NAPC Defense (BLIS) warns on going concern amid losses and debt
NAPC Defense, Inc. reported a weak quarter as it continues transitioning fully into defense products. For the three and nine months ended January 31, 2026, the company generated no revenue, compared with $67,467 in revenue for the prior-year nine-month period, and posted net losses of $290,266 and $1,771,934, respectively.
Total assets were only $163,072, versus liabilities of $1,774,523, resulting in a stockholders’ deficit of $1,611,451. The company disclosed a working capital deficit of $1,653,789 and stated it expects to exhaust available cash in less than one month, raising substantial doubt about its ability to continue as a going concern.
Operations are being funded largely through highly dilutive convertible notes and share issuances. As of January 31, 2026, there were 375,182,322 common shares outstanding, rising to 397,474,072 by March 17, 2026, and approximately 202,373,123 additional shares were underlying outstanding convertible notes and warrants. Several notes are already in default, and lenders could pursue foreclosure on collateral if the company cannot refinance or raise new capital.
Positive
- None.
Negative
- Going concern uncertainty: Management reports a working capital deficit of $1,653,789, expects to expend available cash in less than one month, and explicitly states there is substantial doubt about the company’s ability to continue as a going concern.
- No current revenue with growing losses: The company generated no revenue for the three and nine months ended January 31, 2026, while recording a nine-month net loss of $1,771,934, indicating continued cash burn without operating income.
- Highly leveraged and dilutive capital structure: Net convertible notes payable total $1,296,464 with roughly 202,373,123 shares underlying notes and warrants, alongside rapid growth in shares outstanding, signaling significant ongoing and potential dilution.
- Debt defaults and foreclosure risk: Several convertible notes are in default, and management discloses that, absent additional capital, lenders on secured notes could sue and foreclose on collateral, which may force the company to scale back or cease operations.
Insights
Severe going-concern risk, heavy convertible debt, and ongoing dilution define this quarter.
NAPC Defense remains in an early-stage, pre-revenue phase while carrying a substantial liability load. For the nine months ended January 31, 2026, it reported a net loss of $1,771,934 and used $594,278 of cash in operating activities, funded largely by issuing new convertible notes and equity.
The balance sheet shows $163,072 of total assets against $1,774,523 of liabilities and a stockholders’ deficit of $1,611,451. Management explicitly notes a working capital deficit of $1,653,789 and expects to expend available cash in less than one month, stating that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
Financing relies on numerous convertible notes with low fixed conversion prices, many at $0.01–$0.02 per share, and some are already in default. At January 31, 2026, net convertible notes payable were $1,296,464, with approximately 202,373,123 shares of common stock underlying outstanding convertible notes and warrants. Common shares outstanding increased from 238,251,927 at April 30, 2025 to 375,182,322 at January 31, 2026, and then to 397,474,072 by March 17, 2026, illustrating rapid dilution as debt converts to equity.
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission
file number
Formerly Treasure & Shipwreck Recovery, Inc. | ||
| (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 No x
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 No x
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 | o | ||
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o
State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: The Company
has
1
| NAPC Defense, Inc. |
| QUARTERLY REPORT ON FORM 10-Q |
| Table of Contents |
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of January 31, 2026 (Unaudited) and April 30, 2025 | 4 | |
| Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2026 and 2025 | 5 | |
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended January 31, 2026 and 2025 | 6 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2026 and 2025 | 7 | |
| Notes to the Condensed Consolidated Unaudited Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29 |
| Item 4. | Controls and Procedures | 30 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 32 |
| Item 1A. | Risk Factors | 32 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
| Item 3. | Defaults Upon Senior Securities | 32 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 32 |
| Item 5. | Other Information | 32 |
| Item 6. | Exhibits | 33 |
| Signatures | 34 |
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Forward-looking statements
Statements made in this Form 10-Q 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 principals (“GAAP”).
3
| NAPC Defense, Inc. |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| January 31, 2026 | April 30, 2025 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Security deposit | - | |||||||
| Security deposit, related party | - | |||||||
| Fixed assets | - | |||||||
| Right of use asset | - | |||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable, related party | - | |||||||
| Accrued interest expense | ||||||||
| Related party advances | ||||||||
| Customer deposits | ||||||||
| Convertible notes payable, net of discounts | ||||||||
| Short term loans | ||||||||
| Related party convertible loan | ||||||||
| Related party short term loans | ||||||||
| Lease liability - current | - | |||||||
| Contingent liabilities | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Lease liability | - | |||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ Voting control preferred stock, $ | - | - | ||||||
| Common stock, par value $ | ||||||||
| Common stock to be issued; 1,187,500 shares | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit (Equity) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
| NAPC Defense, Inc. |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| UNAUDITED |
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| January 31, 2026 | January 31, 2025 | January 31, 2026 | January 31, 2025 | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | |||||||||
| Gross profit | - | - | - | |||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and accounting | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Legal fees | ||||||||||||||||
| Rent | ||||||||||||||||
| Research and development | - | |||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Credit loss expense | - | - | - | ( | ) | |||||||||||
| Loss on extinguishment of debt | - | - | - | ( | ) | |||||||||||
| 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 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share - basic and diluted - continuing | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share - basic and diluted - discontinued | $ | $ | $ | $ | ( | ) | ||||||||||
| Loss per share - basic and diluted - common | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (EQUITY) |
| Three and nine months ended January 31, 2026 and 2025 |
| UNAUDITED |
| Shares | Amount | Shares | Amount | Common Stock to be Issued | Additional Paid-in Capital | Unearned compensation | Accumulated Deficit | Total Stockholder’ Deficit | ||||||||||||||||||||||||||||
| Balance, April 30, 2024 | $ | - | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||||
| Sale of common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued as satisfaction for contingent liability | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Warrants issued with sale of common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, July 31, 2024 | $ | - | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||||
| Conversion of debt and interest to equity | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Common stock to be issued | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, October 31, 2024 | $ | - | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||||
| Sale of common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of debt and interest to equity | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock issued for finance fees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Shares earned for services | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, January 31, 2025 | $ | - | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||||
| Preferred Stock | Common Stock | Common Stock to be Issued | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||||||||||||||
| Balance - April 30, 2025 | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Sale of common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of debt and interest to common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of issuable shares | - | - | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Deemed dividend from warrant price protection | - | - | - | - | - | - | ( | ) | - | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance - July 31, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Sale of common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of debt and interest to common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance - October 31, 2025 | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Sale of common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Conversion of debt and interest to common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | - | - | |||||||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance - January 31, 2026 | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
| For the Nine Months Ended | ||||||||
| January 31, 2026 | January 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock issued for services | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of prepaid consulting fees | - | |||||||
| Warrants issued for services | - | |||||||
| Financing fees | ||||||||
| Loss on impairment of assets | - | |||||||
| Loss on extinguishment of debt | - | |||||||
| Amortization of right of use asset | - | |||||||
| Credit loss expense | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | - | ( | ) | |||||
| (Increase) decrease in deposits | ( | ) | - | |||||
| (Increase) decrease in prepaid expenses | ( | ) | - | |||||
| Increase (decrease) in accounts payable | ( | ) | ( | ) | ||||
| Increase (decrease) in accrued interest payable | ||||||||
| Net cash from operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Capital expenditures for leasehold improvements | ( | ) | - | |||||
| Net cash from investing activities | ( | ) | - | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Cash proceeds from sale of common stock | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from short-term loans | - | |||||||
| Proceeds from exercise of warrants | - | |||||||
| Payments of short-term loans | - | ( | ) | |||||
Proceeds from and repayment to related party | ( | ) | ||||||
| Payments of related party loans | ( | ) | - | |||||
| Net cash from 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: | ||||||||
| Common stock issued as satisfaction for contingent liability | $ | - | $ | |||||
| Warrants issued with convertible notes | $ | $ | ||||||
| Warrants issued with the sale of common stock | $ | - | $ | |||||
| Conversion of notes payable & accrued interest | $ | $ | ||||||
| Common stock issued as commitment fees | $ | $ | - | |||||
| Deemed dividend | $ | $ | - | |||||
| Right of use asset and liability | $ | $ | - | |||||
| Original issue discount on convertible loans | $ | $ | - | |||||
| Prepaid stock issued for services | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
NAPC Defense, Inc.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2026
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 all of former business line related assets and is focused solely on defense and related industries as of April 30, 2025.
NOTE 2 – GOING CONCERN
These
condensed 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 January 31, 2026, 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 consolidated 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.
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.
See Note 6 – Notes Payable and Convertible Notes Payable, for further information regarding the Company’s convertible notes payable and notes that are currently in default.
8
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of the Presentation
The accompanying condensed consolidated financial statements and related disclosures have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting of normal, recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and nine months ended January 31, 2026 and 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. They should be read in conjunction with the annual financial statements reported in the latest Form 10-K filed for the year ended April 30, 2025. The results of operations are not necessarily indicative of the results for the full year.
Principals 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 actual. Actual results may differ from these estimates. Significant estimates in the accompanying financial statements include valuation of fixed assets, ROU asset and lease liability, valuation allowances against deferred tax assets, and the fair value of non cash equity transactions.
Reclassifications
Certain
prior period amounts have been reclassified to conform with the current year presentation. These related to reclassification of certain
operating expenses and other expenses to loss from operations of discontinued operations. For the nine month period ended January 31,
2025, boat expenses, depreciation, and labor expense changed from $
There were no reclassifications for the three month period ended January 31, 2025.
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 January 31, 2026 and April 30, 2025. 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 principal 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 principal 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. For the three and nine months ended January 31, 2026, the Company generated no revenue.
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Loss per Share
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 nine month periods ended January 31, 2026 and 2025 were excluded from the dilutive
loss per share calculation as they would be antidilutive due to the net loss. As of January 31, 2026 and 2025, there were approximately
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. During the nine month period ended January 31, 2026, the Company made leasehold improvements on its commercial office location with an estimated useful life of three years. 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. Depreciation expense for the nine months ended January 31, 2026 and 2025 was $1,258 and $0 respectively.
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.
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 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 during 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 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.
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Convertible Debt Instruments
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.
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.
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 fiscal year ended April 30, 2026. 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.
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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
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 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 during the year ended April 30, 2025.
NOTE 5 – RIGHT-OF-USE ASSETS AND OPERATING AND FINANCE LEASE LIABILITIES
Operating Leases
Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of the Company’s leases are not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term.
NAPC Defense Inc. entered into a lease agreement for approximately 2,900 square feet of commercial office space located in Clearwater, Florida that commenced on May 1, 2025 and that terminates on May 1, 2028. The base rent during the term of the lease is $3,138 per month in year one, $3,295 per month in year two, and $3,460 per month in year three. The Company was reimbursed $11,588 by the landlord for leasehold improvements and is shown as an offset against fixed assets in the accompanying balance sheet during the nine month period ended January 31, 2026.
On May 1, 2025, upon inception of the lease, the Company recorded a right-of-use asset and lease liability of $105,293. As a result of the lease incentive, the right of use asset and liability was adjusted to $94,083.
Right-of-use assets at January 31, 2026 and April 30, 2025 are summarized below:
Schedule of right-of-use assets
| January 31, 2026 | April 30, 2025 | |||||||
| Office lease | $ | $ | - | |||||
| Lease incentives | ( | ) | - | |||||
| Less accumulated amortization | ( | ) | - | |||||
| Right of use assets, net | $ | $ | - | |||||
Rent expense for the nine months ended January 31, 2025 was $103,485.
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Operating Lease liabilities are summarized below:
Schedule of operating lease liabilities
| January 31, 2026 | April 30, 2025 | |||||||
| Office lease | $ | $ | - | |||||
| Less: current portion | ( | ) | - | |||||
| Long term portion | $ | $ | - | |||||
Maturity of lease liabilities are as follows:
Schedule of Maturity of lease liabilities
| January 31, 2026 | ||||
| Year ending April 30, 2026 | $ | |||
| Year ending April 30, 2027 | ||||
| Year ending April 30, 2028 | ||||
| Year ending April 30, 2029 | ||||
| Total future minimum lease payments | $ | |||
| Less imputed interest | ( | ) | ||
| PV of Payments | $ | |||
NOTE 6 – 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 $60,890 as of January 31, 2026 and April 30, 2025, respectively.
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 and therefore the note is considered due on demand. 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 as of January 31, 2026 and April 30, 2025, respectively.
Related Party Short Term Loans
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 $
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 $
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 $
On June 23, 2025 a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $18,800. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. During the three months ended July 31, 2025 the Company repaid $9,000 of this loan. During the nine months ended January 31, 2025 the Company repaid the remaining $9,800 of this loan and the balance due was $0 at January 31, 2026 .
On July 1, 2025 a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $20,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. During the three months ended July 31, 2025 the Company repaid $12,000 of this loan. During the three months ended October 31, 2025 the Company repaid the remaining $8,000 of this loan and the balance due was $0 at January 31, 2026.
On November 26, 2025 a related party shareholder provided a loan to NAPC Defense, Inc., in the amount of $1,400. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $1,400 as of January 31, 2026.
Short Term Loans
As of January 31, 2026 and April 30, 2025, the
Company had short term loans totaling $
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Nine Month Period Ended January 31, 2026 New Convertible Notes Payable
On May 2, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that was due on August 2, 2025. The company received proceeds of $25,000 net of issuance costs of $2,500 which were immediately expensed. The Company also issued the lender 2,750,000 shares of the Company’s common stock. The common stock was recorded at their relative fair values of $17,198. The resulting debt discount for this note was $17,198. The principal balance of the note as of January 31, 2025 was $27,500.
On May 2, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that was due on August 2, 2025. The company received proceeds of $25,000 net of issue costs of $2,500 which were immediately expensed. The Company also issued 2,750,000 shares of common stock and stock warrants to the note holder to purchase 2,750,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $10,582 for the common stock and $10,580 for the warrants. The resulting debt discount for this note was $21,162. During the nine month period ended January 31, 2026, the Company issued 2,750,000 shares of its restricted common stock upon the conversion of the principal balance of $27,500. The principal balance of the note at of January 31, 2026 is $0.
On May 19, 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 20, 2026. The company received proceeds of $4,500 net of issue costs of $500 which were immediately expensed. 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 $1,929 for the common stock and $1,922 for the warrants. The resulting debt discount for this note was $3,851. The Company issued 267,500 shares of the its restricted common stock upon the conversion at the contract rate of $5,350 for the principal and accrued interest for this note. The principal balance of the note as of January 31, 2026 is $0.
On June 23, 2025 the Company entered into a convertible promissory note with a face value of $50,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on June 24, 2026. The company received proceeds of $50,000. The Company also issued 5,000,000 shares of common stock and stock warrants to the note holder to purchase 5,000,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $16,163 for the common stock and $16,122 for the warrants. The resulting debt discount for this note was $32,285. The principal balance of the note as of January 31, 2026 is $50,000.
On July 2, 2025 the Company entered into a convertible promissory note with a face value of $55,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that was due on October 1, 2025. The company received proceeds of $50,000 net of issue costs of $5,000 which were immediately expensed. The Company also issued 5,500,000 shares of the Company’s common stock and stock warrants to the note holder to purchase 5,500,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $21,176 and $21,161 for the warrants. The resulting debt discount for this note was $42,336. The principal balance of the note as of January 31, 2026 is $55,000.
On July 18, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that was due on October 17, 2025. The company received proceeds of $25,000 net of issue costs of $2,500 which were immediately expensed. The Company also issued 2,750,000 shares of common stock and stock warrants to the note holder to purchase 2,750,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $10,695 for the common stock and $10,694 for the warrants. The resulting debt discount for this note was $21,390. During the nine month period ended of January 31, 2026, the Company issued 2,750,000 shares of the its restricted common stock upon the conversion of the principal balance of $27,500. The principal balance of the note at January 31, 2026 is $0.
On July 21, 2025 the Company entered into a convertible promissory note with a face value of $13,750, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that was due on October 21, 2025. The company received proceeds of $12,500 net of issue costs of $1,250 which were immediately expensed. The Company also issued 1,375,000 shares of common stock and stock warrants to the note holder to purchase 1,375,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $4,485 for the common stock and $4,484 for the warrants. The resulting debt discount for this note was $8,969. During the nine month period ended of January 31, 2026, the Company issued 1,375,000 shares of the its restricted common stock upon the conversion of the principal balance of $13,750. The principal balance of the note at January 31, 2026 is $0.
On August 27, 2025 the Company entered into a convertible promissory note 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. The principal balance of the note as of January 31, 2026 is $150,000.
On September 11, 2025 the Company entered into a convertible promissory note with a face value of $50,000, an original issue discount of $5,000, proceeds to the Company of $45,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on September 12, 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. The principal balance of the note as of January 31, 2026 is $50,000.
On October 6, 2025 the Company entered into a convertible promissory note with a face value of $50,000 an annual rate of interest of 10% that is convertible into shares of common stock at $0.01, and that was due on January 4, 2026. The company received proceeds of $45,000 net of issue costs. The Company also issued 5,000,000 shares of common stock and stock warrants to the note holder to purchase 5,000,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $9,129 for the common stock and $9,126 for the warrants. The resulting debt discount for this note was $23,255. During the nine month period ended of January 31, 2026, the Company issued 5,000,000 shares of the its restricted common stock upon the conversion of the principal balance of $50,000. The principal balance of the note as of January 31, 2026 is $0.
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On December 12, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.01, and that is due on June 12, 2026. The company received proceeds of $25,000 net of issue costs of $2,500 which were immediately expensed. The Company also issued 2,750,000 shares of common stock and stock warrants to the note holder to purchase 2,750,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $8,971 for the common stock and $8,970 for the warrants. The resulting debt discount for this note was $20,441. The principal balance of the note at January 31, 2026 is $27,500.
On January 14, 2026 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 $0.01, and that is due on January 13, 2027. The company received proceeds of $4,500 net of issue costs of $500 which were immediately expensed. 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 $1,623 for the common stock and $1,623 for the warrants. The resulting debt discount for this note was $3,746. The principal balance of the note as of January 31, 2026 is $5,000.
On January 16, 2026 the Company entered into a convertible promissory note with a face value of $1,667, an annual rate of interest of 10% that is convertible into shares of common stock at $0.01, and that is due on January 15, 2027. The company received proceeds of $1,500 net of issue costs of $167 which were immediately expensed. The Company also issued 166,667 shares of common stock and stock warrants to the note holder to purchase 166,667 shares of the Company’s common stock at $0.02. The common stock and warrants were recorded at their relative fair values of $541 for the common stock and $541 for the warrants. The resulting debt discount for this note was $1,249. The principal balance of the note as of January 31, 2026 is $1,667.
On January 28, 2026 the Company entered into a convertible promissory note with a face value of $55,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.01, and that is due on April 28, 2026. The company received proceeds of $50,000 net of issue costs of $5,000 which were immediately expensed. The Company also issued 5,500,000 shares of the Company’s common stock and stock warrants to the note holder to purchase 5,500,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $17,747 and $17,746 for the warrants. The resulting debt discount for this note was $40,493. The principal balance of the note as of January 31, 2026 is $55,000.
Prior Period Convertible Notes Payable
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 principal 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 and 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. During the three month period ended January 31, 2026, the Company issued 2,586,500 shares of the its restricted common stock upon the conversion of the principal balance of $3,650, accrued interest of $21,350, and fees of $865. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $176,350 and $180,000, respectively.
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 principal 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 and 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. During the three month period ended July 31, 2025, the Company issued 6,218,041 shares of the its restricted common stock upon the conversion of the principal balance of $60,060 and accrued interest of $2,121. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $60,060 respectively.
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 principal balance of the convertible promissory note payable was $50,000 as of January 31, 2026 and April 30, 2025.
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. The Company recorded a loan financing fee as additional principal of $60,000 during the three month period ended July 31, 2025. During the three month period ended January 31, 2026, the Company issued 12,000,000 shares of the its restricted common stock upon the conversion of the principal balance of $88,733 and accrued interest of $31,267. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $121,267 and $150,000, respectively.
15
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. The Company recorded a loan financing fee as additional principal of $30,000 during the three month period ended July 31, 2025. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $105,000 and $75,000 respectively.
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. The warrants were recorded at its relative fair value of $13,090 as debt discount. This note is currently in default due to non payment of principal and accrued interest. The principal balance of the note as of January 31, 2026 and April 30, 2025 was $30,000.
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 originally had a due date of October 17, 2025, the Company received a communication from the lender that the note is not in default as of the date of this report. The note 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. The principal balance of the note as of January 31, 2026 and April 30, 2025 was $75,000.
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. During the three month period ended January 31, 2026 the Company issued 556,389 shares of the its restricted common stock upon the conversion at the contract rate of $11,128 to convert principal and accrued interest for the note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $10,000, respectively.
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. The Company issued 834,167 shares of the its restricted common stock upon the conversion at the contract rate of $16,683 for the principal and accrued interest for the note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $15,000, respectively.
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. The Company issued 278,056 shares of the its restricted common stock upon the conversion at the contract rate of $5,561 for the principal and accrued interest or the note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $5,000, respectively.
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. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $250,000.
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. The Company issued 276,042 shares of the its restricted common stock upon the conversion at the contract rate of $5,521 for the principal and accrued interest for the note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $5,000.
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. The Company issued 275,069 shares of the its restricted common stock upon the conversion at the contract rate of $5,501 for the principal and accrued interest for this note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $5,000, respectively.
16
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 warrants were recorded at their relative fair value of $22,274. The resulting debt discount for this note was $29,774. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $75,000.
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. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $75,000.
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. The Company issued 269,653 shares of the its restricted common stock upon the conversion at the contract rate of $5,393 for the principal and accrued interest for this note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $5,000, respectively.
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. The Company issued 268,819 shares of the its restricted common stock upon the conversion at the contract rate of $5,376 for the principal and accrued interest for this note. The principal balance of the note as of January 31, 2026 and April 30, 2025 is $0 and $5,000, respectively.
Convertible Promissory Note Conversions
Nine Month Period Ended January 31, 2026:
The Company issued 556,389 shares of the its restricted common stock upon the conversion at the contract rate of $11,128 for the principal and accrued interest for a convertible promissory note dated December 16, 2024. The principal balance of the note at January 31, 2026 is $0.
The Company issued 834,167 shares of the its restricted common stock upon the conversion at the contract rate of $16,683 for the principal and accrued interest for a convertible promissory note dated December 18, 2024. The principal balance of the note at January 31, 2026 is $0.
The Company issued 278,056 shares of the its restricted common stock upon the conversion at the contract rate of $5,561 for the principal and accrued interest for a convertible promissory note dated December 18, 2024. The principal balance of the note at January 31, 2026 is $0.
The Company issued 276,042 shares of the its restricted common stock upon the conversion at the contract rate of $5,521 for the principal and accrued interest for a convertible promissory note dated January 16, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 275,069 shares of the its restricted common stock upon the conversion at the contract rate of $5,501 for the principal and accrued interest for a convertible promissory note dated January 30, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 269,653 shares of the its restricted common stock upon the conversion at the contract rate of $5,393 for the principal and accrued interest for a convertible promissory note dated April 18, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 268,819 shares of the its restricted common stock upon the conversion at the contract rate of $5,376 for the principal and accrued interest for a convertible promissory note dated April 30, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 267,500 shares of the its restricted common stock upon the conversion at the contract rate of $5,350 for the principal and accrued interest for a convertible promissory note dated May 19, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 6,218,041 shares of the its restricted common stock upon the conversion at the contract rate of $62,180 for principal and accrued interest for a convertible promissory note dated December 26, 2021. The principal balance of the note at January 31, 2026 is $0.
The Company issued 2,750,000 shares of the its restricted common stock upon the conversion at the contract rate of $27,500 for the principal for a convertible promissory note dated May 2, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 2,750,000 shares of the its restricted common stock upon the conversion at the contract rate of $27,500 for the principal for a convertible promissory note dated July 18, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 1,375,000 shares of the its restricted common stock upon the conversion at the contract rate of $13,750 for the principal for a convertible promissory note dated July 21, 2025. The principal balance of the note at January 31, 2026 is $0.
The Company issued 2,586,500 shares of the its restricted common stock upon the conversion of the principal balance of $3,650, accrued interest of $21,350, and fees of $865 for a convertible promissory note dated May 19, 2021. The principal balance of the note at January 31, 2026 is $176,350.
17
The Company issued 12,000,000 shares of the its restricted common stock upon the conversion of the principal balance of $88,733 and accrued interest of $31,267 for a convertible promissory note dated June 14, 2024. The principal balance of the note at January 31, 2026 is $121,267.
Nine Month Period Ended January 31, 2025:
The Company issued 2,000,000 shares of the its restricted common stock upon the conversion of $56,000 for principal, accrued interest and fees for a convertible promissory note dated June 21, 2024.
The Company issued 8,354,717 shares of the its restricted common stock upon the conversion of $233,932 for principal, accrued interest and fees for a convertible promissory note dated May 5, 2021.
The Company issued 1,121,750 shares of the its restricted common stock upon the conversion of $22,435 for principal, accrued interest and fees for a convertible promissory note dated May 19, 2021.
The Company issued 3,500,000 shares of the its restricted common stock upon the conversion of $50,000 for principal, accrued interest and fees for a convertible promissory note dated December 6, 2021.
Convertible Notes Payable
The following table reflects the convertible notes payable as of January 31, 2026 and April 30, 2025:
Schedule of Convertible Notes Payable
| Issue Date | Maturity Date |
January
31, 2026 Principal Balance |
April
30, 2025 Principal Balance |
Rate | Conversion Price | ||||||||||||||
| Convertible notes payable | |||||||||||||||||||
| Face Value | * | % | |||||||||||||||||
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| Face Value | * | - | % | ||||||||||||||||
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| Face Value | - | % | |||||||||||||||||
| Unamortized discounts | ( |
) | ( |
) | |||||||||||||||
| Balance convertible notes payable | $ | $ | |||||||||||||||||
| * | Notes that were in default as of January 31, 2026 due to non payment of principal and/or accrued interest. Total aggregate principal of $1,040,117 was in default as of January 31, 2026. |
Accrued Interest
As of January 31, 2026 and April 30, 2025, the balance of accrued interest for the Company’s convertible notes payable was $160,919 and $108,059, respectively.
As of January 31, 2026 and April 30, 2025, the balance of accrued interest for the Company’s related party short term loans was $5,010 and $757, respectively.
18
As of January 31, 2026 and April 30, 2025, the balance of accrued interest for the Company’s short term loans was $7,684 and $5,927, respectively.
As of January 31, 2026 and April 30, 2025, the balance of accrued interest for the Company’s related party convertible loans was $1,567 and $1,253, respectively.
NOTE 7 – STOCKHOLDERS’ DEFICIT
Common Stock
On
October 14, 2025, the Company filed with the State of Nevada to increase the authorized shares of the Corporation from
During the three month period ended January 31, 2026 NAPC Defense, Inc. issued 40,548,862 shares of the Company’s restricted common stock, including:
| - | 6,420,000 common shares for total proceeds of $64,200; |
| - | 22,612,195 common shares for $256,379 of principal, interest and fees converted at the contractual conversion rate. |
| - | 8,416,667 common shares valued at $28,883 based on the relative fair value on the date of issuance for commitment fees; | |
|
|
||
| - | 14,916,667 warrants issue with convertible debt valued at their relative fair value of $28,880 to purchase common shares; and |
| - | 3,100,000 shares for various services provided, valued at $45,200 based on the closing market price of the common shares on the grant dates. |
During the three month period ended October 31, 2025 NAPC Defense, Inc. issued 63,252,778 shares of the Company’s restricted common stock, including:
| - | 127,778 common shares for total proceeds of $1,278; |
| - | 6,875,000 common shares for $68,750 of principal converted at the contractual conversion rate. |
| - | 5,000,000 common shares and valued at $9,126 based on the relative fair value on the date of issuance for loan origination; | |
| - | 5,000,000 warrants issue with convertible debt valued at their relative fair value of $9,126 to purchase common shares; and |
| - | 51,250,000 common shares valued at their fair value based on quoted trading prices at grant dates of $510,250 issued for services. |
During the three month period ended July 31, 2025 NAPC Defense, Inc. issued 33,128,755 shares of the Company’s restricted common stock, including:
| - | 1,250,000 common shares with warrants under subscription agreements for total proceeds of $12,500; |
| - | 6,218,041 common shares for $62,180 of principal, interest and fees converted at the contractual conversion rate. |
| - | 20,625,000 common shares valued at $82,229 based on the relative fair value on the date of issuance for loan origination; |
| - | 4,535,714 common shares for the exercise of warrants for aggregate proceeds of $45,357; and | |
| - | 500,000 shares issued from issuable shares. |
During the three month period ended January 31, 2025 NAPC Defense, Inc. issued 42,390,954 shares of the Company’s restricted common stock, including:
| - | 266,667 common shares for total proceeds of $4,000; |
| - | 4,621,750 common shares for $72,435 of principal, interest and fees converted at the contractual conversion rate. |
| - | 4,902,537 common shares valued at $248,050 based on the relative fair value on the date of issuance for finance fees; | |
| - | 29,750,000 common shares valued at $113,089 based on the relative fair value on the date of issuance for commitment fees; | |
| - | 1,750,000 common shares for the conversion of warrants; |
| - | 1,100,000 shares for various services provided, valued at $11,025 based on the closing market price of the common shares on the grant dates. |
19
During the three month period ended October 31, 2024 NAPC Defense, Inc. Issued shares of the Company’s restricted common stock, including:
| - | 1,926,143 common shares for $53,916 of principal converted at the contractual conversion rate. |
During the three month period ended July 31, 2024 NAPC Defense, Inc. Issued shares of the Company’s restricted common stock, including:
| - | 2,892,857 common shares under subscription agreements for total proceeds of $70,500; |
| - | 8,428,574 common shares for the conversion of $236,000 of principal, interest and fees converted at the contractual conversion rate. |
| - | 1,346,430 common shares valued at $19,316 based on the relative fair value on the date of issuance for loan origination; |
| - | 5,866,667 common shares valued at $173,653 for the satisfaction for contingent liability. |
Series A Preferred Stock
On
May 1, 2020, the Company’s Board authorized the creation of
At
January 31, 2026 and April 30, 2025 the Company had
Voting Control Preferred Stock
On October 14, 2025 the Board of Directors authorized the designation of a new series of preferred shares, titled “Voting Control Preferred,” consisting of seventy (70) shares. Each Voting Control Preferred share is allocated one percent (1%) of the Corporation’s aggregate voting power, thus the entire series represents seventy percent (70%) of total shareholder voting power. These shares are non-transferable, non-convertible, and carry no rights to dividends or liquidation proceeds, nor any monetary or residual value. The Voting Control Preferred shares vote exclusively as a block directed by the Board of Directors, specifically on matters that require shareholder approval such as amendments to the articles of incorporation, changes in authorized shares, mergers, significant asset sales, and other fundamental corporate actions. This structure is designed to secure governance stability and continuity as the Company navigates future strategic growth and potential corporate actions.
Powers, Rights, and Limitations
The Voting Control Preferred shares are structured to be voted only as a single block and solely in accordance with the collective direction of the Board of Directors. These shares may only be exercised on shareholder matters requiring approval, which may include amendments to governance documents, increases or decreases in share authorization, significant corporate restructuring, or similar major corporate actions. The series expressly does not confer voting rights regarding the nomination, election, or removal of directors, or on any matters concerning the compensation of directors or officers.
The shares of this series are subject to further limitations as follows: they are non-transferable, indivisible, and may not be pledged or assigned. Additionally, the Voting Control Preferred shares do not constitute the personal property of any director, officer, or shareholder.
Additional Terms
The Voting Control Preferred series does not possess any rights to the payment of dividends, nor any rights of conversion into common stock or other securities. There are no liquidation or redemption privileges, and the shares do not have any monetary value. The sole function of this series is as a voting instrument for the purpose of maintaining governance stability and continuity within the organization. As a result, there is no financial value assigned to these shares within the Company’s accounting or audit records.
This series and all related rights, preferences, and limitations were authorized in compliance with Nevada Revised Statutes and the Company’s Articles of Incorporation, and became effective as of January 22, 2026.
Warrants
Schedule of Warrant Outstanding
| Weighted - | Weighted - | Aggregate - | ||||||||||||||
| Number of Warrants | Number of Warrants | Average Exercise Price | Remaining Term | Intrinsic Value | ||||||||||||
| Outstanding at April 30, 2025 | $ | 2.460 | $ | - | ||||||||||||
| Granted | $ | |||||||||||||||
| Warrants issued under full ratchet price protection | $ | |||||||||||||||
| Exercised | ( |
) | $ | |||||||||||||
| Cancelled | ( |
) | $ | |||||||||||||
| Outstanding at January 31, 2026 | $ | 2.683 | $ | |||||||||||||
The 52,613,096 warrants issued during the nine month period ended January 31, 2026 consisted of the following:
20
| ● | 7,250,000 warrants were issued in connection with subscription agreements; |
| ● | 1,785,714 warrants were issued for services; |
| ● | 31,791,667 warrants were issued in connection with convertible debt financings; and |
| ● | 11,785,715 warrants issued for full ratchet price protection. |
During the nine month period ended January 31, 2026, the Company recorded a deemed dividend in the amount of $117,629 as a result of 11,785,715 additional warrants issuable due to full ratchet price protection.
Significant range of inputs for the nine month period ended January 31, 2026 arising from the Black-Scholes options pricing model are as follows for the warrants:
Schedule of Significant Range for Stock Options Pricing
| Quoted market price on valuation date | $ | .004 - .0165 | |
| Exercise price | $ | ||
| Expected life (in years) | 2 - 5 Years | ||
| Equivalent volatility | % | ||
| Interest rates | % |
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Litigation
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 January 31, 2026, the suit was pending dismissal for lack of prosecution.
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 January 31, 2026, 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. At January 31, 2026 and April 30, 2025 the $50,000 is shown as a contingent liability shown on the accompanying consolidated balance sheet.
Commercial Office Space Lease Agreements
NAPC Defense Inc. entered into a lease agreement for approximately 2,900 share feet of commercial office space located in Clearwater, Florida that commenced on May 1, 2025 and that terminates on May 1, 2028. The base rent during the term of the lease is $3,138 per month in year one, $3,295 per month in year two, and $3,460 per month in year three (See Note 5).
NAPC Defense, Inc. entered into a lease agreement for commercial office space with a related party commencing on August 15, 2025 with a month-to-month term and a base monthly rent of $10,000. During the nine month period ended January 31, 2026 the Company paid the related party $60,000 for rent (See Note 9).
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NOTE 9 – RELATED PARTY TRANSACTIONS
The Company entered into a lease agreement for commercial office space with a related party commencing on August 15, 2025 with a month-to-month term and a base monthly rent of $10,000. During the nine month period ended January 31, 2026 the Company expensed $60,000 for rent. As of January 31, 2026, the amount owed is $10,000 which is included in accounts payable, related party in the accompanying balance sheet.
The Company had previously entered into a lease agreement on May 1, 2024, for 13,000 square feet of commercial office space and 40,000 square feet of warehousing and parking with a related party, with base monthly rent of $25,000. This lease agreement ended on April 30, 2025. The Company owed the related party rent of $25,000 at April 30, 2025. The $25,000 was paid to the related party during the nine month period ended January 31, 2026.
During the nine month period ended Jannuary 31, 2026, a related party limited liability company provided $6,500 of construction services to make improvements to the Company’s commercial office space.
The Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 and shown on the 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 on May 1, 2025. 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 impaired the balance of $1,615,000 of the intellectual property to $0 during the year ended April 30, 2025.
Period ended January 31, 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.
The above transactions and amounts are not necessarily what third parties would agree to.
Related Party Loans
See Note 6 - Notes Payable for information regarding related party loans.
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NOTE 10 – 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 three and nine month periods ended January 31, 2026 and 2025.
The operating results for discontinued operations have been presented in the accompanying consolidated statements of operations for the nine month period ended January 31, 2026 and 2025, respectively, as discontinued operations and are summarized below:
Schedule of Statement of Operations and Balance Sheet as Discontinued Operations
| January 31, 2026 | January 31, 2025 | |||||||
| Total revenue | $ | - | $ | - | ||||
| Operating expenses | - | - | ||||||
| Income from operations | - | - | ||||||
| Other expenses | - | - | ||||||
| Loss from operations of discontinued operations | $ | - | $ | |||||
The operating results for discontinued operations have been presented in the accompanying consolidated statements of operations for the three month period ended January 31, 2026 and 2025, respectively, as discontinued operations and are summarized below:
| January 31, 2026 | January 31, 2025 | |||||||
| Total revenue | $ | - | $ | - | ||||
| Operating expenses | - | - | ||||||
| Income from operations | - | - | ||||||
| Other expenses | - | - | ||||||
| Loss from operations of discontinued operations | $ | - | $ | - | ||||
The assets and liabilities of the discontinued operations at January 31, 2026 and April 30, 2025 are summarized below:
| January 31, 2026 | April 30, 2025 | |||||||
| 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 January 31, 2026 and April 30, 2025:
Schedule of Discontinued Operations Property and Equipment
| January 31, 2026 | April 30, 2025 | |||||||
| Fixed Assets | ||||||||
| Diving Vessel | $ | - | $ | |||||
| Magnetometer | - | - | ||||||
| Diving Vessel (Boston Whaler) | - | - | ||||||
| Diving Vessel (Commander) | - | - | ||||||
| Accumulated Depreciation | - | ( | ) | |||||
| Fixed Assets, Net | $ | - | $ | - | ||||
Depreciation
expense for the discontinued operations for the six months ended January 31, 2026 and 2024 was $
Impairment
expense for the discontinued operations for the six months period ended January 31, 2026 and 2024 was $
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NOTE 11 – SUBSEQUENT EVENTS
Subsequent to January 31, 2026 the Company issued the following shares of restricted common stock as follows:
| - | 3,000,000 shares of restricted common stock valued at $42,000 for a loan origination fee; | |
| - | 18,791,750 shares for the conversion of $136,843 for principal, accrued interest and fees for convertible notes; and | |
| - | 500,000 shares of restricted common stock valued at $11,000 for a commitment fee for a prior period convertible promissory note. |
Subsequent to January 31, 2025 the Company entered into the following convertible note agreements:
| - | A promissory note with a face value of $50,000, an annual rate of interest of 12% that is due on April 24, 2026. |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
Statements made in this Form 10-Q 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 principals.
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.
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.
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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 aid 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. |
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.
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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.
Results of operations
We have incurred recurring losses to date. At January 31, 2026, the Company’s had a working capital deficit of 1,643,789 which indicates that it is not able to cover its current liabilities with its current assets. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying condensed 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.
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 Nine Months Ended January 31, 2026 Results of Operations Compared to the Nine Months Ended January 31, 2025 Results of Operations
Revenue
The Company recorded revenue of $0 and $67,467 during the nine months ended January 31, 2026 and 2025, respectively.
Operating Expenses
During the nine month period ended January 31, 2026, the Company incurred general and administrative expense of $583,943, consulting and accounting expense of $270,636, professional fees of $113,003, rent expense of $103,485, legal fees of $34,110, and research and development expenses of $6,126.
During the nine month period ended January 31, 2025, the Company incurred general and administrative expense of $250,162, rent expense of $230,000, consulting and accounting expense of $226,820, legal fees of $43,750, professional fees of $18,354, and research and development expense of $10,112.
Total operating expenses were $1,111,303 for the nine month period ended January 31, 2026 versus $779,198 for the nine month period ended January 31, 2025, an increase of $332,105 or 43%. The increase in operating expenses for the nine month period January 31, 2026 is largely attributable to increases in general and administrative expense of $333,781, professional fees of $94,649, and consulting and accounting expense of $43,816, These increases offset a decrease in rent expense of $126,515.
Total other expenses were $660,631 during the nine month period ended January 31, 2026 and $667,440 during the nine month period ended January 31, 2025, a decrease of $6,809 or 1%. Other expenses increased during the nine month period ended January 31, 2026 primarily due to increases of $305,823 for amortization of debt discount and interest expense of $54,361 which offset decreases of $175,873 in financing fees, $123,653 in loss on extinguishment of debt and $67,467 in credit loss expense.
Discontinued Operations
During the nine month period ended January 31, 2026, the Company had a loss from operations of discontinued operations of $0.
During the nine month period ended January 31, 2025, the Company had a loss from operations of discontinued operations of $149,825.
Net Loss
For the nine month period January 31, 2026 the Company incurred net losses of $1,771,934 versus net losses of $1,528,996, for the nine month period ended January 31, 2025. The increase in net loss of $242,938 during the nine month period ended January 31, 2025 was primarily due to increases in loss from operations and other expense.
Deemed Dividend
During the nine month period ended January 31, 2026, the Company had a deemed dividend of $117,629 related to a price protection exercise price adjustment on warrants.
Net Loss Applicable To Common Stockholders
For the nine month period January 31, 2026 the Company incurred net losses of $1,889,563 versus net losses of $1,528,996, for nine month period ended January 31, 2025. The increase in net loss applicable to common stockholders of $360,567 during the nine month period ended January 31, 2026 was primarily due to increases in loss from operations and other expense.
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Summary of the Three Months Ended January 31, 2026 Results of Operations Compared to the Three Months Ended January 31, 2025 Results of Operations
Revenue
The Company did not generate any revenue during the three month periods ended January 31, 2026 and 2025.
Operating Expenses
During the three month period ended January 31, 2026, the Company incurred general and administrative expense of $18,119, consulting and accounting expense of $59,699, professional fees of $21,406, rent expense of $43,173, and legal fees of $9,900.
During the three month period ended January 31, 2025, the Company incurred general and administrative expense of $71,632, rent expense of $75,000, consulting and accounting expense of $95,574, legal fees of $8,100, research and development of $6,009, and professional fees of $3,183.
Total operating expenses were $152,297 for three month period ended January 31, 2026 versus $259,498 for the three month period ended January 31, 2025, a decrease of $107,201 or 41%. The decrease in operating expenses for the three month period ended January 31, 2026 is largely attributable to decreases in general and administrative expense of $53,513, consulting and accounting fees of $35,875 and rent of $31,827 which offset an increase in professional fees of $18,223.
Other Expenses
Total other expenses were $137,969 during the three month period ended January 31, 2026 and $379,714 during the three month period ended January 31, 2025, a decrease of $241,745 or 64%. Other expenses decreased during the three month period ended January 31, 2026 primarily due to a decreases of $276,185 for financing fees.
Net Loss
For the three month period ended January 31, 2026 the Company incurred net losses of $290,266 versus net losses of $639,212, for the three month period ended January 31, 2025. The decrease in net loss of $348,946 during the three month period ended January 31, 2026 was primarily due to decreases in loss from operations and loss from other expenses.
Discontinued Operations
During the three month period ended January 31, 2026, the Company had a loss from operations of discontinued operations of $0.
During the three month period ended January 31, 2025, the Company had a loss from operations of discontinued operations of $0.
Net Loss Applicable To Common Stockholders
During the three month period ended January 31, 2026, net loss applicable to common stockholders was $290,266. During the three month period ended January 31, 2025, net loss applicable to common stockholders was $639,212. The decrease in net loss applicable to common stockholders of $348,946 during the three month period ended January 31, 2026 was primarily due to decreases in loss from operations and loss from other expenses.
Liquidity and capital resources
As of January 31, 2026, our total assets were $163,072.
As of January 31, 2026, our current assets were $69,166, our current liabilities were $1,722,955 and Stockholders’ deficit was $1,611,451.
As of January 31, 2026 we had a net capital working deficit of $1,653,789.
Cash flows from operating activities
For the nine months ended January 31, 2026 net cash flows used in operating activities was $594,278.
For the nine months ended January 31, 2025 net cash flows used in operating activities was $655,919.
Cash flows from operating activities decreased during the nine month period ended January 31, 2026 largely due to decreases in financing fees, loss on impairment of assets, loss on extinguishment of debt, credit loss expense, and amortization of prepaid consulting fees which offset increases in net loss, stock issued for services, and amortization of debt discount.
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Cash flows from investing activities
For the nine months ended January 31, 2026 we used $6,500 in cash flows from investing activities.
For the nine months ended January 31, 2025 we used $0 in cash flows from investing activities.
Cash flows from investing activities increased nominally during the nine month period ended January 31, 2026.
Cash flows from financing activities
For the nine months ended January 31, 2026 we have generated $613,981 in cash flows from financing activities.
For the nine months ended January 31, 2025 we have generated $671,605 in cash flows from financing activities.
Cash flows from financing activities decreased during the nine month period ended January 31, 2026 largely due to decreases in proceeds from convertible notes payable, cash proceeds from sale of common stock, and payments of short term loans, which offset increases in proceeds from exercise of warrants, proceeds from short term loans, and payments of related party loans.
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.
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 January 31, 2026, the Company had a working capital deficit of $1,653,789. 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.
Future Financings
We will continue to rely on equity sales of the Company’s common shares 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.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
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ITEM 4. CONTROLS AND PROCEDURES
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 January 31, 2026. 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 January 31, 2026, 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 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.
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, a material weakness 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 reviewing and designing internal controls. 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 managements 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.
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 January 31, 2026, we did not have sufficient capital and/or operations to implement any of the remedial measures described below.
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| * | 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 nine month period ended January 31, 2026.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not presently involved in any litigation 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 NAPC Defense, Inc. NAPC Defense, Inc. 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 January 31, 2024, the suit was pending dismissal for lack of prosecution.
ITEM 1A. RISK FACTORS
Not required.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three month period ended January 31, 2065 the Company entered into subscription agreements to sell 6,420,000 shares of its restricted common stock for proceeds of $64,200. The proceeds received were used for general corporate purposes, working capital and repayment of some debt.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13A-14(A) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13A-14(A) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
| 32.2 | Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
| 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) |
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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.
| Date: March 17, 2026 | By: | /s/ Edward K.West |
| Edward
K. West Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer ) | ||
| Date: March 17, 2026 | By: | /s/ John Spence |
| John
Spence Chief Financial Officer Director | ||
| Date: March 17, 2026 | By: | /s/ Craig A Huffman |
| Craig
A. Huffman Chief Legal Officer, Principal Financial Officer, Secretary | ||
| Date: March 17, 2026 | By: | /s/ Evelyn R. Gurba |
| Director | ||
| Date: March 17, 2026 | By: | /s/ Derrick West |
| Director |
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FAQ
What were NAPC Defense (BLIS) revenues and profits for the quarter ended January 31, 2026?
What going concern risks does NAPC Defense (BLIS) disclose in its latest 10-Q?
How leveraged is NAPC Defense (BLIS) and what is its stockholders’ equity position?
How many NAPC Defense (BLIS) shares are outstanding and how much potential dilution exists?
How is NAPC Defense (BLIS) funding its operations without revenue?
What is NAPC Defense (BLIS) current business focus after exiting its former line?
Are any of NAPC Defense’s (BLIS) debts currently in default and what are the implications?
