NAPD 10-K & 10-Q changes, risk factors and insider trading
NAPC Defense, Inc. · OTC · Services-Advertising · CIK 1703625 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Cost of Sales and Gross Profit”
New heading “Cash flows from investing activities”
Largest changes
“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. …”see in full comparison
Total operating expenses were $1,353,302 for the year ended April 30, 2026 versus $2,484,960 for the year ended April 30,see in full comparison20252025,versusa$384,007 for the year ended April 30, 2024, an increasedecrease of$2,100,953$1,131,658 in20252026 or547.1%.45.6%. Theincreasedecrease in operating expenses for the year ended April 30,20252026 is largely attributable toincreasesdecreases in general and administrativeexpense of $1,738,053 which includes impairmentexpense of$1,755,296,$1,213,721, rent expense of$305,470, consulting and accounting expense of $26,142, legal fees of $25,902,$164,702, and research and development of$15,632.$9,506. Theseincreasesdecreases offsetdecreasesincreases in professional fees of$10,246.$132,109, consulting expense of $112,591, and legal fees of $11,571.
“The decrease in cash used in operating activities is primarily attributable to decreases in net loss, loss on impairment of assets, financing fees, and loss on extinguishment of debt which offset increases in stock issued for services, amortization of debt discount and increase in accrued interest payable.”see in full comparison
“The Company’s convertible notes payable and warrants may result in significant dilution to the current shareholders and result in a decrease in the price of the Company’s stock. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. There are additional terms and conditions contained in the notes that could result in the Company being required to issue a significant amount of shares and/or warrants to the lenders. …”see in full comparison
Full comparison: every changed paragraph (28)
Impairment of long-lived and intangible assets
Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates
whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses
market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining
life in measuring whether or not the asset values are recoverable. Identified intangible assets are reviewed for impairment at least
annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the year ended
April 30, 2025 the Company’s Management determined that three of its vessels were impaired and the Company wrote down the carrying
value of the vessels of $140,296 to $0, included in the loss from discontinued operations.
The
Company recorded related party revenue of $1,421,220 and $0 and during the years ended April 30, 20252026 and 2024,2025, respectively.
Cost of Sales and Gross Profit
The Company’s cost of sales was $2,112,770 with a negative gross profit of $691,550 for the year ended April 30, 2026.
During the year ended April 30, 2026, the Company incurred general and administrative expense of $618,677, consulting expense of $387,455, rent expense of $150,368, professional fees of $136,163, legal fees of $54,513, and research and development expenses of $6,126.
During the year ended April
30, 2024, the Company incurred consulting and accounting expense of $248,722, general and administrative expense of $94,345, legal fees
of $17,040, professional fees of $14,300, and rent expense of $9,600.
Total
operating expenses were
$1,353,302 for the year ended April 30, 2026 versus $2,484,960 for the year ended April 30, 20252025, versusa $384,007 for the year ended April 30, 2024, an increase decrease
of $2,100,953$1,131,658 in 20252026 or
547.1%. 45.6%. The increasedecrease in operating expenses for the year ended April 30, 20252026 is largely attributable to increases decreases
in general and administrative
expense of $1,738,053 which includes impairment expense of $1,755,296,$1,213,721, rent expense of $305,470, consulting and accounting expense of
$26,142, legal fees of $25,902,$164,702, and research and development of $15,632.$9,506. These increases decreases
offset decreasesincreases in professional fees of $10,246.$132,109, consulting expense of $112,591, and legal fees of $11,571.
Total
other expenses were $748,307 during the year
ended April 30, 2025 and $128,266$837,524 during the year ended April 30, 2024,2026 anand increase$748,307 of $620,041 or 483.4% in 2025. Other expenses increased
during the year ended April 30, 20252025, an increase of $89,217
or 11.92% in 2026. Other expenses increased during the year ended April 30, 2026 primarily due to increasesdecreases of $314,772$178,220 for financing
fees, $248,667 for amortization of debt discount,
$57,646 decrease in interest expense, $67,000 for fair value of warrants ,warrants. and $47,998 for loss on extinguishment of debt.debt which offset a $292,515 increase for amortization
of debt discount and an $89,170 increase in interest expense.
Total other expenses were $128,266 during the year
ended April 30, 2024 which was all related to interest expenses.
During the year ended April 30, 2026, the Company had a loss from operations of discontinued operations of $0 During the year ended April 30, 2025, the Company had a loss from operations of discontinued operations of $143,732.
During the year ended April 30, 2024, the Company
had a loss from operations of discontinued operations of $199,713.
For
the year ended April 30, 2026 the Company incurred net losses of $2,882,376 versus net losses of $3,376,999, for the year ended April
30, 2025. The decrease in net loss of $494,623 during the year ended April 30, 2025 the Company incurred
net losses of $3,376,999 versus net losses of $711,986, for the year ended April 30, 2024. The increase in net loss of $2,665,013 during
the year ended April 30, 20252026 was primarily due to increasesdecreases in operating expenses and other expenses.
During
the yearyears ended April 30, 2026 and 2025, the Company
had a deemed dividend of $82,913$256,096 and $82,913, respectively related to a price protection
exercise price adjustment on warrants.
As at
of April 30, 2025,2026, our total assets were $16,452.$881,642.
As at
of April 30, 2025,2026, our current liabilities were
$1,163,126 $2,936,045 and stockholders’ deficit was $1,146,674.$2,097,219.
The decrease in cash used in operating activities is primarily attributable to decreases in net loss, loss on impairment of assets, financing fees, and loss on extinguishment of debt which offset increases in stock issued for services, amortization of debt discount and increase in accrued interest payable.
Cash flows from investing activities
For the year ended April 30, 2026 we used $6,500 in cash flows from investing activities.
For the year ended April 30, 2025 we used $0 in cash flows from investing activities.
Cash flows from investing activities increased nominally during year ended April 30, 2026.
The
increase in cash used in operating activities is primarily attributable to an increase in net loss.
For the year ended April 30, 2026 cash flows provided by financing activities were $870,635.
For
the year ended April 30, 2024 cash flows provided by financing activities were $134,016.
The
increase in cash provided by financing activities is primarily attributable to an increase in proceedscash from convertible notes payable and cash
proceeds from the sale of common stock.stock,
proceeds from exercise of warrants, proceeds from short term loans, and proceeds from related party loans which offset decreases in proceeds
from convertible notes payable.
Convertible Promissory Note and Warrant Dilution
The Company’s convertible notes payable and warrants may result in significant dilution to the current shareholders and result in a decrease in the price of the Company’s stock. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. There are additional terms and conditions contained in the notes that could result in the Company being required to issue a significant amount of shares and/or warrants to the lenders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a substantial decrease in the market price of the Company’s shares.
LiquidityLiquidity,
and Capital Resources and Cash Requirements
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Cost of Sales and Gross Profit”
Removed heading “Discontinued Operations”
Removed heading “Net Loss Applicable To Common Stockholders”
Removed heading “Summary of the Three Months Ended January 31, 2026 Results of Operations Compared to the Three Months Ended January 31, 2025 Results of Operations”
Removed heading “Operating Expenses”
Removed heading “Discontinued Operations”
Largest changes
“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.”see in full comparison
“Summary of the Three Months Ended January 31, 2026 Results of Operations Compared to the Three Months Ended January 31, 2025 Results of Operations”see in full comparison
“We have incurred recurring losses to date. Our consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.”see in full comparison
“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.”see in full comparison
“The Company may not be able to continue as a going concern. The report of our independent auditors for the years ended April 30, 2026 and 2025 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.”see in full comparison
Full comparison: every changed paragraph (55)
During the year ended April 30, 2026 the Company entered into an agreement with a related party, Native American Pride Constructors, LLC (“NAPC, LLC”), to act as subcontractor to oversee and manage NAPC, LLC’s contracts with the United States Department of War (“DoW”).
During the year ended April 30, 2026 the Company entered into an agreement with a related party, Native American Pride Constructors, LLC (“NAPC, LLC”), to act as subcontractor to oversee and manage NAPC, LLC’s contracts with the United States Department of War (“DoW”).
We have incurred recurring losses to date. Our consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We
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 expendituresexpenditures, the
Company expects to expend its available cash in less than one month from the issuance
date of these financial statements.
Summary
of the NineThree Months Ended JanuaryJuly 31,
2026 Results of Operations Compared to the NineThree Months Ended JanuaryJuly 31, 2025 Results of Operations
The
Company recorded related party revenue of
$5,288,000 and $0 and $67,467 during the ninethree monthsmonth periods ended JanuaryJuly 31, 2026 and 2025, respectively.
Cost of Sales and Gross Profit
The Company’s cost of sales was $3,734,516 with a gross profit of $1,553,484 for the period ended July 31, 2026.
During
the ninethree month period
ended JanuaryJuly 31, 2026, the Company incurred general and administrative expense of $583,943, consulting and accounting
expense of $270,636,$87,266, professional fees of $113,003,$53,669, consulting
and accounting expense of $50,873, rent expense of $103,485,$44,348, and legal fees of $34,110, and research and development expenses
of $6,126.$4,500.
During
the ninethree month period
ended JanuaryJuly 31, 2025, the Company incurred general and administrative expense of $250,162,$29,874, rent expense of $230,000,
$13,001, consulting and accounting
expense of $226,820,$152,586, legal fees of $43,750,$2,210, research and development expenses of $6,126, and professional fees of $18,354, and research and development expense
of $10,112.$54,262.
Total operating expenses were
$1,111,303 $240,656 for the ninethree
month period ended July 31, 2026 versus $258,059 for three month period ended JanuaryJuly 31, 20262025 versuswhich $779,198is fora thedecrease nine month period ended January 31, 2025, an increase
of $332,105$17,403 or 43%.6.7%. The increase
decrease in operating expenses for the ninethree month period Januaryended July 31, 2026 is largely attributable to a decrease in consulting and
accounting expenses expense of $101,713. This decrease is offset by increases
in general and administrative expenses of $57,392 and rent
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.$31,347.
Total other expenses were $660,631$537,290 during the ninethree
month period ended JanuaryJuly 31, 2026 andversus $667,440$326,193 during the ninethree month period ended JanuaryJuly 31, 2025, aan decreaseincrease of $6,809$211,097 or 1%.64.7%.
Other Other
expenses increased during the ninethree month period ended JanuaryJuly 31, 2026 primarily due to an 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$210,646 in loss on extinguishment
of debt and $184,260 in financing fees which offset a decrease of $178,793 in amortization of debt
and $67,467 in credit loss expense.discount.
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 Income/Loss
For
the ninethree month period
ended JanuaryJuly 31, 2026 the Company incurred net lossesincome of $1,771,934$775,538 versus net losses of $1,528,996,$584,252, for the ninethree month
period ended JanuaryJuly 31,
2025. The increasedecrease in net loss of $242,938$1,359,790 during the ninethree month period ended JanuaryJuly 31, 20252026 was primarily
due to increasesan increase of
$5,288,000 in loss from operationsrevenues and other$1,553,484 expense.in gross profits, whereas the Company did not have any revenues during the same period in
2025.
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.
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.
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 JanuaryJuly 31, 2026,
the Company haddid not have a lossdeemed from operations of discontinued operations of $0.dividend.
During
the three month period ended JanuaryJuly 31, 2025,
the Company had a lossdeemed from operationsdividend of discontinued$117,629 operationsrelated ofto $0.a price protection exercise price adjustment on warrants.
Net Income/Loss Applicable To Common Stockholders
During
the three month period ended JanuaryJuly 31, 2026,
net lossincome applicable to common stockholders was $290,266.$775,538. During the three month period
ended JanuaryJuly 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.$701,881.
As
of Januaryat July 31, 2026, our total assets were $163,072.$902,238
and our total liabilities were $1,676,590.
As ofat JanuaryJuly 31, 2026, our current assets were $69,166,$838,297
ourand current liabilities were $1,722,955 and Stockholders’ deficit was $1,611,451.$1,643,249.
As of JanuaryJuly 31, 2026 weour hadtotal a net capital workingstockholders’
deficit ofwas $1,653,789.$774,352.
As of July 31, 2026 we had a working capital deficit of $804,952.
For
the ninethree months ended JanuaryJuly 31, 2026 net cash
flows used infrom operating activities was $594,278.$209,310.
For
the ninethree months ended JanuaryJuly 31, 2025 net cash
flows used in operating activities was $655,919.$248,359.
The increase in cash from operating activities is primarily attributable net income $775,538 in 2026 versus net losses of $584,252 in 2025.
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.
For
the nine months ended January 31, 2026 we used $6,500 in cash flows from investing activities.
For
the ninethree months ended JanuaryJuly 31, 20252026 wenet cash
flow used $0 in cash flows from investing activities.activities was $0.
For the three months ended July 31, 2025 net cash flow used in investing activities was $6,500.
Cash flows from investing activities increased nominally
during the nine month period ended January 31, 2026.
For
the ninethree months ended JanuaryJuly 31, 2026 we have generated $613,981used
$162,919 in cash flows from financing activities.
For
the ninethree months ended JanuaryJuly 31, 2025 we have
generated $671,605$267,657 in cash flows from financing activities.
CashThe flowsdecrease fromin cash provided by financing activities
activitiesis decreasedprimarily during the nine month period ended January 31, 2026 largely dueattributable to an increase in cash paid for a loan settlement and decreases in proceeds from convertible notes payable,
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,loans and paymentsproceeds from the sale of relatedcommon party loans.stock.
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.
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 July 31, 2026, the Company had a working capital deficit of $804,952. 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, 2026 and 2025 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.
NAPD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding NAPD (13F)
None of the 59 investors we track reported a position in their latest 13F.