UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~January~~July 31, 2025

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 333-219700

NAPC Defense, Inc. ~~Formerly Treasure & Shipwreck Recovery, Inc.~~ (Exact name of registrant as specified in its charter)

Nevada	7310	37-1844836
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Edward K. West

Chief Executive Officer

~~1501~~4910 ~~Lake~~Creekside ~~Ave~~Orive, SESuite K

~~Largo,~~Clearwater. Florida ~~33771~~33760

(754) 242-6272

(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. Yes x ~~Noo~~No o

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
Non-accelerated Filer	o	Smaller reporting company	x
(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 No x

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 ~~235~~274,~~751~~508,~~936~~460 common shares issued and outstanding as of ~~March~~October 269, 2025.

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, 2025 (Unaudited) and April 30, 2024	4
	Condensed Consolidated Balance Sheets as of July 31, 2025 (Unaudited) and April 30, 2025	4
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Operations for the three months ended July 31, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and nine months ended January 31, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended July 31, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2025 and 2024	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the years ended July 31, 2025 and 2024	7
	Notes to the Condensed Consolidated Unaudited Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
Item 4.	Controls and Procedures	2526
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	2627
Item 1A.	Risk Factors	2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2627
Item 3.	Defaults Upon Senior Securities	2627
Item 4.	Submission of Matters to a Vote of Securities Holders	2627
Item 5.	Other Information	2627
Item 6.	Exhibits	2728
	Signatures	2829

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~The~~Forward-looking ~~accompanying interim financial~~ statements of NAPC Defense, Inc. formerly Treasure & Shipwreck Recovery, Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

~~The~~Statements ~~interim~~made ~~financial~~in ~~statements~~this Form 10-Q that are ~~condensed~~not ~~and~~historical ~~should~~or becurrent ~~read~~facts inare ~~conjunction~~“forward-looking ~~with~~statements” made pursuant to the ~~Company’s~~safe harbor ~~latest~~provisions ~~annual~~of ~~financial~~Section ~~statements.~~27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act ~~The~~of ~~accompanying~~1934. ~~financial~~These statements ~~have~~often ~~been~~can ~~prepared~~be inidentified ~~accordance~~by ~~with~~the ~~accounting~~use ~~principles~~of ~~generally~~terms ~~accepted~~such inas ~~the~~“may,” ~~United~~“will,” ~~States~~“expect,” of“believe,” ~~America~~“anticipate,” (“~~GAAP~~estimate,”) ~~for~~“approximate” ~~interim~~or ~~financial~~“continue,” ~~information~~or ~~and~~the negative inthereof. ~~accordance~~We ~~with~~intend that such forward-looking statements be subject to the ~~instructions~~safe harbors for such statements. We wish to ~~Form~~caution readers 10not to place undue reliance on any such forward-Qlooking ~~and~~statements, ~~Article~~which 10 speak only as of ~~Regulation~~the Sdate made. Any forward-Xlooking statements represent management’s best judgment as to what may occur in the future. ~~Accordingly~~However, ~~since~~forward-looking ~~they~~statements are ~~interim~~subject to ~~statements~~risks, ~~the~~uncertainties ~~accompanying~~and ~~financial~~important ~~statements~~factors dobeyond ~~not~~our ~~include~~control ~~all~~that ~~the~~could ~~information~~cause actual results and events to differ materially from historical results of operations and ~~notes~~events ~~required~~and bythose ~~GAAP~~presently ~~for~~anticipated ~~complete~~or ~~financial~~projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement ~~presentation~~or to reflect the occurrence of anticipated or unanticipated events.

InFinancial ~~the~~information ~~opinion~~contained ofin ~~management,~~this ~~the~~report ~~financial~~and ~~statements~~in ~~contain~~our ~~all~~financial ~~material~~statements ~~adjustments,~~is ~~consisting~~stated ~~only~~in ofUnited ~~normal~~States ~~adjustments~~dollars ~~considered necessary to present fairly the financial condition, results of operations,~~ and ~~cash~~are ~~flows~~prepared ofin ~~the~~accordance with ~~Company~~United ~~for~~States ~~the~~generally ~~interim~~accepted ~~periods~~accounting ~~presented~~principals (“GAAP”).

NAPC Defense, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS ~~As of January 31, 2025 and April 30, 2024~~

	January 31, 2025			April 30, 2024
	July 31, 2025			April 30, 2025
	Unaudited
ASSETS
Current assets:
Cash	$	1524,~~686~~610		$	-11,812
Prepaid consulting fees		-			54,599
Prepaid listing fees		3,098			4,640
Total current assets		1527,~~686~~708			5416,~~599~~452
Fixed assets, net of depreciation		-			143,732
Security deposit		4,900			-
Prepaid product rights		-			1,615,000
Fixed assets		6,411			-
Intangible assets		1,615,000			-
Right of use asset		97,883			-
Security deposit		1,000			1,000
Total Assets	$	136,902		$	16,452
Total Assets	$	1,631,686		$	1,814,331
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	-28,582		$	1725,~~536~~000
Accrued interest expense		247,512			287,577
Accounts payable, related parties		6,500			-
Related party advances		16,310			-
Accrued interest expense		144,835			115,996
Related party advances		3,648			17,726
Customer deposits		8,700			8,700
Convertible notes payable, net of discounts		~~642~~1,~~651~~085,387			~~483~~806,~~641~~787
Short term loans		2522,~~004~~925			8622,~~716~~925
Related party convertible loans		110,890			110,890
Related party convertible loan		64,992			64,992
Contingent liabilities		-			50,000
Related party short term loans		68,800			51,000
Total current liabilities		1,051,067			1,045,060
Lease liability - current		29,942			-
Total Liabilities		1,051,067			1,045,060
Contingent liabilities		50,000			50,000
Commitments and contingencies (Note 8)
Total current liabilities		1,514,311			1,163,126
Stockholders’ Equity
Long term liabilities:
Lease liability		68,432			-
Total Liabilities		1,582,743			1,163,126
Commitments and Contingencies (Note 8)
Stockholders’ Deficit (Equity)
Preferred stock, $0.001 par value; 100 shares authorized, 51 shares issued and outstanding		-			-
Common stock, par value $0.001; 300,000,000 shares authorized, 231,251,936 and 168,400,211 shares issued and outstanding at January 31, 2025 and April 30, 2024, respectively		231,253			168,416
Common stock, par value $0.001; 500,000,000 shares authorized, 271,380,682 and 238,251,927 shares issued and outstanding at July 31, 2025 and April 30, 2025, respectively		271,398			238,269
Common stock to be issued		~~143~~118,500			~~118~~120,~~500~~432
Additional paid in capital		6,722,431			5,469,924
Additional paid-in capital		7,313,623			6,942,106
Accumulated deficit		(69,~~516~~149,~~565~~362	)		(48,~~987~~447,~~569~~481	)
Total Stockholders’ Equity		580,619			769,271
Total Stockholders’ Deficit (Equity)		(1,445,841	)		(1,146,674	)
Total Liabilities and Stockholders’ Equity	$	1136,~~631,686~~902		$	116,~~814,331~~452

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

NAPC Defense, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ~~Three and nine months ended January 31, 2025 and 2024~~ UNAUDITED

	For the Three Months Ended						~~For the Nine Months Ended~~
	January 31, 2025			January 31, 2024			January 31, 2025			January 31, 2024
	July 31, 2025			July 31, 2024
Service Revenue	$	-		$	-		$	67,467		$	-
Revenue	$	-		$	67,467
Gross profit		-			-67,467			~~67,467~~			-
Operating expenses
General and administrative		71,632			625			250,162			31,343
Consulting and accounting		152,586			69,617
Rent		75,000			-			230,000			9,600
General and administrative		29,874			137,450
Consulting and accounting		95,574			50,222			226,820			205,684
Professional fees		54,262			3,150
Legal fees		82,~~100~~210			220,~~175~~650			~~43,750~~			~~16,390~~
Boat expenses		-			5,300			5,675			98,500
Rent		13,001			80,000
Research and development		6,~~009~~126			-4,103			~~10,112~~			-
Professional fees		3,183			12,237			18,354			14,300
Total operating expenses		258,059			314,970
Depreciation		-			4,306			3,436			12,917
Loss from operations		(258,059	)		(247,503	)
Labor		-			-			418			73,992
Other income (expense)
Total operating expenses		259,498			74,865			788,727			462,726
Amortization of debt discount		(192,792	)		(14,990	)
Net loss from operations		(259,498	)		(74,865	)		(721,260	)		(462,726	)
Financing fees		(100,312	)		-
Other income (expense)
Loss on extinguishment of debt		-			(123,653	)
Amortization of debt discount		(78,963	)		-			(134,197	)		-
Interest expense		(33,089	)		(17,848	)
Loss on impairment of assets		-			-			(140,296	)		-
Total other income (expense)		(326,193	)		(156,491	)
Bad debt expense		-			-			(67,467	)		-
Net loss from continuing operations	$	(584,252	)	$	(403,994	)
Loss on extinguishment of debt		-			-			(123,653	)		-
Discontinued operations
Finance fees		(277,050	)		-			(277,050	)		-
Loss from operations of discontinued operations		-			(31,869	)
Interest expense		(23,701	)		(12,881	)		(65,073	)		(44,988	)
Total discontinued operations		-			(31,869	)
Total other income (expense)		(379,714	)		(12,881	)		(807,736	)		(44,988	)
Loss before income taxes		(584,252	)		(435,863	)
Loss before income taxes		(639,212	)		(87,746	)		(1,528,996	)		(507,714	)
Provision for income tax		-			-
Provision for income tax		-			-			-			-
Net loss	$	(584,252	)	$	(435,863	)
Net (loss)	$	(639,212	)	$	(87,746	)	$	(1,528,996	)	$	(507,714	)
Deemed dividend		(117,629	)		-
Loss per share - basic and diluted	$	-		$	-		$	-		$	-
					-
Weighted average shares outstanding - basic and diluted		206,332,426			61,634,217			189,842,913			55,607,250
Net loss applicable to common stockholders	$	(701,881	)	$	(435,863	)
Loss per share - basic and diluted – continuing operations	$	(0.00	)	$	(0.00	)
Loss per share - basic and diluted – discontinued operations	$	0.00		$	(0.00	)
Loss per share - basic and diluted – applicable to common stockholders	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted		248,809,743			174,526,582

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

NAPC Defense, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'’ EQUITY (DEFICIT) For the Three ~~and Nine~~ Months Ended ~~January~~July 31, 2025 and 2024 UNAUDITED

	Preferred				Common
	Preferred Stock				Common Stock				Common Stock		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		~~Common Stock~~ to be Issued		~~Additional Paid-in~~ Capital		~~Unearned compensation~~Deficit			~~Accumulated~~Equity (Deficit)			~~Total Stockholders’ Deficit~~
Balance, April 30, 2023		51	$	-		43,815,090	$	43,816	$	118,500	$	3,314,146	$	-		$	(4,275,583	)	$	(799,121	)
Balance - April 30, 2024		51	$	-		168,400,311	$	168,416	$	118,500	$	5,469,924	$	(4,987,569	)	$	769,271
Shares issued for services		-		-		5,500,000		5,500		-		179,300		(155,637	)		-			29,163
Sale of common stock		-		-		2,892,857		2,893		-		67,607		-			70,500
Conversion of debt and interest to equity		-		-		5,488,687		5,488		-		159,173		-			-			164,661
Conversion of notes payable and accrued interest		-		-		8,428,574		8,429		-		227,571		-			236,000
Net loss		-		-		-		-		-		-		-			(258,479	)		(258,479	)
Common stock issued as commitment fees		-		-		1,346,430		1,346		-		17,970		-			19,316
Balance, July 31, 2023		51		-		54,803,777		54,804		118,500		3,652,619		(155,637	)		(4,534,062	)		(863,776	)
Common stock issued as satisfaction for contingent liability		-		-		5,866,667		5,867		-		167,786		-			173,653
Exploration investment		-		-		-		-		-		50,000		-			-			50,000
Warrants issued with sale of common stock		-		-		-		-		-		10,500		-			10,500
Shares earned for services		-		-		-		-		-		-		29,962			-			29,962
Warrants issued with convertible notes payable		-		-		-		-		-		100,978		-			100,978
Net loss		-		-		-		-		-		-		-(435,863	)		(~~161~~435,~~489~~863	)		~~(161,489~~	)
Balance, October 31, 2023		51	$	-		54,803,777	$	54,804	$	118,500	$	3,702,619	$	(125,675	)	$	(4,695,551	)	$	(945,303	)
Balance - July 31, 2024		51	$	-		186,934,839	$	186,951	$	118,500	$	6,062,336	$	(5,423,432	)	$	944,355
Conversion of debt and accrued expenses to equity		-		-		10,380,262		10,380		-		121,038		-			-			131,418
Shares earned for services		-		-		-		-		-		-		35,538			-			35,538
Net loss		-		-		-		-		-		-		-			(87,746	)		(87,746	)
Balance, January 31, 2024		51	$	-		65,184,039	$	65,184	$	118,500	$	3,823,657	$	(90,137	)	$	(4,783,297	)	$	(866,093	)
	Preferred				Common
	Shares		Amount		Shares		Amount		Common Stock to be Issued		Additional Paid-in Capital		Unearned compensation			Accumulated Deficit			Total Stockholders’ Deficit
Balance, April 30, 2024		51	$	-		168,400,311	$	168,416	$	118,500	$	5,469,924	$	-		$	(4,987,569	)	$	769,271
Sale of common stock		-		-		2,892,857		2,893		-		67,607		-			-			70,500
Conversion of notes payable and accrued interest		-		-		8,428,574		8,429		-		227,571		-			-			236,000
Common stock issued as commitment fees		-		-		1,346,430		1,346		-		17,970		-			-			19,316
Common stock issued as satisfaction for contingent liability		-		-		5,866,667		5,867		-		167,786		-			-			173,653
Warrants issued with sale of common stock		-		-		-		-		-		10,500		-			-			10,500
Warrants issued with convertible notes payable		-		-		-		-		-		100,978		-			-			100,978
Net loss		-		-		-		-		-		-		-			(435,863	)		(435,863	)
Balance, July 31, 2024		51	$	-		186,934,839	$	186,951	$	118,500	$	6,062,336	$	-		$	(5,423,432	)	$	944,355
Conversion of debt and interest to equity		-		-		1,926,143		1,910		-		52,006		-			-			53,916
Warrants issued with convertible notes payable		-		-		-		-		-		56,514		-			-			56,514
Common stock to be issued		-		-		-		-		25,000		-		-			-			25,000
Net loss		-		-		-		-		-		-		-			(453,921	)		(453,921	)
Balance, October 31, 2024		51	$	-		188,860,982	$	188,861	$	143,500	$	6,170,856	$	-		$	(5,877,353	)	$	625,864
Sale of common stock		-		-		266,667		267		-		3,733		-			-			4,000
Warrants issued with convertible notes payable		-		-		-		-		-		110,368		-			-			110,368
Common stock issued as commitment fees		-		-		29,750,000		29,750		-		83,339		-			-			113,089
Conversion of debt and interest to equity		-		-		4,621,750		4,622		-		67,813		-			-			72,435
Stock issued for finance fees		-		-		4,902,537		4,903		-		243,147		-			-			248,050
Shares earned for services		-		-		1,100,000		1,100		-		9,925		-			-			11,025
Conversion of warrants		-		-		1,750,000		1,750		-		33,250		-			-			35,000
Net loss		-		-		-		-		-		-		-			(639,212	)		(639,212	)
Balance, January 31, 2025		51	$	-		231,251,936	$	231,253	$	143,500	$	6,722,431	$	-		$	(6,516,565	)	$	580,619

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


	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		51	$	-		238,251,927	$	238,269		1,187,500		$	120,432		$	6,942,106	$	(8,447,481	)	$	(1,146,674	)

Sale of common stock		-		-		1,250,000		1,250		-			-			11,250		-			12,500

Conversion of debt and interest to common stock		-		-		6,218,041		6,218		-			-			55,962		-			62,180

Common stock issued as commitment fees		-		-		20,625,000		20,625		-			-			61,604		-			82,229

Warrants issued with convertible notes payable		-		-		-		-		-			-			64,962		-			64,962

Issuance of issuable shares		-		-		500,000		500		(500,000	)		(1,932	)		1,432		-			-

Warrants issued for services		-		-		-		-		-			-			17,857		-			17,857

Exercise of warrants		-		-		4,535,714		4,536		-			-			40,821		-			45,357

Deemed dividend from warrant price protection		-		-		-		-		-			-			117,629		(117,629	)		-

Net loss		-		-		-		-		-			-			-		(584,252	)		(584,252	)

Balance - July 31, 2025		51	$	-		271,380,682	$	271,398		687,500		$	118,500		$	7,313,623	$	(9,149,362	)	$	(1,445,841	)

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

NAPC Defense, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~Nine months ended January 31, 2024 and 2025~~ UNAUDITED

	For the Nine Months Ended
	For the Three Months Ended
	January 31, 2025			January 31, 2024
	July 31, 2025			July 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1584,~~528,996~~252	)	$	(~~507~~435,~~714~~863	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		~~3,436~~89			123,~~917~~436
Stock compensation		11,025			94,663
Amortization of debt discount		192,792			14,990
Amortization of debt discount		134,197			-
Warrants granted for services		17,857			-
Amortization of prepaid consulting fees		43,574			-
Financing fees		100,312			79,316
Financing fees paid by issuance of common stock		277,050			-
Loss on impairment of assets		-			22,340
Loss on impairment of assets		140,296			-
Loss on extinguishment of debt		-			123,653
Bad debt expense		67,467			-
Amortization of right of use asset		491			-
Increase (decrease) in accounts receivable		(67,467	)		-
Loss on extinguishment of debt		123,653			-
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		(17,536	)		25,885
(Increase) decrease in security deposits		(4,900	)		-
Increase (decrease) in accrued expenses		157,382			(5,899	)
Increase (decrease) in accounts receivable		-			(67,467	)
Increase (decrease) in related party advances		16,310			-
(Increase) decrease in prepaid expenses		1,542			17,287
Net cash from operating activities		(639,609	)		(380,148	)
Increase (decrease) in accounts payable		10,082			7,051
Increase (decrease) in accrued interest payable		34,900			(17,848	)
Increase (decrease) in related party advances		(17,272	)		89,556
Net cash used in operating activities		(248,359	)		(163,549	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for leasehold improvements		(6,500	)		-
Net cash used in investing activities		(6,500	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		95,000			-
Cash proceeds from sale of common stock		12,500			81,000
Proceeds from convertible notes payable		~~620~~192,000			-225,000
Proceeds (repayments) from short-term loans		(59,705	)		70,225
Proceeds from short-term loans		38,800			788
Proceeds (repayments) from related party convertible loans		-			103,201
Proceeds from exercise of warrants		45,357			-
Net cash from financing activities		655,295			173,426
Payments of short-term loans		-			(62,500	)
Net increase (decrease) in cash		15,686			(206,722	)
Payments of related party loans		(21,000	)		(74,000	)
Cash - beginning of the period		-			206,722
Net cash provided by financing activities		267,657			170,288
Cash - end of the period	$	15,686		$	-
Net change increase in cash		12,798			6,739
Supplemental disclosures of cash flows:
Cash - beginning of the period		11,812			-
Cash - end of the period	$	24,610		$	6,739
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	$	~~173,653~~-		$	-173,653
Warrants issued with convertible notes	$	~~289~~64,~~615~~962		$	-100,978
Warrants issued with the sale of common stock	$	-		$	-10,500
Conversion of notes payable & accrued interest	$	62,180		$	236,000
Common stock issued as commitment fees	$	82,229		$	-

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

NAPC Defense, Inc.

NOTES TO THE ~~UNAUDITED~~ CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~January~~July 31, 2025

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Overview

NAPC Defense, Inc. (Formerly Treasure & Shipwreck Recovery, Inc. (“NAPC Defense, Inc.” or the “Company”), was incorporated in the State of Nevada on January 24, 2016 as Beliss Corp. The Company was reincorporated as NAPC Defense on April 1, 2024.

Corporate History

NAPC Defense, Inc. ~~(Formerly Treasure & Shipwreck Recovery, 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, ~~for~~to anreflect ~~additional~~its ~~direction~~focus inon the military arms and law enforcement field. The Company will produce and supply CornerShot® units under license from Silver Shadow of Israel, to ~~both~~ overseas ~~military~~militaries and governments, assubject ~~allowed~~to U.S. ~~by the US~~ Government approval, ~~and~~as ~~sales~~well as to US U.S.-based law enforcement agencies. The Company is ~~looking~~pursuing ~~to complete~~ contracts for the CornerShot® system as well as developing its own proprietary line of small arms, ~~being~~including ~~developed for sales. The Company has made the transition to being a new line of arms in~~ pistols, ~~etc. under its own proprietary technology. Additionally, the Company has entered into partnership~~ for ~~distribution~~commercial ~~of balistics protection through Extremis~~ and ~~less~~government ~~than lethal products with Lamperd Less Than Lethal from Canada~~sales.

AsAdditionally, ~~well~~ the Company ~~intends and~~ has ~~direct~~entered ~~lines~~into ofpartnerships ~~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~~distribution ~~will use contacts and sources for the sale~~ of ~~small~~ballistic ~~caliber~~protection ~~arms in form of rifles and pistols including newly developing technologies and~~ products ~~for~~through 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 pistolsExtremis, ~~while it has entered into additional fields of ballistics~~ and ~~other~~ less -than -lethal products, ~~as well~~with asLamperd ~~pursuit~~Less ofLethal ~~numerous other categories~~ of ~~law enforcement and defense related technologies, but still maintain the treasure recovery business on a more limited basis as opportunities arise~~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 ~~unaudited~~ 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 ~~since~~used ~~inception,~~net ~~which~~cash ~~raises~~in ~~substantial~~its ~~doubt~~operations ~~about~~since ~~the Company’s ability to continue as a going concern~~inception. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from ~~March~~the ~~24, 2025~~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~~July 31, 2025, the Company had a net working capital deficit of $1,~~035~~486,~~381~~603. 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.

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 ~~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. These ~~condensed~~ 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 ~~convertible~~ notes payable that are currently in 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 and very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock.

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.

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~~ 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~~July 31, 2025 and 2024. Certain ~~information~~ 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, ~~2024~~2025. The results of operations ~~of any interim period~~ are not necessarily indicative of the results for the full year. ~~The fiscal year end is April 30.~~

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 ~~preparation~~process of preparing consolidated financial statements in conformity with GAAP requires ~~management~~the touse ~~make~~of ~~certain~~ estimates and assumptions regarding ~~that~~certain ~~affect~~types ~~the reported amounts~~ of assets, liabilities, revenues, and expenses. atSignificant ~~the~~estimates ~~date~~for of the ~~consolidated~~three ~~financial~~month ~~statements. Estimates~~periods ~~also~~ended ~~affect~~July ~~the~~31, ~~reported~~2025 ~~amounts~~and 2024 include valuation of ~~revenues~~property, plant and ~~expenses~~equipment, ~~during~~valuation ~~the~~of ~~reporting~~intangible ~~period.~~assets, ~~Actual~~valuation ~~events~~allowances ~~and~~against ~~results~~deferred ~~could~~tax ~~materially~~assets, ~~differ~~and ~~from~~the ~~those~~fair ~~assumptions~~value ~~and~~of ~~estimates~~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 three month period year July 31, 2024, boat expenses, depreciation, and labor expense changed from $5,675, $3,436 and $418, respectively per filed to $0 per revised. The total amount of $9,529 was reclassified to loss from operations of discontinued operations. For the three month period year July 31, 2024, loss on impairment of assets changed from $22,340 per filed to $0 per revised. The total amount of $22,340 was reclassified to loss from operations of discontinued operations. This caused the operating expenses to change from $324,499 per filed to $314,970 and total other expenses to change from $178,831 per filed to $156,491 per revised.

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~~July 31, 2025 and ~~April 30,~~ 2024. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of ~~January~~July 31, 2025, the Company had $0 in excess of the FDIC insured limit.

Research and Development Expenses

Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $10,112 for the nine month period ended January 31, 2025 and $0 for the nine month period ended January 31, 2024 and the Company incurred research and development expenses of $6,009 for the three month period ended January 31, 2025 and $0 for the three month period ended January 31, 2024. which is included in operating expenses in the accompanying unaudited condensed consolidated statements of operations.

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments.

The core ~~principle~~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 ~~principle~~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.

The Company recognizes revenue from its services agreement to provide consulting services with respect to ammunition and military equipment to Free Falcon Limited to providers after it has provided the services required under the services agreement.

Licensing Revenue

The Company recognizes licensing revenue under ASC 606-10-55-59. In order to determine whether the Company’s promise to provide a right to access or to use its intellectual property, the Company should consider the nature of the intellectual property to which the customer will have rights. Intellectual property is either:

a. Functional intellectual property. Intellectual property that has significant standalone functionality (for example, the ability to process a transaction, perform a function or task, or be played or aired). Functional intellectual property derives a substantial portion of its utility (that is, its ability to provide benefit or value) from its significant standalone functionality.

b. Symbolic intellectual property. Intellectual property that is not functional intellectual property (that is, intellectual property that does not have significant standalone functionality). Because symbolic intellectual property does not have significant standalone functionality, substantially all of the utility of symbolic intellectual property is derived from its association with the entity’s past or ongoing activities, including its ordinary business activities.

Intellectual property that has significant standalone functionality is functional IP. Functional IP is a right to use IP because the IP has standalone functionality and the customer can use the IP as it exists at a point in time.

Basic 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~~three month periods ended ~~January~~July 31, 2025 and 2024 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of ~~January~~July 31, 2025 and 2024, there were approximately 46163,~~476~~582,~~214~~925 and 935,~~351~~536,~~762~~302 shares of common stock underlying our outstanding convertible notes payable and warrants, respectively.

Fair Value of Financial Instruments

~~The~~Fair ~~carrying~~value ~~amounts~~is ofdefined ~~financial~~as ~~assets~~the ~~and~~exchange ~~liabilities,~~price ~~such~~that aswould ~~cash,~~be ~~accounts~~received ~~payable,~~for ~~short~~an ~~term~~asset ~~loans~~or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, ~~and~~in an orderly transaction between market participants on the ~~Company’s~~measurement ~~related~~date. ~~party~~Valuation ~~convertible~~techniques ~~loan~~used ~~from~~to ameasure ~~shareholder~~fair ~~approximate~~value ~~their~~must ~~fair~~maximize ~~values~~the ~~because~~use of ~~the~~observable ~~short~~inputs ~~maturity~~and minimize the use of ~~these~~unobservable ~~instruments~~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 three month period ended July 31, 2025, 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 three months ended July 31, 2025 and 2024 was $89 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. ~~During the nine month period ended January 31, 2025 the Company’s Management determined that three of its vessels were impaired and the Company wrote down the value of the vessels to $0.~~

On March 26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, (“NAPC, LLC”) that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales overseas opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to defense relate product rights and the complimentary knowledge, expertise, experience and business contacts in order to manufacture, market, distribute and broker the product. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the product rights.

In March of 2024 the Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 to NAPC, LLC which was shown on the accompanying consolidated balance sheet as prepaid asset as of April 30, 2024. The shares were issued for the purchase of the product rights, expertise and knowledge necessary to commercialize the product rights, and were subject to issuance under control of the Company’s prior President until sign off and final determination of certain contingent terms and conditions. The shares were valued based on the closing price of the Company’s stock on the date of the agreement. Upon completion of due diligence and a verification of certain terms and conditions, the deal closed and the shares issued to NAPC, LLC were reclassified from a prepaid asset to intellectual property. NAPC Defense, Inc.’s management has determined that the intellectual property should be impaired based on the Company not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company elected to write down the value of the intellectual property to $0 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 or service provider is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately.

Convertible Debentures

The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

10Convertible Notes

Given that the Convertible Notes, Warrants and Common Stock (“Commitment Shares”) that were issued in a singular transaction are not subject to subsequent fair value accounting treatment, Management determined the relative fair value method shall be used for allocating the proceeds of the transaction. Under the relative fair value method, the instrument being analyzed is allocated a portion of the proceeds based on its fair value to the sum of the fair value of all the instruments covered in the allocation.

Customer Deposits

Customer deposits are an amount paid by a customer prior to the Company providing it with goods or services. The Company has an obligation to provide the goods or services to the customer or to return the money. The Company had $8,700 in customer deposits as of ~~January~~July 31, 2025 and ~~2024~~April 30, 2025.

Leases

The Company accounts for leases under ASU ~~2016-02~~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 ~~unaudited condensed~~ 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 ~~new~~ 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.

Segment Information

During the nine month period ended January 31, 2025, NAPC Defense, Inc. began operations for its defense related business including generating revenue and incurring expenses. The defense related business has no relation to the Company’s shipwreck exploration and recovery operations other than common ownership. As such, the Company concluded that the operations of the defense business and the shipwreck business were separate reportable segments as of the nine month period ended January 31, 2025. (see Note 10 – Segment Information).

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.

~~Recent~~Discontinued ~~Accounting Pronouncements~~Operations

~~All~~A component ~~other~~of ~~recent~~an ~~accounting~~entity ~~pronouncements,~~that tois ~~include ASU~~disposed ~~2023-07~~of ~~Segment~~by ~~Reporting—Improvements~~sale toor ~~Reportable~~abandonment ~~Segment~~is ~~Disclosures, issued~~reported byas discontinued operations if the ~~FASB,~~transaction ~~including~~represents a ~~its~~strategic ~~Emerging~~shift ~~Issues~~that ~~Task~~will ~~Force,~~have ~~the~~a ~~American~~major ~~Institute~~effect ofon ~~Certified~~an ~~Public~~entity’s ~~Accountants,~~operations and ~~the~~financial ~~Securities~~results. The results of discontinued operations are aggregated and ~~Exchange~~presented ~~Commission~~separately ~~did~~in ~~not~~the orConsolidated Statement of Operations. Assets and liabilities of the discontinued operations are ~~not~~aggregated ~~believed~~and byreported ~~management~~separately toas ~~have~~assets aand ~~material~~liabilities ~~impact~~of ondiscontinued operations in the ~~Company’s~~Consolidated ~~present~~Balance orSheet, ~~future~~including ~~consolidated~~the ~~financial~~comparative ~~statements~~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.

~~NOTE~~Segment ~~4 – FIXED ASSETS~~Information

~~Fixed~~In ~~assets~~November at2023, ~~January~~the 31FASB issued ASU 2023-07, ~~2025~~*Segment ~~and~~Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The Company has adopted this standard in fiscal year ended April 30, ~~2024~~2025. ~~are~~The ~~summarized~~Company ~~below:~~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.

~~Schedule~~Recent Accounting ~~of Fixed Assets~~Pronouncements

Fixed Assets	January 31, 2025			April 30, 2024
Diving Vessel	$	-		$	36,390
Magnetometer		-			24,000
Diving Vessel (Boston Whaler)		-			10,800
Diving Vessel (Commander)		137,425			137,425
Accumulated Depreciation		(137,425	)		(64,883	)
Fixed Assets, Net	$	-		$	143,732

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.

~~Depreciation~~In ~~expense~~December ~~was~~2023, $3the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09,~~436~~ ~~and~~Income ~~$12~~Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”),~~917~~ 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 ~~nine~~Company ~~month~~to ~~periods~~disaggregate ~~ended~~its ~~January~~income 31taxes paid disclosure by federal, ~~2025~~state and ~~2024~~foreign taxes, ~~respectively~~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.

~~During~~All ~~the~~other ~~nine~~recent ~~month~~accounting ~~period~~pronouncements ~~ended~~are ~~January~~not ~~31,~~believed ~~2025,~~by ~~the Company’s~~ management ~~elected~~ to ~~write~~have ~~off~~a ~~the~~material ~~balance~~impact ofon ~~three~~the ofCompany’s ~~its~~present ~~vessels~~or future ~~used~~consolidated infinancial ~~its treasure search and recovery operations~~statements. ~~The total amount that was written off net of depreciation was $140,296.~~

NOTE 54 – INTELLECTUAL PROPERTY INCLUDING PRODUCT RIGHTS, CONTRACTUAL RIGHTS AND RELATED INFORMATION

On March 26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, (“NAPC, LLC”) that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales overseas opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to defense ~~relate~~related product rights and the complimentary knowledge, expertise, experience and business contacts in order to manufacture, market, distribute and broker the product. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the product rights.

In March of 2024 the Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 to NAPC, LLC which was shown on the accompanying consolidated balance sheet as prepaid asset as of April 30, 2024. The shares were issued for the purchase of the product rights, expertise and knowledge necessary to commercialize the product rights, and were subject to issuance under control of the Company’s prior President until sign off and final determination of certain contingent terms and conditions. The shares were valued based on the closing price of the Company’s stock on the date of the agreement. Upon completion of due diligence and a verification of certain terms and conditions, the deal closed and the shares issued to NAPC, LLC were reclassified from a prepaid asset to intellectual property. NAPC Defense, Inc.’s management has determined that the intellectual property ~~has~~should anbe ~~indefinite~~impaired ~~useful~~based ~~life~~on ~~and~~the ~~should~~Company’s not having beclosed ~~amortized~~sales and ~~the~~licensing ~~Company will~~deals ~~periodically~~for ~~review~~CornerShot ~~the~~and ~~intellectual~~related ~~property~~products toand ~~determine~~services ~~whether~~as ~~the~~of ~~life~~April is30, ~~still indefinite~~2025. ~~The~~Accordingly, ~~intellectual~~the ~~property~~Company impaired isthe ~~shown on~~balance of $1,615,000 of the ~~accompanying~~intellectual ~~consolidated~~property ~~balance~~to ~~sheet~~$0 asduring ofthe ~~January~~year 31ended April 30, 2025.

NOTE 6 – NOTES PAYABLE

Related Party Convertible Loans

An officer of the Company previously provided a loan to NAPC Defense, Inc., under a convertible promissory note. 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, 2025 and April 30, 2024.

On August 1, 2023, the Company entered into a convertible note payable with an individual who was formerly a member of the Company’s Board of Directors until March 27, 2024. The note payable, with a face value of $50,000, bears interest at 10.0% per annum and was due on August 1, 2024. The convertible note payable is convertible upon default, at the note holder’s option, into the Company’s common shares at a fixed conversion rate of $0.01. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. The principal balance of the convertible promissory note payable was $50,000 at January 31, 2025 and April 30, 2024.

On February 1, 2024 the Company entered into a master convertible corporate note agreement with Native American Pride, LLC. Native American Pride, 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 Native American Pride, LLC at a rate of $0.03 per share. The note does not pay interest and there is no specific time frame for repayment of the principal balance. During the six month period ended January 31, 2024 the Company repaid $61,712 of principal to Native America Pride Constructors, LLC. The balances owed on the note were $2,079 and $63,791 at January 31, 2025 and April 30, 2024, respectively.

~~Related~~NOTE ~~Party~~5 ~~Loan~~– RIGHT-OF-USE ASSETS AND OPERATING AND FINANCE LEASE LIABILITIES

OnOperating December 16, 2024 an officer of the Company provided a loan to NAPC Defense, Inc., in the amount of $10,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The Company repaid the loan and the balance due to the officer was $0 as of January, 31, 2025.Leases

~~Shareholder~~Operating ~~Loan~~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.

OnNAPC ~~November~~Defense ~~19,~~Inc. ~~2024~~entered ainto ~~shareholder provided~~ a ~~loan~~lease toagreement ~~NAPC~~for ~~Defense~~approximately 2,900 ~~Inc.,~~square infeet ~~the amount~~ of ~~$16,000.~~commercial ~~The~~office ~~loan~~space ~~was~~located ~~unsecured~~in Clearwater, ~~bears~~Florida ~~interest at~~that ~~10.0%~~commenced ~~per~~on ~~annum~~May 1, 2025 and ~~was~~that ~~due~~terminates on ~~demand~~May 1, 2028. The ~~Company~~base ~~repaid~~rent during the ~~loan~~term ~~and~~of the ~~balance~~lease ~~due~~is to$3,138 ~~the~~per ~~shareholder~~month ~~was~~in year one, $03,295 asper ofmonth ~~January~~in year two, 31 and $3,460 ~~2025~~per month in year three.

~~Short~~On ~~Term~~May ~~Loans~~1, 2025, upon inception of the lease, the Company recorded a right-of-use asset and lease liability of $105,293.

As Right-of-use assets ~~January~~at July 31, 2025 and April 30, ~~2024,~~2025 ~~the Company had short term loans totaling $22,925. This consists of two loans totaling $2,700 and $20,225. All loans~~ are ~~unsecured,~~summarized ~~non-interest bearing and due on demand.~~below:

~~New Convertible~~Schedule ~~Notes~~of ~~Payable~~right-of-use assets

On June 14, 2024, the Company entered into a convertible promissory note agreement with respect to the sale and issuance of: (i) an initial commitment fee in the amount of 1,071,430 shares of the Company’s restricted common stock, (ii) a promissory note in the aggregate principal amount of $150,000, and (iii) Common stock warrants to purchase 5,357,143 shares of the Company’s common stock 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. 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 note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

	July 31, 2025			April 30, 2025
Office lease	$	105,293		$	-
Less accumulated amortization		(7,410	)		-
Right of use assets, net	$	97,883		$	-

~~On July~~Rent 3,expense ~~2024,~~for the ~~Company~~three ~~entered~~months ~~into~~ended a convertible promissory note agreement with respect to the sale and issuance of: (i) an initial commitment fee in the amount of 125,000 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 2,678,572 shares of the Company’s common stock at $0.28. 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 331, 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~~was ~~of default as defined in the note~~$13, ~~the outstanding balance of the note will increase to 140% of the balance immediately prior to the occurrence of the event of default~~001. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. 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 note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

OnOperating ~~August~~Lease ~~12,~~liabilities ~~2024~~are ~~the~~summarized Company entered into a convertible promissory note with a face value of $30,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on August 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.below:

~~On October~~Schedule ~~17, 2024, the Company entered into a convertible promissory note with respect to the sale and issuance~~ of: ~~(i)~~operating anlease initial commitment fee in the amount of 750,000 shares of the Company’s restricted common stock, (ii) a promissory note in the aggregate principal amount of $75,000, and (iii) Common stock warrants to purchase 3,750,000 shares of the Company’s common stock at $0.02. The company received proceeds of $67,500 resulting in an original issue discount of $7,500. The convertible promissory note has a due date of January 17, 2025, and bears interest at the rate of 10% per year that is convertible into shares of common stock at $0.02. In the event of default as defined in the note, the outstanding balance of the note will increase to 140% of the balance immediately prior to the occurrence of the event of default. 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 note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.liabilities

	July 31, 2025			April 30, 2025
Office lease	$	98,374		$	-
Less: current portion		(29,942	)		-
Long term portion	$	68,432		$	-

Maturity of lease liabilities are as follows:

	July 31, 2025
Year ending April 30, 2026		28,246
Year ending April 30, 2027		39,544
Year ending April 30, 2028		41,521
Year ending April 30, 2029		3,460
Total future minimum lease payments	$	112,771
Less imputed interest		(14,397	)
PV of Payments	$	98,374

OnNOTE ~~December~~6 ~~18,~~– ~~2024~~NOTES ~~the~~PAYABLE ~~Company~~AND ~~entered~~CONVERTIBLE ~~into~~NOTES 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 stock warrants, valued at $12,892, to the note holder to purchase 1,500,000 shares of the Company’s common stock at $0.02.PAYABLE

OnRelated ~~December~~Party ~~18,~~Convertible 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 stock warrants, valued at $4,297, to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02.Loans

OnAn ~~December~~officer ~~20,~~of ~~2024~~ the Company ~~entered~~provided ~~into~~a loan to NAPC Defense, Inc., under a convertible promissory note ~~with~~in athe ~~face~~year ~~value~~ended ofApril ~~$250~~30,~~000,~~ an2022. ~~annual~~This convertible ~~rate~~promissory ofnote is unsecured, non-interest ~~of 10%~~bearing, ~~that~~and is convertible into common shares of ~~common~~the Company stock at $02.~~02,~~75 per share and ~~that is~~ due on ~~December 19, 2025~~demand. The ~~company~~balance ~~received~~due ~~proceeds~~to ~~of $225,000~~the ~~resulting~~officer inwas ~~an original issue discount of~~ $2560,~~000.~~890 ~~The~~as ~~Company~~of ~~also~~July ~~issued stock warrants~~31, ~~valued~~2025 atand ~~237~~April 30,~~367,~~ ~~to the note holder to purchase 25~~2025,~~000,000 shares~~ ~~of the Company’s common stock at $0~~respectively.~~02.~~

On ~~January~~February 161, ~~2025~~2024 the Company entered into a master convertible ~~promissory~~corporate note agreement with aNative ~~face~~American ~~value~~Pride ofConstructors, LLC (“NAPC, LLC”). NAPC, LLC advanced $563,~~000~~791 to NAPC Defense, anInc. ~~annual~~during ~~rate~~the ofyear ~~interest~~ended ofApril ~~10%~~30, 2024 to cover various operating ~~that~~expenses. The loan balance is convertible into the shares of ~~common~~NAPC ~~stock~~Defense, Inc. at ~~$0.02,~~the ~~and~~discretion ~~that~~of isthe ~~due~~NAPC, onLLC ~~January~~at ~~15,~~a ~~2026~~rate of $0.03 per share. The ~~company~~note ~~received~~does ~~proceeds~~not ofpay ~~$4,500 resulting~~interest inand anthere ~~original~~is ~~issue~~no ~~discount~~specific time frame for repayment of ~~$500.~~the ~~The~~principal ~~Company~~balance. ~~also~~During ~~issued~~the ~~stock~~year ended ~~warrants~~April 30, ~~valued~~2025 atthe Company repaid $859,~~346,~~689 of principal to ~~the~~NAPC, ~~note~~LLC. ~~holder~~The tobalances ~~purchase~~owed ~~500~~on the note were $4,~~000~~102 ~~shares~~ as of ~~the~~July ~~Company’s~~31, ~~common~~2025 and ~~stock~~April at30, $02025, respectively.~~02.~~

OnRelated ~~January~~Party ~~30,~~Short ~~2025~~Term 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 stock warrants, valued at $6,597, to the note holder to purchase 500,000 shares of the Company’s common stock at $0.02.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 $6,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $6,000 as of July 31, 2025 and April 30, 2025, respectively.

On March 04, 2025 a limited liability company controlled by a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $15,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $15,000 as of July 31, 2025 and April 30, 2025, respectively.

On March 11, 2025 a limited liability company controlled by a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $30,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $30,000 as of July 31, 2025 and April 30, 2025, respectively.

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. The balance due was $9,800 as of July 31, 2025.

On July 1, 2025 a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $20,000. During the three months ended July 31, 2025 the Company repaid $12,000 of this loan. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $8,000 as of July 31, 2025.

Short Term Loans

As of July 31, 2025 and April 30, 2025, the Company had short term loans totaling $22,925 and $22,925 respectively. At July 31, 2025 and April 30, 2025 short term loans consist of two loans totaling $2,700 and $20,225. These two loans are unsecured, non-interest bearing and due on demand.

Three Month Period Ended July 31, 2025 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 is 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.

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 is 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.

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.

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.

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 is 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.

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 is 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.

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 is 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.

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. The Company issued 3,121,750 shares of its restricted common stock for the conversion of $34,280 of principal, $76,537 of accrued interest, and $1,730 of fees of this note. The principal balance of the note at July 31, 2025 and April 30, 2025 is $180,000.

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. The Company issued 9,500,000 shares of its restricted common stock valued at $110,000 for the conversion of $67,139 of the principal balance and $69,055 of accrued interest of this note. 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 at July 31, 2025 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 at July 31, 2025 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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $210,000 and $150,000 respectively.

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 at July 31, 2025 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 common stock was 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 at July 31, 2025 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 has a due date of October 17, 2025, and bears interest at the rate of 10% per year that is convertible into shares of common stock at $0.02. In the event of default as defined in the note, the outstanding balance of the note will increase to 140% of the balance immediately prior to the occurrence of the event of default. There are additional terms and conditions contained in the note that could result in the Company being required to issue a significant amount of shares and/or warrants to the lender. The common stock and the warrants were recorded at their relative fair values of $6,833 and $30,258 respectively. The resulting debt discount on this note was $44,591. The principal balance of the note at July 31, 2025 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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $10,000.

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 principal balance of the note at July 31, 2025 and April 30, 2025 is $15,000.

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 principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

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 at July 31, 2025 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 principal balance of the note at July 31, 2025 and April 30, 2025 is $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 principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

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 at July 31, 2025 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 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 at July 31, 2025 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 principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

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 principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

Convertible Promissory Note Conversions

Three Month Period Ended July 31, 2025

The Company issued 6,218,041 shares of the its restricted common stock upon the conversion at the contract rate of $60,060 and accrued interest of $2,121 for a convertible promissory note dated December 26, 2021. The principal balance of the note at July 31, 2025 is $0.

Three Month Period Ended July 31, 2024

On May 1, 2024, the Company agreed to issue 5,866,667 shares of the its restricted common stock valued at $173,653 to settle the principal balance of $112,975 and accrued interest of $12,681 for a convertible promissory note dated December 26, 2021. The transaction completely settled the loan, the balance of the note at April 30, 2025 is $0.

Convertible Notes Payable

The following table reflects the convertible notes payable as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025:

Schedule of Notes Payable

	Issue Date	Maturity Date		July 31, 2025 Principal Balance			April 30, 2025 Principal Balance		Rate	Conversion Price
Convertible notes payable
Face Value	05/19/2021	02/19/2023	*		180,000			180,000	10.00%	0.010
Face Value	12/06/2021	02/06/2023	*		-			60,060	15.00%	0.010
Face Value	08/01/2023	03/27/2024	*		50,000			50,000	10.00%	0.010
Face Value	06/16/2024	06/16/2025	*		210,000			150,000	10.00%	0.028
Face Value	07/03/2024	07/03/2025	*		105,000			75,000	10.00%	0.028
Face Value	08/12/2024	08/12/2025			30,000			30,000	6.00%	0.020
Face Value	10/17/2024	10/17/2025			75,000			75,000	10.00%	0.020
Face Value	12/16/2024	12/25/2025			10,000			10,000	10.00%	0.020
Face Value	12/18/2024	12/18/2025			15,000			15,000	10.00%	0.020
Face Value	12/18/2024	12/18/2025			5,000			5,000	10.00%	0.020
Face Value	12/20/2024	12/19/2025			250,000			250,000	10.00%	0.020
Face Value	01/16/2025	01/15/2026			5,000			5,000	10.00%	0.020
Face Value	01/30/2025	01/29/2026			5,000			5,000	10.00%	0.020
Face Value	03/19/2025	12/31/2025			75,000			75,000	10.00%	0.020
Face Value	03/19/2025	12/31/2025			75,000			75,000	10.00%	0.020
Face Value	04/18/2025	04/19/2026			5,000			5,000	10.00%	0.020
Face Value	04/30/2025	05/01/2026			5,000			5,000	10.00%	0.020
Face Value	05/02/2025	08/02/2025			27,500			-	10.00%	0.020
Face Value	05/02/2025	08/02/2025			27,500			-	10.00%	0.020
Face Value	05/19/2025	05/20/2026			5,000			-	10.00%	0.020
Face Value	06/23/2025	06/24/2026			50,000			-	10.00%	0.020
Face Value	07/02/2025	10/01/2025			55,000			-	10.00%	0.020
Face Value	07/18/2025	08/02/2025			27,500			-	10.00%	0.020
Face Value	07/21/2025	10/21/2025			13,750			-	10.00%	0.020

Unamortized discounts					(220,863	)		(263,273)
Balance convertible notes payable				$	1,085,387		$	806,787

	Issue Date	Maturity Date	January 31, 2025 Principal Balance			April 30, 2024 Principal Balance		Rate	Conversion Price
Convertible notes payable
Face Value	04/26/2021	04/26/2023	$	112,975		$	112,975	10.00%	0.100
Face Value	05/05/2021	05/05/2022		53,619			150,000	10.00%	0.100
Face Value	05/19/2021	02/19/2023		115,720			150,000	10.00%	0.100
Face Value	12/06/2021	02/06/2023		60,205			70,666	10.00%	0.100
Face Value	06/16/2024	06/16/2025		150,000			-	10.00%	0.028
Face Value	07/03/2024	07/03/2025		75,000			-	10.00%	0.028
Face Value	08/12/2024	08/12/2025		30,000			-	10.00%	0.020
Face Value	10/17/2024	10/17/2025		75,000			-	10.00%	0.020
Face Value	12/16/2024	12/25/2025		10,000			-	10.00%	0.020
Face Value	12/18/2024	12/18/2025		15,000			-	10.00%	0.020
Face Value	12/18/2024	12/18/2025		5,000			-	10.00%	0.020
Face Value	12/20/2024	12/19/2025		250,000			-	10.00%	0.020
Face Value	01/16/2025	01/15/2026		5,000			-	10.00%	0.020
Face Value	01/30/2025	01/29/2026		5,000			-	10.00%	0.020
Unamortized discounts				(319,868	)		-
Balance convertible notes payable			$	642,651		$	483,641

Notes that were in default as of July 31, 2025 due to non payment of principal and/or accrued interest.

Accrued Interest

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s convertible notes payable was $134,733 and $108,059, respectively.

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s related party short term loans was $2,230 and $757, respectively.

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s short term loans was $6,514 and $5,927, respectively.

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s related party convertible loans was $1,358 and $1,253, respectively.

NOTE 7 – STOCKHOLDERS’ DEFICIT

Common Stock

On ~~June~~February 320, ~~2024~~2025, the Company ~~increased~~filed with the State of Nevada to increase the authorized shares ~~per~~of ~~Nevada~~the ~~Statutes~~Corporation from ~~200~~300,000,000 common shares to ~~300~~500,000,000 ascommon ~~filed~~shares. Such filing was processed to be effective with the State of Nevada on February 20, 2025. At July 31, 2025 the Company had 500,000,000 authorized shares of common stock.

14During 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.

Series A Preferred Stock

On May 1, 2020, the Company’s Board authorized the creation of 100 Series A preferred shares. The Series A preferred shares ~~will~~was ~~pay~~planned to pay a quarterly payment based upon ~~gaming~~treasure operations under the former business operations for revenue sharing, which all 100 Series A preferred shares ~~will~~were to receive twenty percent of ~~NAPC Defense, Inc.’s portion of~~ the ~~game~~operations ~~revenue~~ from ~~its~~recoveries ~~game~~at ~~app.,~~sea ~~which~~at ~~equates~~the ~~to thirteen percent of total game gross revenues~~time. Each Series A preferred share was priced at $4,000 with a minimum purchase of three Series A preferred shares and are only eligible to be purchased by accredited investors. ~~Each Series A preferred share will receive one, one hundredth of twenty percent of NAPC Defense, Inc.’s~~ game net as revenue sharing. Each Series A preferred share will continue to exist, unless the game app. is sold to another entity, at which time the Series A preferred shareholders will receive their same percentage of the game sales proceeds price, if or when such occurs. The Series A preferred shares are not convertible into common shares and are subject to all other restrictions on securities as set forth.

At ~~January~~ July 31, 2025 and April 30, ~~2024~~205 the Company had 51 shares of Series A preferred shares outstanding.

Warrants

~~At April~~Schedule ~~30, 2024, there were 6,894,666 warrants with a weighted average exercise price~~ of ~~$0.17~~Warrant and weighted average remaining life of 1.50 years. There were 8,035,715 warrants granted with an exercise price of $0.028 during the three month period ended July 31, 2024. There were 5,750,000 warrants issued with an exercise price of $0.02 during the three month period ended October, 2024. There were 29,750,000 warrants issued with an exercise price of $0.02 during the three month period ended January, 2025. These warrants were valued at $289,615 using the Black Scholes valuation model with the following assumptions - risk free interest rate, market price of stock, exercise price of warrants, term, and volatility of stock. No warrants expired and 3,500,000 were exercised during the nine month period ended January 31, 2025. At January 31, 2024 there were 17,208,881 warrants outstanding with a weighted average exercise price of $0.05 and weighted average remaining life of 2.5 years. There were no warrants granted during the year ended April 30, 2024. A total of 282,667 warrants expired during the year ended April 30, 2024.Outstanding

				Weighted -		Weighted -		Aggregate -
Number of Warrants	Number of Warrants			Average Exercise Price		Remaining Term		Intrinsic Value
Outstanding at April 30, 2025		52,615,668		$	0.0250		2.460	$	-
Granted		20,910,714		$	0.0102		3.845
Warrants issued under full ratchet price protection		11,785,715		$	0.0100		3.040
Exercised		(4,535,714	)
Cancelled		-
Outstanding at July 31, 2025		80,776,383		$	0.0198		2.608	$	138,304

The 32,696,429 warrants issued during the three month period ended July 31, 2025 consisted of the following:

	●	1,250,000 warrants were issued in connection with subscription agreements;

	●	1,785,714 warrants were issued for services;

	●	17,875,000 warrants were issued in connection with convertible debt financings; and

	●	11,785,715 warrants issued for full ratchet price protection.

During the three month period ended July 31, 2025, 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 three month period ended July 31, 2025 arising from the Black-Scholes options pricing model are as follows for the warrants:


Quoted market price on valuation date	$	0.01 - .0165
Exercise price	$	0.01 – 0.02
Expected life (in years)		2 - 5 Years

Equivalent volatility		326.94 – 425.12	%
Interest rates		3.78 - 3.98	%

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Litigation

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of ~~January~~July 31, 2025, the Company is not aware of of any contingent liabilities that should be reflected in the consolidated financial statements.

In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that ~~NAPC~~the ~~Defense,~~Company ~~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~~July 31, 2025, the suit was pending dismissal ~~for~~and ~~lack~~awaiting ofcourt ~~prosecution~~dates.

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~~ and License Agreement, ~~NAPC~~the ~~Defense,~~Company ~~Inc.~~ 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 ~~NAPC Defense, Inc.~~ 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~~, interviews of Treasure & Shipwreck Recovery, Inc persons, crew or captains, as well as posts about the treasure industry by NAPC Defense, Inc~~. on media channels provided by the Licensee and other media sources. NAPC Defense, Inc. also agreed to allow the Licensee rights to purchase recovered objects or treasure as give aways or sales by the corporation to be negotiated upon recoveries being available by NAPC Defense, Inc. after the 2023 treasure season. The Licensee agreed to pay to NAPC Defense, Inc. an initial net rights fee of $85,000. NAPC Defense, Inc. ~~shall~~was to be owed a royalty from any net revenue to the Licensee for such amounts of sales over the initial rights ~~payment~~ payment in the amount of 30% for such net sales for any which shall be calculated within thirty days of annual year end. ~~NAPC Defense,~~The ~~Inc.~~Licensor ~~shall~~never ~~have~~fully developed the ~~right~~Media torelated ~~review~~business ~~all~~and ~~revenues~~as ~~and~~of ~~expenditures~~July by31, ~~the~~2025, ~~Licensee~~no ~~related~~such toactivity ~~the~~had ~~Media~~occurred, ~~Use~~nor ~~and~~is ~~License~~it expected to occur in its former ~~Agreement~~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~~ 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. ~~During~~ ~~the period ended July 31, 2024,~~ NAPC Defense, Inc. ~~and~~may ~~the~~never ~~individual~~have ~~entered~~to ~~into~~pay athe ~~settlement~~lender ~~for~~under ~~the~~this ~~Treasury~~agreement ~~Agreement.~~because Tothe Company has ~~settle~~discontinued ~~the~~its ~~Treasure~~treasure ~~Recovery~~recovery ~~Agreement~~its operations. At July 31, ~~NAPC~~2025 ~~Defense~~and April 30, ~~Inc.~~2025 ~~issued~~the 1$50,~~666,667~~000 ~~shares~~is ofshown ~~its~~as ~~restricted~~a ~~common~~contingent liability ~~stock~~shown on the accompanying consolidated balance sheet.

Commercial Office Space Lease Agreement

NAPC Defense Inc. entered into a ~~month to month~~ lease agreement ~~with~~ afor ~~related~~approximately ~~party.~~2,900 ~~The~~share ~~base~~feet ~~rent during the term~~ of ~~the lease is $25,000 per month. The~~ commercial office space is located ~~at 1501~~in ~~Lake Ave SE~~Clearwater, Florida ~~Largo~~that FLcommenced ~~33771.~~on ~~This~~May ~~space is made up of over 8~~1,~~000~~ ~~square~~2025 ~~feet of office~~ and ~~assembly~~that ~~space with~~terminates aon 10May 1,~~000~~ ~~square~~2028. ~~foot~~The ~~warehouse~~base ~~for~~rent ~~material~~during ~~and~~the ~~product~~term ~~storage.~~of ~~The~~the lease ~~also~~is ~~has~~$3,138 ~~parking~~per ~~spaces for employees and additional~~month ~~spaces~~in ~~for~~year ~~trailers~~one, ~~etc.~~$3,295 ~~for~~per ~~the~~month ~~company.~~in ~~See~~year ~~Note~~two, 9and –$3,460 ~~Related~~per ~~Party~~month ~~Transactions.~~in ~~Due~~year tothree ~~the~~(See ~~short~~Note ~~term nature of the lease the Company has determined that the lease is not subject to accounting under ASC 842~~5).

NOTE 9 – RELATED PARTY TRANSACTIONS

~~Period~~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 month rent of $25,000. This lease agreement ended ~~January~~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 three month period ended July 31, 2025:.

~~The~~During the three month period ~~Company~~ended ~~entered~~July ~~into~~31, 2025, a ~~month~~related toparty ~~month~~limited ~~lease~~liability ~~agreement~~company ~~for~~provided 13$6,~~000~~500 ~~square~~of ~~feet~~construction ofservices to make improvements to the Company’s commercial office space. ~~and~~The ~~40,000~~amount ~~square~~is ~~feet~~shown ofas ~~warehousing and~~accounts ~~parking~~payable, ~~with~~related aparties ~~related~~in ~~party,~~the ~~with~~accompanying ~~base~~unaudited ~~month~~balance ~~rent~~sheet ofat ~~$25~~July 31,~~000~~ 2025.

~~Period~~On ~~ended~~March ~~January 31~~26, 2024: the Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and woman owned limited liability company, Native American Pride Constructors, LLC, that is involved with government construction contracts as its primary business, and has access to a license opportunity with intellectual property rights as held, the business leads, letter of intent for overseas sales opportunity for Saudi Arabia, other foreign sales of arms related items under US approved transactions, and matters specified in the agreement subject to final approval of the enumerated items, to be acquired by the Company and in exchange for restricted common share of the Company. The Board determined that it would enter the defense and law enforcement arena as an additional business realm and is only acquiring rights to such defense related contracts, rights, defense business model, and the identified persons to build the defense industry business arm. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the potential contract rights, and other matters.

InThe ~~June~~Company ~~2023~~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 ~~issued~~elected to classify the shares as a ~~related~~prepaid ~~party~~asset ~~former~~pending the ~~director,~~closing of the ~~amount~~deal. The shares were issued for purchase of 2the business rights,~~525~~ leads,~~618~~ ~~shares~~and ~~for~~contracts ~~debt~~and ~~conversion~~are subject to issuance under control of the Company’s prior president until sign off and ~~satisfaction~~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 ~~note~~verification ~~for~~of ~~$50~~certain terms and conditions,~~000~~ the deal closed and the shares issued to NAPC, ~~including~~LLC ~~$25~~were reclassified from a prepaid asset to intellectual property on May 1,~~769~~ in2025. ~~accrued~~NAPC ~~interest~~Defense, atInc.’s management has determined that the ~~rate~~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~~.03~~ ~~per~~during ~~share~~the year ended April 30, 2025.

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.

NOTE 10 – ~~SEGMENT~~DISCONTINUED ~~INFORMATION~~OPERATIONS

~~NAPC Defenses,~~At ~~Inc’s~~April ~~defense and munitions related business began operations during the nine month period ended January 31~~30, 2025~~. Due~~ toNAPC ~~the~~ Defense, ~~related~~Inc. ~~starting~~decided ~~operations which have no relation~~ to ~~the~~discontinue its ~~Company’s~~treasure ~~shipwreck~~ and ~~exploration~~shipwreck recovery business, ~~the~~in ~~Company~~order ~~evaluated~~to ~~this~~focus ~~business~~on ~~and~~ its ~~impact~~defense ~~upon~~related ~~the existing corporate structure~~business. ~~The~~Accordingly, ~~Company has determined that~~ the ~~defense operations and the~~ Company’s categorized its treasure and shipwreck ~~operations~~recovery ~~operate~~business as ~~separate~~discontinued ~~segments of the business. As such, the Company has presented the income (loss) from~~ operations ~~during~~for the ~~nine~~three month ~~period~~periods ended ~~January~~July 31, 2025 ~~incurred by~~ ~~the~~and ~~two separate segments below~~2024.

~~Segment~~The ~~information~~operating ~~relating~~results tofor discontinued operations have been presented in the ~~Company’s~~accompanying ~~two~~consolidated ~~operating~~statements ~~segments~~of operations for the ~~nine~~ three month period ended ~~January~~July 31, 2025 isand 2024, respectively, as ~~follows~~discontinued operations and are summarized below:

Schedule of Statement of ~~Segment~~Operations ~~Reporting~~and Balance Sheet as Discontinued Operations

	January 31, 2025			January 31, 2025			January 31, 2025
	July 31, 2025			July 31, 2024
	Shipwreck			Defense			Consolidated
Total revenue	$	-		$	-
Revenues	$	-		$	67,467		$	67,467
Operating expenses		-			-
Total operating expenses		9,529			779,198			788,727
Income from operations		-			-
Net loss from operations		(9,529	)		(711,731	)		(721,260	)
Other expenses		-			-
Other expenses		263,949			543,787			807,736
Loss from operations of discontinued operations	$	-		$	31,869
Net income/loss	$	(273,478	)	$	(1,255,518	)	$	(1,528,996	)

16The assets and liabilities of the discontinued operations at July 31, 2025 and April 30, 2025 are summarized below:

Segment information relating to the Company’s two operating segments for the nine month period ended January 31, 2024 is as follows:

	July 31, 2025		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	$	-	$	-

	January 31, 2024			January 31, 2024		January 31, 2024
	Shipwreck			Defense		Consolidated
Revenues	$	-		$	-	$	-
Total operating expenses		462,726			-		462,726
Net loss from operations		(462,726	)		-		(462,726	)
Other expenses		44,988			-		44,988
Net income/loss	$	(507,714	)	$	-	$	(507,714	)

~~Segment~~Property ~~information~~and ~~relating to the Company’s two operating segments for the three month period ended January 31, 2025 is as follows:~~ equipment

	January 31, 2025		January 31, 2025			January 31, 2025
	Shipwreck		Defense			Consolidated
Revenues	$	-	$	-		$	-
Total operating expenses		-		259,498			259,498
Net loss from operations		-		(259,498	)		(259,498	)
Other expenses		-		379,714			379,714
Net income/loss	$	-	$	(639,212	)	$	(639,212	)

Fixed assets, at cost, for the discontinued operations consisted of the following at July 31, 2025 and April 30, 2025:

~~Segment~~Schedule ~~information~~of ~~relating~~Discontinued toOperations ~~the~~Property ~~Company’s~~and ~~two operating segments for the three month period ended January 31, 2024 is as follows:~~Equipment

	January 31, 2024			January 31, 2024			January 31, 2024
Fixed Assets	July 31, 2025			April 30, 2025
	Shipwreck			Defense			Consolidated
Diving Vessel	$	-		$	36,390
Revenues	$	-		$	-		$	-
Magnetometer		-			-
Total operating expenses		74,865			-			74,865
Diving Vessel (Boston Whaler)		-			-
Net loss from operations		(74,865	)		-			(74,865	)
Diving Vessel (Commander)		-			-
Other expenses		12,881			-			12,881
Accumulated Depreciation		-			(36,390	)
Net income/loss	$	(87,746	)	$	-		$	(87,746	)
Fixed Assets, Net	$	-		$	-

~~Segment~~Depreciation ~~Balance~~expense ~~Sheet~~for ~~information relating to~~ the ~~Company’s~~discontinued ~~two~~operations ~~operating segments~~ for the ~~nine~~three month periods ended ~~January~~July 31, 2025 and 2024 iswas as$0 ~~follows:~~and $3,346 respectively.

	January 31, 2025		January 31, 2025		January 31, 2025
	Shipwreck		Defense		Consolidated
Current assets	$	-	$	15,686	$	15,686
Other assets		-		1,616,000		1,616,000
Total assets		-		1,631,686		1,631,686
Current liabilities		-		1,051,067		1,051,067
Stockholders equity		-		580,619		580,619
Total liabilities and equity		-		1,631,686		1,631,686

Impairment expense for the discontinued operations was $0 for the three month period ended July 31, 2025 and $22,340 for the three months ended July 31, 2024.

	April 30, 2024		April 30, 2024		April 30, 2024
	Shipwreck		Defense		Consolidated
Current assets	$	54,599	$	-	$	54,599
Other assets		1,759,712		-		1,759,712
Total assets		1,814,331		-		1,814,331
Current liabilities		1,045,060		-		1,045,060
Stockholders equity		769,271		-		769,271
Total liabilities and equity		1,814,331		-		1,814,331

NOTE 11 – SUBSEQUENT EVENTS

17Subsequent to July 31, 2025 the Company issued shares of its common stock as follows:

~~NOTE 11~~- –2,750,000 ~~SERVICES~~shares ~~REVENUE~~for the conversion of $27,500 of the principal of a convertible promissory note; - 127,778 shares issued under subscription agreements for proceeds of $1,278; and - 250,000 shares for consulting services valued at $2,500.

~~The~~Subsequent ~~Company’s revenue in the nine month period ended January 31, 2025 was from ammunition and military equipment consulting services~~ to aJuly private company in Saudi Arabia. Management is providing the consulting services and is not receiving a salary or directly receiving any portion of this revenue. For the nine month periods ended January 31, 2025 ~~and 2024~~ the Company~~’s revenues~~ ~~were~~entered ~~$67,467~~into ~~and $0, respectively. After further discussions with~~ the ~~private~~following ~~Saudi~~convertible ~~Arabian~~note ~~company,~~agreements Management determined that accounts receivable resulting from the revenue recognized during the nine period ended January 31, 2025 was not collectible. The Company wrote off the $67,467 which is shown as bad debt expense in the accompanying statements of operations for the three and ~~nine month periods ended January 31, 2025. Furthermore, the Company decided not to recognize any further services revenues from the agreement to offset for services in Saudi Arabia.~~ loans:

NOTE 12 – INCOME TAXES

	-	A convertible note dated August 21, 2025 with a face value of $150,000, an original issue discount of $15,000, proceeds to the Company of $135,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on August 22, 2026. The note also states that the lender will receive monthly performance bonus payments of $500 per unit of the CornerShot product manufactured and delivered by the Company upon receipt of customer payment, limited to 100% of the loan value; and

	-	A convertible note dated September 11, 2025 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~~Subsequent ~~Company~~to ~~adopted~~July ~~the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. The Company has no tax position at January~~ 31, 2025 ~~for which~~ the ~~ultimate~~following ~~deductibility~~convertible isnotes ~~highly~~went ~~certain~~into but for which there is uncertainty about the timing of such deductibility. The Company does recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at January 31, 2025 and April 30, 2024. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.default:

~~The valuation~~- ~~allowance~~A atconvertible ~~January~~promissory ~~31,~~note ~~2025~~dated ~~and~~August ~~2024 was $1~~12,~~368,479~~ ~~and $1,004,492, respectively, and the net change in valuation allowance during the nine month period ended January 31, 2025 and~~ 2024 ~~was $363,987 and $227,983. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not~~ that ~~some~~was ~~portion~~due or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on ~~consideration~~August ~~of these items~~12, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of January 31, 2025 ~~and 2024. All tax years since inception remains open for examination only by taxing authorities.~~;

~~Reconciliation between~~- ~~the~~A ~~provision~~convertible ~~for~~promissory ~~income~~note ~~taxes~~dated ~~and~~May ~~the~~2, ~~expected~~2025 ~~tax~~that ~~benefit~~was ~~using~~due ~~the~~on ~~federal~~August ~~statutory~~2, ~~rate of 21% for~~ 2025; and ~~2024:~~

~~Schedule~~- ofA ~~Effective~~convertible ~~Income~~promissory ~~Tax~~note ~~Rate~~dated ~~Reconciliation~~ May 2, 2025 that was due on August 2, 2025.

	For the Three Months Ended January 31, 2025			For the Three Months Ended January 31, 2024
Income tax at federal statutory rate		21	%		21	%
Valuation allowance		(21.00	%)		(21.00	%)
Income tax expense		-			-

Subsequent to July 31, 2025 the Company entered into an agreement with a related party to lease 6,500 square feet of warehouse space and 1,200 share feet office space. The lease is month-to-month until terminated by either the Company or the landlord and the base monthly rent is $10,000 per month.

The Company has a net operating loss carryforward for tax purposes totaling $6,516,565 at January 31, 2025, expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:21

Schedule of Deferred Tax Assets and Liabilities

	As of January 31, 2025			As of January 31, 2024
Non-current deferred tax assets:
Net operating loss carryforward	$	6,516,565		$	4,783,297
Tax rate		21	%		21	%
Deferred tax asset		1,368,479			1,004,492
Valuation allowance		(1,368,479	)		(1,004,492	)
Net deferred tax assets	$	-		$	-

The Company is currently in the process of gathering the information necessary for filing tax returns for past years, due to the Company’s lack of profitability since inception management does not believe that there is any income tax liability for past years.

NOTE 13 – SUBSEQUENT EVENTS

Subsequent to January 31, 2025 the Company issued the following shares of restricted common stock and warrants as follows:

- 4,000,000 shares for the conversion of the principal, accrued interest and fees of convertible notes;

- 500,000 shares of restricted common stock that were due under a subscription agreement;

- 500,000 warrants with an exercise price of $0.02 that were due under a subscription agreement; and

Subsequent to January 31, 2025 the Company entered into the following convertible note agreements and loans:

- A loan dated February 28, 2025 in the amount of $6,000 with one of the Company’s Directors. The loan has an annual interest rate of 10%, is guaranteed by the Company and is due on demand. - A loan dated March 04, 2025 in the amount of $15,000 with one of the Company’s Directors. The loan has an annual interest rate of 10%, is guaranteed by the Company and is due on demand. - A loan dated March 11, 2025 in the amount of $30,000 with one of the Company’s Directors. The loan has an annual interest rate of 10%, is guaranteed by the Company and is due on demand.

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 ~~principles~~principals.

Description of Business

~~Overview~~ 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.

~~NAPC Defense, Inc. (Formerly Treasure & Shipwreck Recovery, Inc (the “Company”), was incorporated in the State of Nevada on January 24, 2016 as Beliss Corp.~~ The ~~Company changed its name to Treasure & Shipwreck Recovery Inc. on June 26, 2019. The Company~~ ~~is in the colonial era treasure shipwreck recovery business operating salvage crews on the east coast of Florida. On April 1, 2024, the~~ Company’s ~~changed~~strategy ~~its name to NAPC Defense, Inc. with the State of Nevada, for an additional direction in the military arms and law enforcement field.~~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

~~The~~NAPC ~~Company~~Defense, ~~will~~Inc. ~~produce~~(the ~~and~~“Company”) ~~supply~~was ~~CornerShot~~incorporated ~~units~~in ~~under~~the ~~license~~State ~~from~~of ~~Silver~~Nevada ~~Shadow~~on ofJanuary ~~Israel~~24, to2016 ~~both overseas military and governments~~ as ~~allowed~~Beliss byCorp. ~~the~~On USApril ~~Government~~1, ~~and sales to US based law enforcement agencies. As well~~ 2024, the Company ~~intends~~changed ~~and~~its ~~has~~name ~~direct~~to ~~lines~~NAPC ~~of sourcing personal ballistics protection for personnel~~Defense, ~~such~~Inc. asto ~~helmets,~~reflect ~~bullet~~its ~~resistant~~transition ~~vests~~into ~~and~~the ~~shields~~defense ~~for overseas sale~~ and ~~domestic sale~~security tosector. USSince ~~entities.~~the Inname ~~addition~~change, the Company ~~will~~has ~~use~~focused ~~contacts~~exclusively ~~and~~on ~~sources~~developing, ~~for~~licensing, ~~the~~and ~~sale~~distributing ofadvanced ~~small~~defense ~~caliber arms in form of rifles~~ and ~~pistols~~ ~~including~~security ~~newly developing~~ technologies ~~and products~~ for ~~overseas~~use ~~and domestic sales. Other areas of brokering existing contacts~~by ~~from~~military, ~~overseas~~law ofenforcement, ~~larger scale ammunition~~ and ~~artillery~~government ~~from overseas sources is being followed from known sources of supply for brokered sales to US approved allies and other countries~~agencies. ~~The brokering of armored vehicles for domestic purchase and overseas sales is also being pursued.~~

20The 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.

ByThe ~~March~~Company ~~2024,~~is ~~the~~also ~~board~~engaged ~~determined~~in ~~and entered into an acquisition agreement for~~ the ~~acquisition~~procurement ~~of the rights, intellectual property,~~ and ~~associated~~distribution ~~contracts, letters~~ of ~~intent,~~small-caliber ~~and assets from Native American Pride Constructors~~arms, ~~LLC~~including ~~for~~rifles ~~acquisition of certain rights to sale~~ and ~~production~~pistols, ofalong ~~the~~with ~~CornerShot~~newly developing firearms ~~and~~technologies. ~~surveillance~~Further ~~technology,~~initiatives ~~owned~~include bybrokering ~~Silver~~the ~~Shadow~~supply of ~~Israel~~larger-scale ~~and~~ammunition ~~licensed to Native American Pride Constructors LLC (Native American),~~ and ~~other~~artillery ~~associated~~through ~~leads~~approved ~~and rights into the defense industry, including munitions~~overseas ~~brokering~~channels ~~overseas under United Stated State Department Approval~~ for ~~artillery,~~sale ~~rocket, and other munitions sales from off shore sources~~ to U.S. ~~approved~~ allies and other ~~countries~~authorized purchasers. ~~Native~~The ~~American~~Company ~~held~~is ~~rights~~likewise topursuing aopportunities ~~number~~in ofthe ~~ATF~~brokering ~~licenses for sale~~ and ~~production of arms,~~ ~~was~~distribution ~~a party to a transaction for potential contract and sale~~ of ~~the~~armored ~~Cornershot~~vehicles ~~to Saudi Arabia and~~ for ~~sale~~both indomestic ~~the~~use ~~US,~~ and ~~held~~international ~~large access to broker munitions under US approval overseas, from foreign sourced to US Allies and approved countries~~markets.

In ~~addition,~~March ~~other defense lines~~ of ~~technology development including small arms~~2024, ~~suppressor technology development business, and other items of opportunity held by Native American Pride Constructors LLC,~~ the board determined ~~that~~and entered into an acquisition agreement offor ~~such rights was in~~ the ~~best~~acquisition ~~interest~~ of the ~~Company to pursue as an additional business direction while maintaining its treasure related business. Such agreement was reached on March 26~~rights, ~~2024,~~intellectual ~~however~~property, ~~was subject to further diligence~~ and ~~verification~~associated ofcontracts, ~~the~~letters ~~list~~ of ~~acquired~~intent, ~~rights~~ and ~~business~~ ~~plans~~assets ~~with~~from aNative ~~close~~American ~~out~~Pride ~~date of May 1~~Constructors, ~~2024~~LLC ~~and sign off by NAPC Defense, Inc./BLIS by the CEO~~ for ~~release~~acquisition of ~~the~~certain ~~consideration~~rights to besale ~~made~~and ~~for~~production of the ~~purchase~~CornerShot offirearms ~~such~~and ~~rights.~~surveillance ~~The~~technology, ~~board~~owned ~~concluded~~by ~~that~~Silver ~~the~~Shadow ~~addition~~ of ~~this~~Israel ~~business~~and ~~direction~~licensed ~~was~~to inNative American ~~the~~Pride ~~best~~Constructors ~~interest of~~LLC ~~the~~(Native ~~Company~~American), ~~regardless~~and ofother ~~the~~associated ~~specific~~leads ~~acquisition~~and ~~transaction~~rights ~~closing.~~into ~~Pursuant to~~ the ~~March~~defense 26industry, ~~2024~~including ~~agreement such acquisition~~munitions ofbrokering ~~rights~~overseas ~~was~~under ~~made~~United ~~for~~States ~~95,000,000~~State ~~shares~~Department ofApproval ~~common~~for ~~stock~~artillery, torocket, beand ~~distributed~~other ~~upon~~munitions ~~approval~~sales byfrom ~~NAPC~~off ~~Defense,~~shore ~~Inc~~sources to U.S.~~/BLIS~~ toapproved ~~enumerated~~allies ~~parties at~~and ~~such~~other ~~time being May 1, 2024 or after~~countries. ~~Such shares were not to be distributed to~~ Native American ~~upon~~held ~~release,~~rights soto ~~there~~a ~~was~~number noof ~~change in~~ATF ~~control~~licenses tofor ~~Native~~sale ~~American.~~and ~~There~~production ~~was an acquisition~~ of ~~such rights~~arms, was ~~intellectual~~a ~~property,~~party ~~sales~~to ~~leads,~~a ~~letters~~transaction offor ~~intent,~~potential contract ~~rights~~ and ~~leads,~~sale ~~and~~of ~~other~~the ~~matters~~Cornershot ~~set~~to ~~forth~~Saudi inArabia ~~such~~and ~~agreement~~for tosale ~~gain~~in the ~~rights~~US, ~~from Native American Pride~~ and ~~change~~held ~~the Company’s~~large ~~name~~access to ~~its~~broker ~~new~~munitions ~~defense~~under ~~line~~US ofapproval ~~work to NAPC Defense~~overseas, ~~Inc.~~from ~~but~~foreign ~~still~~sourced ~~maintain~~to ~~the~~US ~~treasure~~Allies ~~business~~and onapproved ~~a more limited basis~~countries.

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. The matters of diligence to be completed for the acquisition completion were as follows:22

~~Items~~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 ~~for~~rights and business plans with a close out date of May 1, 2024 and sign off by NAPC Defense, Inc./BLIS onby 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 ~~including~~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.

NAPC Defense, Inc. was able to secure the rights to the following items as part of the deal:

●

CornerShot rights for sale, domestically and through Saudi Arabia as existing with Silver Shadow of Israel, including the LOI for the CornerShot sale for Saudi Arabia from the Ministry of Defense, which is expected, for an expected order and contract for some 37,000 units of the CornerShot firearms and tactical units to Saudi Arabia as held by Native American Pride for the Silver Shadow of Israel, amount owed for Saudi Arabian payment potential under a contract if transacted. Such rights include the ability to contract and utilize the ATF licenses held for production and sale of firearms and accessories related to such technology under contract with NAPC Defense, Inc./BLIS, and existing approvals from the Department of State for foreign arms transactions, an existing or expected approval for firearms under approval from the Saudi Government. As well this includes the existing relationship with the Saudi Ministry of Defense for interest in the CornerShot purchase, including the relationship and visits expected for closing of such contract. Rights to the proceeds from the joint venture in Saudi Arabia for such introductions and potential future sales, visit to occur in Saudi Arabia, and domestic US sales potentials, including domestic law enforcement shows, conventions and US Military demonstration.

●

In addition, the ability and agreements to produce the CornerShot domestically in the United States which includes a current plastics manufacturer relationship and metals production relationship, both to be contracted, for such units of the CornerShot to be produced for all contracts or purchase orders which could be achieved. The Company attended various industry and networking conventions and conferences in Florida in June 2024, in New Jersey in June 2024 and the visit to Saudi Arabia in the summer of 2024.

●

Rights as existing to the CornerShot from Silver Shadow of Israel. To include the foreign sales to Saudi Arabia created by persons related to Native American, as well as domestic sales to law enforcement or government agencies in the United States. To include all media, CornerShot units, additional show and demonstration units, videos, and other rights.

● Overseas brokering opportunities of ammunition sales to US Allies, with State Dept. the DDTC (Directorate of Defense Trade Controls, a government agency within the United States Department of State) as a registered broker the ability to request pre-brokering approval. This includes the sources and leads existing to large scale munitions inventories from third parties, including those on a revolving list that is held by parties which are available overseas for sale, to approved countries and end users. This includes all contacts and relations to overseas producers, holders, and potential purchasers of large-scale munitions sales for such areas as Allied and US military or foreign ~~add~~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.

AsThe ~~of April 1, 2024, 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. AtOur ~~January~~consolidated ~~31,~~financial ~~2025,~~statements ~~the~~have ~~Company’s~~been ~~had~~prepared aassuming ~~working capital deficit of 1,035,381, which indicates~~ that itwe iswill ~~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~~and, ~~the~~accordingly, ~~accompanying~~do ~~condensed~~not ~~consolidated~~include ~~financial~~adjustments ~~statements~~relating ~~have~~to ~~been~~the ~~prepared~~recoverability onand ~~a going concern basis, which contemplates the~~ realization of assets and classification ~~satisfaction~~ of liabilities inthat ~~the~~might ~~normal~~be ~~course~~necessary ofshould ~~business~~we be unable to continue in operation.

We will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. However, there can be no assurances that we will be able to raise additional capital. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from ~~March~~the ~~24,~~issuance ~~2025~~date of these financial statements.

Summary of the ~~Nine~~Three Months Ended ~~January~~July 31, 2025 Results of Operations Compared to the ~~Nine~~Three Months Ended ~~January~~July 31, 2024 Results of Operations

Revenue

The Company ~~generated~~recorded revenue of $0 and $67,467 ~~in revenue~~ during the ~~nine~~three ~~month~~months ~~period~~ ended ~~January~~July 31, 2025 and ~~$0 revenue during the nine month period ended January 31~~2024, ~~2024~~respectively. ~~The Company has determined that the revenue generated during the nine month period ended is uncollectible.~~

~~Operating~~During the three month period ~~Expenses~~ended July 31, 2025, the Company incurred general and administrative expense of $29,874, rent expense of $13,001, consulting and accounting expense of $152,586, legal fees of $2,210, research and development expenses of $6,126, and professional fees of $54,262.

~~Operating expenses~~During ~~were $788,727 during~~ the ~~nine~~three month period ended ~~January~~July 31, ~~2025 versus $462,726 during the nine month period ended January~~ ~~31,~~ 2024, athe ~~year-over-year increase of approximately 70 %. The~~ Company incurred ~~boat~~consulting expenses of $5,675 during the nine month period ended January 31, 2025 as compared to boat expenses of $98,500 during the nine month period ended January 31, 2024, a decrease of approximately 94%. Professional fees were $18,354 in 2025 versus $14,300 in 2024, an increase of 28%. Consulting and accounting ~~fees~~expense ~~were~~of $~~226~~69,~~820 during the nine month period ended January 31~~617, ~~2025 and $205,684 during the nine month period ended January 31, 2024, an increase of 10%. During the nine month period ended January 31, 2025~~ general and administrative ~~expenses~~expense ~~were~~of $~~250~~137,~~162~~450, ~~during~~legal ~~the~~fees ~~nine month period~~of ~~ended January 31, 2024 they were~~ $3120,~~343~~650, anprofessional ~~increase~~fees of ~~approximately 698 %. Legal fees were~~ $433,~~750 during the nine month period ended January 31~~150, ~~2025~~research ~~versus~~and ~~$16,390~~development ~~during the nine month period ended January 31, 2024, a year-over-year increase~~ of ~~approximately 167%. There were~~ $~~418 in labor expenses during the nine month period ended January 31~~4,103 ~~2025~~and ~~versus~~rent ~~$73,992 during the nine month period ended January 31, 2024. The decrease in labor~~ expense is attributable to decreased exploration during the nine month period ended January 31, 2025. Rent expenses were $230,000 in 2025 versus $9,600 during the nine month period ended January 31, 2024, an increase of $~~220~~80,~~400~~000. Rent expenses increased due to the Company leasing a commercial office and warehouse facility. Depreciation expenses were $3,436 during the nine month period ended January 31, 2025 and $8,611 during the nine month period ended January 31, 2024. Operating expenses increased during the nine month period ended January 31, 2025 as the Company began new ventures during its fiscal year starting May 1, 2024.

22Total operating expenses were $258,059 for three month period ended July 31, 2025 versus $314,970 for the three month period ended July 31, 2024, a decrease of $56,911 or 18.1%. The decrease in operating expenses for the three month period ended April 30, 2025 is largely attributable to decreases in general and administrative expense of $107,576, rent expense of $66,999 and legal fees of $18,440. These decreases offset increases in consulting and accounting expenses of $82,969 and professional fees of $51,112 and research and development of $2,023.

Other ~~Income (Expense)~~Expenses

~~Interest~~Total ~~expense~~other ~~was~~expenses were $65326,~~073~~193 during the ~~nine~~three month period ended ~~January~~July 31, 2025 and $44156,~~988~~491 during the ~~nine~~three month period ended ~~January~~ July 31, 2024, an increase of 45$169,702 or 108.4%. ~~The~~Other ~~Company’s~~expenses ~~other~~increased ~~income~~during ~~(expense) for~~ the ~~nine~~three ~~months~~month period ended ~~January~~July 31, 2025 ~~also~~primarily ~~included~~due to ~~losses~~an ~~from~~increases ~~extinguishment~~ of ~~debt (~~$~~123~~177,~~653),~~802 ~~bad~~for amortization of debt ~~expense~~discount ~~($67,467),~~and ~~impairment~~an increase of ~~assets (~~$~~140~~100,~~296),~~312 ~~amortization~~in offinancing ~~debt~~fees ~~discounts~~which (offset a $~~134~~123,~~197),~~653 decrease ~~and~~in ~~financing fees~~loss ~~($277,050)~~on extinguishment of debt.

Discontinued Operations

During the three month period ended July 31, 2025, the Company had a loss from operations of discontinued operations of $0.

During the three month period ended July 31, 2024, the Company had a loss from operations of discontinued operations of $31,869.

Net Loss

For the ~~nine~~year ended three month period ended ~~January~~July 31, 2025 the Company incurred net losses of $1584,~~528,996~~252 versus net losses of $~~507~~435,~~714~~863, for ~~the nine~~ three month period ended ~~January~~July 31, 2024,. aThe ~~year-over-year~~ increase in net loss of ~~approximately~~$148,389 ~~201~~during %the three month period ended July 31, 2025 was primarily due to increases in loss from other expenses.

~~Summary~~Deemed ~~of the Three Months Ended January 31, 2025 Results of Operations Compared to the Three Months Ended January 31, 2024 Results of Operations~~Dividend

~~Revenue~~During the three month period ended July 31, 2025, the Company had a deemed dividend of $117,629 related to a price protection exercise price adjustment on warrants.

~~The~~Net ~~Company~~Loss ~~did~~Applicable ~~not~~To ~~generate~~Common ~~any revenue during the three month periods ended January 31, 2025 and 2024.~~Stockholders

~~Operating~~During ~~Expenses~~the three month period ended July 31, 2025, net loss applicable to common stockholders was $701,881. During the three month period ended July 31, 2024, net loss applicable to common stockholders was $435,863.

Operating expenses were $259,498 during the three month period ended January 31, 2025 versus $74,865 during the three month period ended January 31, 2024, a year-over-year increase of approximately 247 %. The Company incurred professional fees were $3,183 in 2025 versus $12,237 in 2024, a decrease of 74%. Consulting and accounting fees were $95,574 during the three month period ended January 31, 2025 and $50,222 during the three month period ended January 31, 2024, an increase of 90%. During the three month period ended January 31, 2025 general and administrative expenses were $71,632 and during the three month period ended January 31, 2024 they were $625, an increase of $71,007. Rent expenses were $75,000 during the three month period ended January 31, 2025 and $0 during the three month period ended January 31, 2024. Rent expenses increased due to the Company leasing a commercial office and warehouse facility. Legal fees were $8,100 during the three month period ended January 31, 2025 and $2,175 during the three month period ended January 31, 2024, a year-over-year increase of approximately 272%. Operating expenses increased during the three month period ended January 31, 2025 because the Company was transitioning into new ventures.

Other Income (Expense)

Interest expense was $23,701 during the three month period ended January 31, 2025 and $12,881 during the three month period ended January 31, 2024, an increase of 84%. The increase in interest expense during the three month period ended January 31, 2025 was a result of the issuance of new convertible notes. The Company’s other income (expense) for the three months ended January 31, 2025 also included finance fees ($277,050 ) and amortization of debt discount ($78,963).

Net Loss

For the three month period ended January 31, 2025 the Company incurred net losses of $639,212 versus net losses of $87,746 for the three month period ended January 31, 2024, a year-over-year increase of $551,466.

Liquidity and capital resources

As ofat ~~January~~July 31, 2025, our total assets were $136,902 and our total liabilities were $1,~~631~~582,~~686~~743.

As ofat ~~January~~July 31, 2025, our current assets were $1527,~~686,~~708 ~~our~~and current liabilities were $1,~~051~~514,~~067 and Stockholders’ equity was $580,569~~311.

As of ~~January~~July 31, 2025 weour ~~had~~total astockholders’ ~~net capital working~~ deficit ofwas $1,~~035~~445,~~381~~841.

As of July 31, 2025 we had a working capital deficit of $1,486,603.

Cash flows from operating activities

For the ~~nine~~three months ended ~~January~~July 31, 2025 net cash flows used in operating activities was $~~639~~248,~~609~~359.

For the ~~nine~~three months ended ~~January~~July 31, 2024 net cash flows used in operating activities was $~~380~~163,~~148~~549.

23The increase in cash used in operating activities is primarily attributable to an increase in the net loss and the amortization of debt discount.

Cash flows from investing activities

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

For the three months ended July 31, 2024 net cash flow used in investing activities was $0.

Cash flows from financing activities

For the ~~nine~~three months ended ~~January~~July 31, 2025 we have generated $~~655~~267,~~295~~657 in cash flows from financing activities.

For the ~~nine~~three months ended ~~January~~July 31, 2024 we have generated $~~173~~170,~~426~~288 in cash flows from financing activities.

The increase in cash provided by financing activities is primarily attributable to an increase in proceeds from short term loans and cash proceeds from the exercise of warrants.

We qualify as a “smaller reporting company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

For example, smaller reporting companies are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or the auditor attestation of internal controls over financial reporting.

Future Financings

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.

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~~July 31, 2025, the Company had a working capital deficit of $1,~~035~~486,~~381~~603. 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 ~~March~~the ~~24,~~issuance ~~2025~~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, ~~2024~~2025 and ~~2023~~2024 raises substantial doubt as to our ability to continue as a going concern. If the Company is not able to continue as a going concern, it is highly likely that all capital invested in the Company will be lost.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement its business plan and impede the speed of its operations.

Recently Issued Accounting Pronouncements

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

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~~July 31, 2025. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.

Internal Control Over Financial Reporting

As of ~~January~~July 31, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (as revised). Based on our evaluation, management concluded that our internal control over financial reporting was not effective so as to timely record, process, summarize and report financial information required to be included on our 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.

2526

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~~July 31, 2025, we did not have ~~sufficient~~ sufficient capital and/or operations to implement any of the remedial measures described below.

*	Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company’s financial statements to allow for proper segregation of duties, as well as additional resources for control documentation.

*	Assessing the duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers.

*	Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members.

*	Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised).

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

(b) Change in Internal Control Over Financial Reporting

The Company has not made any change in our internal control over financial reporting during the ~~nine~~three month period ended ~~January~~July 31, 2025.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not presently involved in any litigation, except as noted below, nor is it aware of any pending or threatened litigation against us of a material nature.

In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that ~~NAPC~~the ~~Defense,~~Company ~~Inc. NAPC Defense, Inc.~~ did not follow through on a contract for their services related to its ~~regulation~~Regulation A offering in 2022. The Company has defended and is defending such on the basis that ~~Del~~Delmar ~~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~~July 31, ~~2024~~ 2025, 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 ~~nine~~three month period ended ~~January~~July 31, 2025 the Company entered into a subscription agreements to sell 21,~~892~~250,~~857~~000 shares of its restricted common stock in exchange for proceeds of $8112,~~000~~500. The proceeds received were used for general corporate purposes, ~~working capital~~ and ~~repayment~~ ofworking ~~some debt~~capital.

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)

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)

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 26, 2025	By:	/s/ Edward K.West
Date: October 9, 2025	By:	/s/ Edward K.West
		Edward K. West Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer )
Date: March 26, 2025	By:	/s/ John Spence
Date: October 9, 2025	By:	/s/ John Spence
		John Spence Chief Financial Officer Director
Date: March 26, 2025	By:	/s/ Craig A Huffman
Date: October 9, 2025	By:	/s/ Craig A Huffman
		Craig A. Huffman Chief Legal Officer, Principal Financial Officer, Secretary
		Craig A. Huffman Chief Legal Officer, Secretary
Date: March 26, 2025	By:	/s/ Evelyn R. Gurba
Date: October 9, 2025	By:	/s/ Evelyn R. Gurba
		Director
Date: March 26, 2025	By:	/s/ Derrick West
Date: October 9, 2025	By:	/s/ Derrick West
		Director

2829

Filing Compare · NAPC Defense, Inc.