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STOCKHOLDERS’ DEFICIT
 12 Months Ended
Apr. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Common Stock

 

On February 20, 2025, the Company filed with the State of Nevada to increase the authorized shares of the Corporation from 300,000,000 common shares to 500,000,000 common shares. Such filing was processed to be effective with the State of Nevada on February 20, 2025. 

 

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 year ended April 30, 2026 NAPC Defense, Inc. issued 206,647,244 shares of the Company’s restricted common stock, including:

 

-12,797,778 shares under subscription agreements for total proceeds of $127,978;

 

-61,350,000 shares for various services provided, valued at $627,950 based on the closing market price of the common shares on the grant dates; and

 

-75,396,938 shares for $784,227 of principal, interest and fees converted at the contractual conversion rates;

 

-42,451,667 shares valued at their relative fair value of $168,568 based on the fair value of the common stock closing price on the date of issuance for loan origination fees and stock subscription commitment fees;

 

 -500,000 shares from unissued shares; and

 

-14,060,861 shares consisting of 4,535,714 shares for the exercise of warrants for cash of $45,357 and 9,525,417 for cashless exercise of warrants.

 

During the year ended April 30, 2025 NAPC Defense, Inc. issued 69,851,625 shares of the Company’s restricted common stock, including:

 

-3,659,524 shares with warrants under subscription agreements for total proceeds of $95,000;

 

-20,976,467 shares for $422,351 of principal, interest and fees converted at the contractual conversion rate.

 

-5,866,667 shares with a fair value of $173,653 based on the closing market price on the conversion upon conversion of the principal, accrued interest and fees of a convertible note at a conversion price different than the contractual price in the amount of $125,655, resulting in a loss on debt extinguishment of $47,998;

   

-31,596,430 shares valued at $148,608 based on the closing price on the date of issuance for loan origination fees and stock subscription commitment fees;

 

-4,902,537 shares valued at $248,050 based on the closing market price on the date of issuance for loan financing fees;

 

-1,100,000 shares for various services provided, valued at $13,560 based on the closing market price of the common shares on the grant dates; and

 

-1,750,000 shares for the cashless exercise of warrants.

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 April 30, 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

 

The following table reflects the warrants outstanding at April 30, 2026 and 2025:

 

       Weighted -   Weighted -   Aggregate - 
Number of
Warrants		   Number of
Warrants		   Average Exercise
Price		   Remaining
Term		   Intrinsic
Value		 
Outstanding at April 30, 2025   52,615,668   $0.020    2.46   $2,460 
Granted   40,827,381   $0.0101           
Warrants issued under full ratchet price protection   28,637,721   $0.01           
Exercised   (21,880,387)  $0.01           
Cancelled   (1,868,000)  $0.02           
Outstanding at April 30, 2026   98,332,383   $0.0146    2.702   $166,217 

The 69,465,102 warrants issued during the year ended April 30, 2026 consisted of the following:

 

  ● 7,250,000 warrants were issued in connection with subscription agreements;
     
  ● 31,791,667 warrants were issued in connection with convertible debt financings;
     
  ● 1,785,714 warrants were issued for services; and
     
  ● 28,637,721 warrants issued for full ratchet price protection.

 

During the year ended April 30, 2026, the Company recorded a deemed dividend in the amount of $256,096 as a result of 28,637,721 additional warrants issuable due to full ratchet price protection.

 

Significant range of inputs and results arising from the Black-Scholes process are as follows for the warrants:

     
Quoted market price on valuation date   $ 0.0086 - .0347  
Exercise price   $ 0.02 – 0.028  
Expected life (in years)      1 - 5 Years  
         
Equivalent volatility     219.18 – 397.40 %
Interest rates     3.60 - 4.50 %