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NAPD 10-K & 10-Q changes, risk factors and insider trading

NAPC Defense, Inc. · OTC · Services-Advertising · CIK 1703625 · All filings on SEC.gov

Everything below is quoted or computed from NAPC Defense, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-08-13 (period ending 2026-04-30) with 10-K filed 2025-09-11 (period ending 2025-04-30).

Risk Factors (10-K Item 1A)

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) (10-K Item 7)

10new paragraphs
7removed paragraphs
11reworded paragraphs
1,623 → 1,718words in section

New heading “Cost of Sales and Gross Profit”

New heading “Cash flows from investing activities”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: impairment
“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. …”
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New text
“Cash flows from investing activities”
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New text
“Cost of Sales and Gross Profit”
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Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

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.
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New text topics: impairment
“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.”
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New text
“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. …”
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Full comparison: every changed paragraph (28)

Green = added, red = removed. Unchanged paragraphs, 6 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

Impairment of long-lived and intangible assets

Removed

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.

Reworded

The Company recorded related party revenue of $1,421,220 and $0 and during the years ended April 30, 20252026 and 2024,2025, respectively.

Added

Cost of Sales and Gross Profit

Added

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.

Added

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.

Removed

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.

Reworded

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.

Reworded

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.

Removed

Total other expenses were $128,266 during the year ended April 30, 2024 which was all related to interest expenses.

Reworded

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.

Removed

During the year ended April 30, 2024, the Company had a loss from operations of discontinued operations of $199,713.

Reworded

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.

Reworded

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.

Reworded

As at of April 30, 2025,2026, our total assets were $16,452.$881,642.

Reworded

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.

Added

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.

Added

Cash flows from investing activities

Added

For the year ended April 30, 2026 we used $6,500 in cash flows from investing activities.

Added

For the year ended April 30, 2025 we used $0 in cash flows from investing activities.

Added

Cash flows from investing activities increased nominally during year ended April 30, 2026.

Removed

The increase in cash used in operating activities is primarily attributable to an increase in net loss.

Added

For the year ended April 30, 2026 cash flows provided by financing activities were $870,635.

Removed

For the year ended April 30, 2024 cash flows provided by financing activities were $134,016.

Reworded

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.

Reworded

Convertible Promissory Note and Warrant Dilution

Added

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.

Reworded

LiquidityLiquidity, and Capital Resources and Cash Requirements

What changed in the latest 10-Q

Comparing 10-Q filed 2026-09-21 (period ending 2026-07-31) with 10-Q filed 2026-03-17 (period ending 2026-01-31).

Risk Factors (10-Q Part II, Item 1A)

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) (10-Q Part I, Item 2)

10new paragraphs
23removed paragraphs
22reworded paragraphs
3,320 → 2,849words in section

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 (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: going concern
“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.”
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Removed text
“Summary of the Three Months Ended January 31, 2026 Results of Operations Compared to the Three Months Ended January 31, 2025 Results of Operations”
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New text topics: going concern
“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.”
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Removed text topics: going concern
“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.”
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New text topics: going concern
“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.”
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Removed text
“Net Loss Applicable To Common Stockholders”
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Full comparison: every changed paragraph (55)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

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”).

Added

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”).

Added

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.

Removed

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.

Reworded

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.

Reworded

Summary of the NineThree Months Ended JanuaryJuly 31, 2026 Results of Operations Compared to the NineThree Months Ended JanuaryJuly 31, 2025 Results of Operations

Reworded

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.

Added

Cost of Sales and Gross Profit

Added

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.

Reworded

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.

Reworded

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.

Reworded

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.

Reworded

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.

Removed

Discontinued Operations

Removed

During the nine month period ended January 31, 2026, the Company had a loss from operations of discontinued operations of $0.

Removed

During the nine month period ended January 31, 2025, the Company had a loss from operations of discontinued operations of $149,825.

Reworded

Net Income/Loss

Reworded

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.

Removed

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.

Removed

Net Loss Applicable To Common Stockholders

Removed

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.

Removed

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

Revenue

Removed

The Company did not generate any revenue during the three month periods ended January 31, 2026 and 2025.

Removed

Operating Expenses

Removed

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.

Removed

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.

Removed

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.

Removed

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.

Removed

Net Loss

Removed

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.

Removed

Discontinued Operations

Reworded

During the three month period ended JanuaryJuly 31, 2026, the Company haddid not have a lossdeemed from operations of discontinued operations of $0.dividend.

Reworded

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.

Reworded

Net Income/Loss Applicable To Common Stockholders

Reworded

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.

Reworded

As of Januaryat July 31, 2026, our total assets were $163,072.$902,238 and our total liabilities were $1,676,590.

Reworded

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.

Reworded

As of JanuaryJuly 31, 2026 weour hadtotal a net capital workingstockholders’ deficit ofwas $1,653,789.$774,352.

Added

As of July 31, 2026 we had a working capital deficit of $804,952.

Reworded

For the ninethree months ended JanuaryJuly 31, 2026 net cash flows used infrom operating activities was $594,278.$209,310.

Reworded

For the ninethree months ended JanuaryJuly 31, 2025 net cash flows used in operating activities was $655,919.$248,359.

Added

The increase in cash from operating activities is primarily attributable net income $775,538 in 2026 versus net losses of $584,252 in 2025.

Removed

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.

Removed

For the nine months ended January 31, 2026 we used $6,500 in cash flows from investing activities.

Reworded

For the ninethree months ended JanuaryJuly 31, 20252026 wenet cash flow used $0 in cash flows from investing activities.activities was $0.

Added

For the three months ended July 31, 2025 net cash flow used in investing activities was $6,500.

Removed

Cash flows from investing activities increased nominally during the nine month period ended January 31, 2026.

Reworded

For the ninethree months ended JanuaryJuly 31, 2026 we have generated $613,981used $162,919 in cash flows from financing activities.

Reworded

For the ninethree months ended JanuaryJuly 31, 2025 we have generated $671,605$267,657 in cash flows from financing activities.

Reworded

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.

Removed

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.

Removed

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.

Added

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.

Added

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.

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