for a convertible promissory note dated 04/26/21. The transaction completely settled the loan, the balance of the note at April 30, 2025 is $0.
Year Ended April 30, 2024
During the year ended April 30, 2024, the Company issued 10,083,007 shares of its restricted common stock valued at $173,653 to settle the principal balance of $112,975 and accrued interest of $12,681 for a convertible promissory note dated 05/07/21. The transaction completely settled the loan, the balance of the note at April 30, 2024 was $0.
Convertible Notes Payable
The following table reflects the convertible notes payable as of April 30, 2025 and April 30, 2024:
| Issue Date | Maturity Date |
April
30, 2025 Principal Balance |
April
30, 2024 Principal Balance |
Rate | Conversion Price | ||||||||||||
| Convertible notes payable | |||||||||||||||||
| Face Value | * | $ | $ | $ | |||||||||||||
| Face Value | * | ||||||||||||||||
| Face Value | * | ||||||||||||||||
| Face Value | * | ||||||||||||||||
| Face Value | 03/27/2024 |
* | |||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Face Value | |||||||||||||||||
| Unamortized discounts | ( |
) | - | ||||||||||||||
| Balance convertible notes payable | $ | $ | |||||||||||||||
| * |
F-17
Accrued Interest
As of April 30, 2025 and 2024, the balance of accrued interest for the Company’s convertible notes payable was $108,059 and $283,975, respectively. As of April 30, 2025 and 2024, the balance of accrued interest for the Company’s related party short term loans was $757 and $0, respectively. As of April 30, 2025 and 2024, the balance of accrued interest for the Company’s short term loans was $7,180 and $3,602, respectively.
NOTE 6 – STOCKHOLDERS’ DEFICIT
Common Stock
On February 20, 2025, the Company filed with the State of Nevada to increase the authorized shares of the Corporation from common shares to common shares. Such filing was processed to be effective with the State of Nevada on February 20, 2025. At April 30, 2025 the Company had authorized shares of common stock.
During the year ended April 30, 2025 NAPC Defense, Inc. issued 69,851,625 shares of the Company’s restricted common stock, including:
| - | shares with warrants under subscription
agreements for total proceeds of $ | |
| - | 20,976,467 shares for $422,351 of principal, interest and fees converted at the contractual conversion rate. |
| - | 5,866,667 shares with a fair value of $173,653 based on the closing market price on the conversion upon conversion of the principle, accrued interest and fees of a convertible note at a conversion price different than the contractual price in the amount of $125,655, resulting in a loss on debt extinguishment of $47,998; |
| - |
shares valued at $ |
| - |
shares valued at
$ |
| - | shares for various services provided, valued at $ based on the closing market price of the common shares on the grant dates; and |
| - | shares for the cashless exercise of warrants. |
Series A Preferred Stock
On May 1, 2020, the Company’s Board authorized the creation of Series A preferred shares. The Series A preferred shares was planned to pay a quarterly payment based upon treasure operations under the former business operations for revenue sharing, which all 100 Series A preferred shares were to receive twenty percent of the operations from recoveries at sea at the time. Each Series A preferred share was priced at $4,000 with a minimum purchase of three Series A preferred shares and are only eligible to be purchased by accredited investors. The Series A preferred shares are not convertible into common shares and are subject to all other restrictions on securities as set forth.
At April 30, 2025 and 2024 the Company had shares of Series A preferred shares outstanding.
F-18
Warrants
Schedule of Warrant Outstanding
| Number of Warrants | Number
of Warrants | Weighted- Average Exercise Price | Weighted- Remaining Term | |||||||||
| Outstanding at April 30, 2023 | $ | 1.1428 | ||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Cancelled | ( | ) | ||||||||||
| Outstanding at April 30, 2024 | $ | 2.1438 | ||||||||||
| Granted | $ | 2.2574 | ||||||||||
| Warrants issued under full ratchet price protection | 4.16 | |||||||||||
| Exercised | ( | ) | ||||||||||
| Cancelled | ||||||||||||
| Outstanding at April 30, 2025 | $ | 2.46 | ||||||||||
The 54,860,001 warrants issued during the year ended April 30, 2025 consisted of the following:
| · | 1,250,000 warrants were issued in connection with subscription agreements; |
| · | 47,035,715 warrants were issued in connection with convertible debt financings; |
| · | 3,360,000 warrants were issued as additional consideration to a prior note holder*; and | |
| · | 3,214,286 warrants issued for full ratchet price protection. |
*A prior note holder was issued 140,000 warrants in connection with a debt financing from 2021. The Company and the note holder had a verbal agreement to issue this note holder an additional 3,360,000 warrants during the year ended April 30, 2025. These warrant were recorded at their fair value of $67,000. During the year ended April 30, 2025, this warrant holder cashless exercised 3,500,000 warrants which included the 140,000 original warrants and the additional 3,360,000 warrants resulting in the issuance of 1,750,000 shares of common stock.
During the year ended April 30, 2025, the Company recorded a deemed dividend in the amount of $82,913 as a result of 3,214,286 additional warrants issuable due to full ratchet price protection.
Schedule of Share Based Compensation by Share Based Payment Award Method
| Quoted market price on valuation date | $ | 0.0086 - .0347 | ||
| Exercise price | $ | – | ||
| Expected life (in years) | - | |||
| Equivalent volatility | – | % | ||
| Interest rates | - | % | ||
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Litigation
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of April 30, 2025, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that the Company did not follow through on a contract for their services related to its regulation A offering in 2022. The Company has defended and is defending such on the basis that Del Mar never performed on its obligations and therefore was discharged on the contract. Such matter is pending motions by NAPC Defense, Inc. in the county court. Such lawsuit is seeking $20,000 by Delmar. As of April 30, 2025, the suit was pending dismissal and awaiting court dates.
F-19
Media Use and License Agreement
On February 5, 2023, the Company entered into a Media Use and License Agreement with a corporation. Under the terms of the Media Use and License Agreement, the Company granted the user entity (the “Licensee”) an exclusive license to use photographic and video rights of NAPC Defense, Inc.’s then treasure recovery activities for use to publicize non-fungible token sales as well as appearances by persons for such publication and sales. The authority to use the works includes the right to visit and photograph or video activities of NAPC Defense, Inc. treasure recovery operations. The Licensee agreed to pay to NAPC Defense, Inc. an initial net rights fee of $85,000. NAPC Defense, Inc. was to be owed a royalty from any net revenue to the Licensee for such amounts of sales over the initial rights payment in the amount of 30% for such net sales for any which shall be calculated within thirty days of annual year end. The Licensor never fully developed the Media related business and as of April 30, 2025, no such activity had occurred, nor is it expected to occur in its former form.
Vessel Loan and Treasure Recovery Agreement
On March 5, 2023, the Company entered into a loan agreement with an individual. Under the terms of the loan agreement, the lender provided a vessel loan to NAPC Defense, Inc. toward the purchase price of a vessel at auction in the amount of $50,000 at a 0% per annum rate of interest. In exchange for the loan, NAPC Defense, Inc. agreed to grant to the lender an amount of treasure recovered from the vessel for the 2023, 2024, and 2025 treasure recovery seasons, at a percentage of recovery from the gross amount, being 1% for each $10,000 loaned to NAPC Defense, Inc. for such purchase up to a maximum of 5% for $50,000, or if less than an even $10,000 increment, then that fraction of such amount as a percentage. In addition, NAPC Defense, Inc. shall allow the lender up to 3% of such treasure recovered for a fourth year, if such amount is required to reach $30,000 or more for such purchase. The lender was also given a lien on the vessel. NAPC Defense, Inc. may never have to pay the lender under this agreement because the Company has discontinued its treasure recovery its operations.
Commercial Office Space Lease Agreement
NAPC Defense Inc. entered
into a lease agreement on May 1, 2024 with a related party. On August 1, 2024, the lease agreement was amended to change the term of
the lease from fixed period to month-to-month. The base rent of the lease was $25,000 per month. This space is made up of over 8,000
square feet of office and assembly space with a 10,000 square foot warehouse for material and product storage. The lease also has parking
spaces for employees and additional spaces for trailers, etc. for the company. See Note 8 – Related Party Transactions. Due to
the short term nature of the lease the Company has determined that the lease is not subject to accounting under ASC 842. Rent expense
for the year ended April 30, 2025 was $
NOTE 8 – RELATED PARTY TRANSACTIONS
Period ended April 30, 2025:
On May 1, 2024, NAPC Defense, Inc. entered into a lease agreement for 13,000 square feet of commercial office space and 40,000 square feet of warehousing and parking with a related party, with base month rent of $25,000 (See Note 7).
Period ended April 30, 2024:
On March 26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales overseas opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to such defense related contracts, rights, defense business model, and the identified persons to build the defense industry business arm. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the potential contract rights, and other matters.
The Company issued shares of its restricted
common stock valued at $
F-20
In June of 2023, the Company issued to a former related party director, the amount of 2,525,618 shares for debt conversion and satisfaction of a note for $50,000, including $25,769 in accrued interest, at the rate of $0.03 per share.
The above transactions and amounts are not necessarily what third parties would agree to.
Related Party Loans
See Note 5 - Notes Payable for information regarding related party loans.
NOTE 9 – DISCONTINUED OPERATIONS
At April 30, 2025 NAPC Defense, Inc. decided to discontinue its treasure and shipwreck recovery business in order to focus on its defense related business. Accordingly, the Company categorized its treasure and shipwreck recovery business as discontinued operations for the year ended April 30, 2025 and 2024.
The operating results for discontinued operations have been presented in the accompanying consolidated statements of operations for the year ended April 30, 2025 and 2024 as discontinued operations and are summarized below:
Schedule of Statement of Operations and Balance Sheet as Discontinued Operations
| Year Ended April 30, | ||||||||
| 2025 | 2024 | |||||||
| Total revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| Income from operations | ||||||||
| Other expenses | ||||||||
| Loss from operations of discontinued operations | $ | $ | ||||||
The assets and liabilities of the discontinued operations at April 30, 2025 and 2024 are summarized below:
| April 30, 2025 | April 30, 2024 | |||||||
| Current assets | $ | - | $ | - | ||||
| Other assets | ||||||||
| Total Assets of discontinued operations, current | ||||||||
| Property and equipment, net | ||||||||
| Assets of discontinued operations, non-current | ||||||||
| Total Assets | $ | $ | ||||||
| Contingent liability | ||||||||
| Liabilities of discontinued operations, current | ||||||||
| Liabilities of discontinued operations, non-current | ||||||||
| Total Liabilities | $ | $ | ||||||
Property and equipment
Fixed assets, at cost, for the discontinued operations consisted of the following at April 30, 2025 and 2024:
Schedule of Discontinued Operations Property and Equipment
| Fixed Assets | April 30, 2025 | April 30, 2024 | ||||||
| Diving Vessel | $ | $ | ||||||
| Magnetometer | ||||||||
| Diving Vessel (Boston Whaler) | ||||||||
| Diving Vessel (Commander) | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Fixed Assets, Net | $ | $ | ||||||
Depreciation expense for the discontinued operations
for the years ended April 30, 2025 and 2024 was $
Impairment expense for the discontinued operations
was $
F-21
NOTE 10 – SERVICES REVENUE
For the years ended April 30, 2025 and 2024 the Company’s revenues were $0, respectively.
NOTE 11 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. The Company has no tax position at April 30, 2025 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at April 30, 2025 and 2024. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
The valuation allowance at April 30, 2025 and 2024
was $
Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2025 and 2024:
Schedule of Effective Income Tax Rate Reconciliation
| For the Year Ended | For the Year Ended | |||||||
| April 30, 2025 | April 30, 2024 | |||||||
| Income tax at federal statutory rate | % | % | ||||||
| Valuation allowance | ( | %) | ( | %) | ||||
| Income tax expense | ||||||||
The Company has a net operating loss carryforward for tax purposes totaling $6,232,797 at April 30, 2025, which may be carried forward indefinitely. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
Schedule of Deferred Tax Assets and Liabilities
| As of April 30, 2025 | As of April 30, 2024 | |||||||
| Non-current deferred tax assets: | ||||||||
| Net operating loss carryforward | $ | $ | ||||||
| Tax rate | % | % | ||||||
| Deferred tax asset | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The Company is currently in the process of gathering the information necessary for filing tax returns for past years, due to the Company’s net losses every year since inception management does not believe that there is any income tax liability for past years.
F-22
NOTE 12 – SUBSEQUENT EVENTS
Subsequent to April 30, 2025 the Company issued the following shares of restricted common stock and warrants as follows:
| - | 21,125,000 shares for loan origination fees (500,000 of these shares were included in to be issued as of April 30, 2025); |
| - | 4,535,714 shares for the exercise of warrants for aggregate proceeds of $45,357; |
| - | 8,968,041 shares for the conversion of $89,682 of the aggregate amount of principal, accrued interest and fees of a convertible promissory note; |
| - | 1,377,778 shares issued under subscription agreements for proceeds of $13,778. |
| - | 20,910,714 warrants issued for convertible promissory notes and a subscription agreement. |
Subsequent to April 30, 2025 the Company entered into the following convertible note agreements and loans:
| - | A convertible note dated May 2, 2025 with a face value of $27,500, an original issue discount of $2,500, proceeds to the Company of $25,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on August 2, 2025; |
| - | A convertible note dated May 2, 2025 with a face value of $27,500, an original issue discount of $2,500, proceeds to the Company of $25,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on August 2, 2025; |
| - | A convertible note dated May 19, 2025 with a face value of $5,000, an original issue discount of $500, proceeds to the Company of $4,500, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on May 20, 2026; |
| - | A loan dated June 23, 2025 in the amount of $18,800 with a related party who is the Company’s CEO. The loan has an annual interest rate of 10% and is due on demand; |
| - | A convertible note dated June 23, 2025 with a face value of $50,000, proceeds to the Company of $50,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on June 24, 2026; |
| - | A loan dated July 01, 2025 in the amount of $20,000 with a related party individual lender. The loan has an annual interest rate of 10% and is due on demand. |
| - | A convertible note dated July 2, 2025 with a face value of $55,000, an original issue discount of $5,000, proceeds to the Company of $50,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on October 1, 2025; |
| - | A convertible note dated July 18, 2025 with a face value of $27,500, an original issue discount of $2,500, proceeds to the Company of $25,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on October 17, 2026; |
| - | A convertible note dated July 21, 2025 with a face value of $13,750, an original issue discount of $1,250, proceeds to the Company of $12,500, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on October 21, 2025; and |
| - | A convertible note dated August 21, 2025 with a face value of $150,000, an original issue discount of $15,000, proceeds to the Company of $135,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on August 22, 2026. The note also states that the lender will receive monthly performance bonus payments of $500 per unit of the CornerShot product manufactured and delivered by the Company upon receipt of customer payment, limited to 100% of the loan value. |
Subsequent to April 30, 2025 the Company issued convertible notes with a conversion price of $0.01, which is lower than the exercise price of $0.028 of previously issued warrants, triggering full ratchet price protection for the warrants and resulting in an additional approximately 11,786,000 warrants issuable. This results in a deemed dividend amount of approximately $118,000.
Subsequent to April 30, 2025 the following convertible notes went into default:
| - | A convertible promissory note dated June 16, 2024 that was due on June 16, 2025; |
| - | A convertible promissory note dated July 03, 2024 that was due on July 03, 2025; |
| - | A convertible promissory note dated August 12, 2024 that was due on August 12, 2025; |
| - | A convertible promissory note dated May 2, 2025 that was due on August 2, 2025; and |
| - | A convertible promissory note dated May 2, 2025 that was due on August 2, 2025. |
F-23
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures.
(a) Management’s Annual Report on Internal Control over Financial Reporting.
Management’s Responsibility for Controls and Procedures
The Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s controls over financial reporting are designed under the supervision of the Company’s President and Principal Financial Officer to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of April 30, 2025. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.
Internal Control Over Financial Reporting
As of April 30, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (as revised). Based on our evaluation, management concluded that our internal control over financial reporting was not effective so as to timely record, process, summarize and report financial information required to be included on our SEC reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.
The management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
The Company has limited resources and as a result, material weaknesses in financial reporting currently exists, because of our limited resources and personnel, including those described below.
| * | The Company has an insufficient quantity of dedicated resources and experienced personnel involved in preparing the Company’s accounting records and financial statements. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. |
| * | We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. |
| * | We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements. |
A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company’s limited resources and personnel.
10
Remediation Efforts to Address Deficiencies in Internal Control Over Financial Reporting
As a result of these findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the possible remedial measures set forth below. As of April 30, 2025, we did not have sufficient capital and/or operations to implement any of the remedial measures described below.
| * | Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company’s financial statements to allow for proper segregation of duties, as well as additional resources for control documentation. |
| * | Assessing the duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers. |
| * | Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members. |
| * | Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised). |
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
(b) Change in Internal Control Over Financial Reporting
The Company has not made any change in our internal control over financial reporting during the year ended April 30, 2025.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
Directors of the Company are elected by the shareholders to a term of one year and serve until their successors are replaced by the Board, or elected and qualified. Officers of the Company are appointed by the Board of Directors to a term of one year or longer under any agreement and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees. There was no compensation paid to members of the Board of Directors for their services as Directors of the Company for the year ended April 30, 2024 and 2025.
The name, age and position of the company officers and director is set forth below:
| Name | Age | Position | Since | |||
| Edward K. West | age 65 | Chief Executive Officer and Chairman of the Board of Directors | March 26, 2024 | |||
| John Spence | age 34 | Treasurer, Chief Financial Officer and Director of the Company | March 26, 2024 | |||
| Evelyn Gurba | age 61 | Outside Director | March 26, 2024 | |||
| Derrick West | age 43 | Outside Director | March 26, 2024 |
Corporate Governance
The Company does not have a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its Board of Directors consists of only one director whom is not independent, as he is also an officer. There is no independent audit committee financial expert because it is believed the cost related to retaining a financial expert at this time is prohibitive due to the current circumstances of the Company. Further, because there are only minimal operations at the present time, it is believed the services of a financial expert are not warranted.
11
Conflicts of Interest
The Company does not currently foresee any conflict of interest.
Section 16(a) Beneficial Ownership Reporting Compliance
16(a) of the Securities Exchange Act of 1934 requires the company directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of its common stock. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the company with copies of all Section 16(a) forms they file. The Company intends to ensure to the best of its ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.
Item 11. Executive Compensation
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officer paid by us during the years ended April 30, 2025 and 2024, in all capacities for the accounts of our executives, including the President and Chief Financial Officer (CFO):
SUMMARY COMPENSATION TABLE
| Name
and Principal Position |
Year Ended | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-qualified Deferred Compensation Earnings ($) |
All
Other Compensation ($) |
Total ($) | |||||||||||||||||||||||||
| Craig Huffman(1) | 04/30/25 | - | - | - | - | - | - | 30,250 | 30,250 | |||||||||||||||||||||||||
| Chief Legal Officer | 04/30/24 | - | - | - | - | - | - | 48,900 | 48,900 | |||||||||||||||||||||||||
| Edward K. West(2) | 04/30/25 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| CEO | 04/30/24 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| John Spence(3) | 04/30/25 | - | - | - | - | - | - | 25,650 | 25,650 | |||||||||||||||||||||||||
| CFO | 04/30/24 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| (1) | Craig Huffman was the Company’s Chief Legal Officer during the years ended April 30, 2025 and 2024. Mr. Hufman was the Company’s previous President and CFO and resigned from those positions in March of 2024. During the years ended April 30, 2025 and 2024 the Company paid Mr. Huffman’s law firm for providing legal and strategic consulting services. |
| (2) | Edward K. West was appointed as the Company’s CEO in March of 2024, During the years ended April 30, 2025 and 2024 the Company did not pay any salary, stock based compensation, options, or bonuses to Mr. West. |
| (3) | John Spence was appointed as the Company’s CFO in March of 2024, During the years ended April 30, 2025 and 2024 the Company paid a limited liability company controlled by Mr. Spence for providing financial and strategic services. |
Narrative Disclosure to Summary Compensation Table
There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-End
No executive officer received any equity awards, or holds exercisable or unexercisable options, for the year ended April 30, 2025.
12
Long-Term Incentive Plans
There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for our director or executive officer.
Compensation Committee
The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
Security Holders Recommendations to Board of Directors
The Company welcomes comments and questions from the shareholders. Shareholders can direct communications to the Chief Legal Counsel, Craig A. Huffman, at our executive offices. However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all communications. Management attempts to address shareholder questions and concerns in press releases and documents filed with the SEC so that all shareholders have access to information about the Company at the same time. Craig A. Huffman collects and evaluates all shareholder communications. All communications addressed to the Board of Directors and executive officers will be reviewed by Craig A. Huffman, unless the communication is clearly frivolous.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following tables set forth certain information regarding beneficial ownership of our capital stock as of the date hereof by (i) each person whom we know to beneficially own more than five percent (5%) of any class of our common stock, (ii) each of our directors, (iii) each of the executive officers and (iv) all our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned.
Our total authorized capital stock consists of 500,000,000 shares of common stock, $0.001 par value per share. As of April 30, 2025, there were 238,251,927 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to our stockholders.
This table reflects shares that were issued and outstanding as of April 30, 2025.
| Shares of | Percentage of | |||||||
| common stock | common shares | |||||||
| beneficially owned | beneficially owned 2 | |||||||
| Name and Address of Beneficial Owners 1 | ||||||||
| Pawan Putra, LLC | 25,000,000 | 10.49 | % | |||||
| Edward K. West | 17,560,000 | 7.37 | % | |||||
| Craig Huffman | 4,000,000 | 1.68 | % | |||||
| John Spence | 2,000,000 | 0.84 | % | |||||
| Derrick V. West | 2,000,000 | 0.84 | % | |||||
| Evelyn Gurba | 533,334 | 0.22 | % | |||||
| All beneficial holders as group (two persons or entities) | 51,093,334 | 21.45 | % | |||||
| (1) | Unless otherwise indicated, the address of each person listed below is c/o NAPC Defense, Inc., 4910 Creekside Orive, Suite K Clearwater. Florida 33760. |
| (2) | Percentages are based on 238,251,927 shares of common stock issued and outstanding at April 30, 2025. |
13
Changes in Control
There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
On March 26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales overseas opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to such defense related contracts, rights, defense business model, and the identified persons to build the defense industry business arm. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the potential contract rights, and other matters.
The Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 and shown on the accompanying consolidated balance sheet as prepaid product rights as of April 30, 2024 to the limited liability company. The Company elected to classify the shares as a prepaid asset pending the closing of the deal. The shares were issued for purchase of the business rights, leads, and contracts and are subject to issuance under control of the Company’s prior president until sign off and final determination of certain contingent terms and conditions. The shares were valued based on the closing price of the Company’s stock on the date of the agreement. Upon completion of due diligence and a verification of certain terms and conditions, the deal closed and the shares issued to NAPC, LLC were reclassified from a prepaid asset to intellectual property. NAPC Defense, Inc.’s management has determined that the intellectual property should be impaired based on the Company’s not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company impaired the balance of $1,615,000 of the intellectual property to $0 which is included in general and administrative expenses in the accompanying statement of operations for the year ended April 30, 2025.
The Company entered into a month to month lease agreement for 13,000 square feet of commercial office space and 40,000 square feet of warehousing and parking with a related party, with base month rent of $25,000.
Related Party Loans
See Note 5 - Notes Payable for information regarding related party loans.
Except for the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which the Company was or is a party since the beginning of the last fiscal year, or in any proposed transaction to which the Company proposes to be a party:
| ● | (A) any of the director(s) or executive officer(s); |
| ● | (B) any nominee for election as one of the Company’s directors; |
| ● | (C) any person who is known by the Company to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to the Company’s Common Stock, or |
| ● | (D) any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A),(B) or (C) above. |
There are not currently any conflicts of interest by or among the Company’s current officer, director, key employee or advisors. The Company has not yet formulated a policy for handling conflicts of interest, if any arise; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.
14
Item 14. Principal Accountant Fees and Services
Change in Audit Firms
On June 26, 2025 NAPC Defense, Inc. notified Astra Audit & Compliance, LLC (“Astra”) the Company’s independent accounting firm, that it had elected to change accounting firms and, therefore, was dismissing Astra. On June 26, 2025, the Company engaged Salberg & Company, P.A. (“Salberg”) as its new independent accounting firm.
| Principal Accountant Fees and Services | Year Ended April 30, 2025 | Year Ended April 30, 2024 | ||||||
| Audit Fees - Astra | $ | 31,815 | $ | 21,038 | ||||
| Audit Fees – Salberg | 42,000 | - | ||||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total Fees | $ | 73,815 | $ | 21,038 | ||||
Audit Fees
These amounts consisted of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees
These amounts consisted of the aggregate fees billed for each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” These fees were for professional services incurred in connection with accounting consultations and consultations regarding financial accounting and reporting standards.
There were no such services by our principal accountants for the years ended April 30, 2025 and 2024.
Tax Fees
These amounts consisted of the aggregate fees billed for each of the last two fiscal years for tax services including tax compliance and the preparation of tax returns and tax consultation services.
There were no such services by our principal accountant for the years ended April 30, 2025 and 2024.
All Other Fees
These amounts consisted of the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above.
There were no such services by our principal accountant for the years ended April 30, 2025 and 2024.
15
PART IV
Item 15. Exhibits
| Exhibit No. | Description |
| 31.1 | Certification of Chief Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14. Filed with this Form 10-K. |
| 31.2 | Certification of Principal Accounting Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14. Filed with this Form 10-K. |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed with this Form 10-K. |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed with this Form 10-K. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAPC Defense, Inc. | ||
| Date: September 19, 2025 | By: | /s/ Edward K.West |
Edward K. West Chief Executive Officer Chairman of the Board of Directors (Principal Executive Officer ) | ||
| Date: September 19, 2025 | By: | /s/ John Spence |
John Spence Chief Financial Officer Director | ||
| Date: September 19, 2025 | By: | /s/ Craig A Huffman |
Craig A. Huffman Chief Legal Officer, Secretary | ||
| Date: September 19, 2025 | By: | /s/ Evelyn R. Gurba |
| Director | ||
| Date: September 19, 2025 | By: | /s/ Derrick West |
| Director | ||
17
EXHIBIT 31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edward K. West, Chief Executive Officer of the registrant, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of NAPC Defense, Inc.; |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this Report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and to the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Edward K.West | |
| Kenny
West Chief Executive Officer (Principal Executive Officer) Date: September 19, 2025 | |
EXHIBIT 31.2
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Craig Huffman, Chief Legal Officer of the registrant, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of NAPC Defense, Inc.; |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this Report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and to the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Craig A. Huffman | |
| Craig
A. Huffman Chief Legal Officer (Principal Financial Officer) Date: September 19, 2025 | |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002:
I, Edward K. West, the undersigned Chief Executive Officer of NAPC Defense, Inc. (the “Company”), hereby certifies, based on my knowledge, that the Annual Report on Form 10-K/A of the Company for the year ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”):
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: September 19, 2025
| /s/ Edward K.West | |
| Edward K. West | |
Chief Executive Officer (Principal Executive Officer) | |
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002:
I, Craig Huffman, the undersigned Chief Legal Officer of NAPC Defense, Inc. (the “Company”), hereby certifies, based on my knowledge, that the Annual Report on Form 10-K/A of the Company for the year ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”):
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: September 19, 2025
| /s/ Craig A. Huffman | |
| Craig A. Huffman | |
| Chief Legal Officer | |
| (Principal Financial Officer) | |