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STOCKHOLDERS’ DEFICIT
 9 Months Ended
Jan. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Common Stock

 

On October 14, 2025, the Company filed with the State of Nevada to increase the authorized shares of the Corporation from 500,000,000 common shares to 2,000,000,000 common shares. Such filing was processed to be effective with the State of Nevada on October 15, 2025. At October 31, 2025 the Company had 2,000,000,000 authorized shares of common stock.

 

During the three month period ended January 31, 2026 NAPC Defense, Inc. issued 40,548,862 shares of the Company’s restricted common stock, including:

 

  - 6,420,000 common shares for total proceeds of $64,200;

 

  - 22,612,195 common shares for $256,379 of principal, interest and fees converted at the contractual conversion rate.

 

  -

8,416,667 common shares valued at $28,883 based on the relative fair value on the date of issuance for commitment fees;

  

    
  - 14,916,667 warrants issue with convertible debt valued at their relative fair value of $28,880 to purchase common shares; and

 

  - 3,100,000 shares for various services provided, valued at $45,200 based on the closing market price of the common shares on the grant dates.

 

During the three month period ended October 31, 2025 NAPC Defense, Inc. issued 63,252,778 shares of the Company’s restricted common stock, including:

 

  - 127,778 common shares for total proceeds of $1,278;

 

  - 6,875,000 common shares for $68,750 of principal converted at the contractual conversion rate.

 

  -

5,000,000 common shares and valued at $9,126 based on the relative fair value on the date of issuance for loan origination;

     
  - 5,000,000 warrants issue with convertible debt valued at their relative fair value of $9,126 to purchase common shares; and

 

  - 51,250,000 common shares valued at their fair value based on quoted trading prices at grant dates of $510,250 issued for services.

 

During the three month period ended July 31, 2025 NAPC Defense, Inc. issued 33,128,755 shares of the Company’s restricted common stock, including:

 

  - 1,250,000 common shares with warrants under subscription agreements for total proceeds of $12,500;

 

  - 6,218,041 common shares for $62,180 of principal, interest and fees converted at the contractual conversion rate.

 

  - 20,625,000 common shares valued at $82,229 based on the relative fair value on the date of issuance for loan origination;

 

  - 4,535,714 common shares for the exercise of warrants for aggregate proceeds of $45,357; and
     
  - 500,000 shares issued from issuable shares.

 

During the three month period ended January 31, 2025 NAPC Defense, Inc. issued 42,390,954 shares of the Company’s restricted common stock, including:

 

  - 266,667 common shares for total proceeds of $4,000;

 

  - 4,621,750 common shares for $72,435 of principal, interest and fees converted at the contractual conversion rate.

 

  -

4,902,537 common shares valued at $248,050 based on the relative fair value on the date of issuance for finance fees;

     
  - 29,750,000 common shares valued at $113,089 based on the relative fair value on the date of issuance for commitment fees;
     
  - 1,750,000 common shares for the conversion of warrants;

 

  - 1,100,000 shares for various services provided, valued at $11,025 based on the closing market price of the common shares on the grant dates.

During the three month period ended October 31, 2024 NAPC Defense, Inc. Issued shares of the Company’s restricted common stock, including:

 

  - 1,926,143 common shares for $53,916 of principal converted at the contractual conversion rate.

 

During the three month period ended July 31, 2024 NAPC Defense, Inc. Issued shares of the Company’s restricted common stock, including:

 

  - 2,892,857 common shares under subscription agreements for total proceeds of $70,500;

 

  - 8,428,574 common shares for the conversion of $236,000 of principal, interest and fees converted at the contractual conversion rate.

 

  - 1,346,430 common shares valued at $19,316 based on the relative fair value on the date of issuance for loan origination;

 

  - 5,866,667 common shares valued at $173,653 for the satisfaction for contingent liability.

 

Series A Preferred Stock

 

On May 1, 2020, the Company’s Board authorized the creation of 100 Series A preferred shares. The Series A preferred shares was planned to pay a quarterly payment based upon treasure operations under the former business operations for revenue sharing, which all 100 Series A preferred shares were to receive twenty percent of the operations from recoveries at sea at the time. Each Series A preferred share was priced at $4,000 with a minimum purchase of three Series A preferred shares and are only eligible to be purchased by accredited investors. The Series A preferred shares are not convertible into common shares and are subject to all other restrictions on securities as set forth.

 

At January 31, 2026 and April 30, 2025 the Company had 51 shares of Series A preferred shares outstanding.

 

Voting Control Preferred Stock

 

On October 14, 2025 the Board of Directors authorized the designation of a new series of preferred shares, titled “Voting Control Preferred,” consisting of seventy (70) shares. Each Voting Control Preferred share is allocated one percent (1%) of the Corporation’s aggregate voting power, thus the entire series represents seventy percent (70%) of total shareholder voting power. These shares are non-transferable, non-convertible, and carry no rights to dividends or liquidation proceeds, nor any monetary or residual value. The Voting Control Preferred shares vote exclusively as a block directed by the Board of Directors, specifically on matters that require shareholder approval such as amendments to the articles of incorporation, changes in authorized shares, mergers, significant asset sales, and other fundamental corporate actions. This structure is designed to secure governance stability and continuity as the Company navigates future strategic growth and potential corporate actions.

 

Powers, Rights, and Limitations

 

The Voting Control Preferred shares are structured to be voted only as a single block and solely in accordance with the collective direction of the Board of Directors. These shares may only be exercised on shareholder matters requiring approval, which may include amendments to governance documents, increases or decreases in share authorization, significant corporate restructuring, or similar major corporate actions. The series expressly does not confer voting rights regarding the nomination, election, or removal of directors, or on any matters concerning the compensation of directors or officers.

 

The shares of this series are subject to further limitations as follows: they are non-transferable, indivisible, and may not be pledged or assigned. Additionally, the Voting Control Preferred shares do not constitute the personal property of any director, officer, or shareholder.

 

Additional Terms

 

The Voting Control Preferred series does not possess any rights to the payment of dividends, nor any rights of conversion into common stock or other securities. There are no liquidation or redemption privileges, and the shares do not have any monetary value. The sole function of this series is as a voting instrument for the purpose of maintaining governance stability and continuity within the organization. As a result, there is no financial value assigned to these shares within the Company’s accounting or audit records. 

 

This series and all related rights, preferences, and limitations were authorized in compliance with Nevada Revised Statutes and the Company’s Articles of Incorporation, and became effective as of January 22, 2026.

 

Warrants

 

          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     40,827,381     $ 0.0101                  
Warrants issued under full ratchet price protection     11,785,715     $ 0.0100                  
Exercised     (4,535,714 )   $ 0.1000                  
Cancelled     (1,500,000 )   $ 0.0200                  
Outstanding at January 31, 2026     99,193,050     $ 0.0167       2.683     $ 133,339  

 

The 52,613,096 warrants issued during the nine month period ended January 31, 2026 consisted of the following:

 

  ● 7,250,000 warrants were issued in connection with subscription agreements;

 

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

 

  ● 31,791,667 warrants were issued in connection with convertible debt financings; and

 

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

 

During the nine month period ended January 31, 2026, the Company recorded a deemed dividend in the amount of $117,629 as a result of 11,785,715 additional warrants issuable due to full ratchet price protection.

 

Significant range of inputs for the nine month period ended January 31, 2026 arising from the Black-Scholes options pricing model are as follows for the warrants:

 

Quoted market price on valuation date $ .004 - .0165  
Exercise price $ 0.01 – 0.02  
Expected life (in years)    2 - 5 Years  
       
Equivalent volatility   326.94 – 490.72 %
Interest rates   3.51 - 3.98 %