v3.26.3
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
3 Months Ended
Jul. 31, 2026
Debt Disclosure [Abstract]  
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

 

Related Party Convertible Loans

 

An officer of the Company provided a loan to NAPC Defense, Inc., under a convertible promissory note in the year ended April 30, 2022. 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 July 31, 2026 and April 30, 2026, respectively.

 

On February 1, 2024 the Company entered into a master convertible corporate note agreement with Native American Pride Constructors, LLC (“NAPC, LLC”). NAPC, 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 NAPC, 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 year ended April 30, 2026 and 2025, respectively the Company repaid $4,102 and $59,689, of principal to NAPC, LLC. The balances owed on the note were $0 as of July 31, 2026 and April 30, 2026.

 

Related Party Short Term 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 loan was forgiven by the lender in 2026 and the balance due to the limited liability company was $0 as of July 31, 2026 and April, 30, 2026.

 

On March 4, 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 loan was forgiven by the lender loan in 2026 and the balance due to the limited liability company was $0 as of July 31, 2026 and April, 30, 2026.

 

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 loan was forgiven by the lender in 2026 and the balance due to limited liability company was $0 as of July 31, 2026 and April, 30, 2026.

Short Term Loans

 

As of July 31, 2026 and April 30, 2026, the Company had short term loans totaling $122,925. At July 31, 2026 and April 30, 2026 short term loans consist of a loan in the amount of $2,700 that bears no interest and is due on demand, a loan in the amount of $22,925 that has a 10% annual interest rate and is due on demand, a loan in the amount of $50,000 that has a 12% annual interest rate and that was due on April 24, 2026, and a loan in the amount of $50,000 that has a 5% annual interest rate and that is due on March 12, 2027.

 

Three Month Period Ended July 31, 2026 New Convertible Notes Payable

 

None.

 

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. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $27,500.

 

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. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $0.

 

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. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $0.

 

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. This principle balance of $50,000 and accrued interest of $4,757 were converted into 5,775,702 shares of the Company’s common stock during the three month period ended July 31, 2026. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $0 and $50,000, respectively.

 

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. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $0.

 

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. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $0.

 

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. The principal balance of the note as of July 31, 2026 and April 30, 2026 is $0.

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 conversion rate of $0.01. 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. During the year ended April 30, 2026 the Company issued 21,006,750 shares of its restricted common stock for the conversion of $198,443 of principal, $6,250 of accrued interest, and $5,375 of fees of this note. See Convertible Promissory Note Conversions and Settlements below for activity during the three month period ended July 31, 2026. The principal balance of the note at July 31, 2026 and April 30, 2026 is $0 and $28,188, respectively.

 

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% 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 conversion rate of $0.01. 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. During the year ended April 30, 2026 the Company issued 6,218,041 shares of its restricted common stock valued at $62,181 for the conversion of $60,060 of the principal balance and $2,121 of accrued interest of this note. The principal balance of the note at July 31, 2026 and April 30, 2026 is $0.

 

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 conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. The principal balance of the convertible promissory note payable was $50,000 at July 31, 2026 and April 30, 2026.

 

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 lender charged the Company a default fee of $60,000 during the year ended April 30, 2026 which was added to the principal balance of the note. During the year ended April 30, 2026 the Company issued 24,500,600 shares of its restricted common stock for the conversion of $210,000 of the principal balance and $35,006 of accrued interest for this note. The principal balance of the note at July 31, 2026 and April 30, 2026 is $0.

 

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. During the year ended April 30, 2026 the lender charged an additional financing fee of $30,000 which was added to the principal balance of the note. See Convertible Promissory Note Conversions and Settlements below for activity during the three month period ended July 31, 2026. The principal balance of the note at July 31, 2026 and April 30, 2026 was $0 and $105,000, 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. This note is currently in default due to non payment of principal and accrued interest. The common stock was recorded at its relative fair value of $13,090 as a debt discount. The principal balance of the note at July 31, 2026 and April 30, 2026 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. The lender charged a penalty fee of $30,000 for the loan going into default during the year ended April 30, 2026. 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, 2026 and April 30, 2026 was $105,000.

 

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. During the year ended April 30, 2026 the principal balance and accrued interest of this note was converted into 556,389 shares of the Company’s restricted common stock. The principal balance of this note July 31, 2026 and April 30, 2026 was $0.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

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.

 

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.

 

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.

 

Convertible Promissory Note Conversions and Settlements

 

Three Month Period Ended July 31, 2026:

 

The Company issued 5,775,702 shares of the its restricted common stock upon the conversion at the contract rate of $50,000 and accrued interest of $4,757 for a convertible promissory note dated June 23, 2025. The principal balance of the note at July 31, 2026 is $0.

 

The Company issued 16,000,000 shares of the its restricted common stock and paid $154,000 in cash to settle the principal balance of $28,188 and $1,250 of the accrued interest of balance for a convertible note dated May 19, 2021 and $105,000 of the principal balance and $16,917 of the accrued interest balance for a convertible note dated July 3, 2024, both notes from the same lender. The principal balance of the note dated May 19, 2021 at July 31, 2026 and April 30, 2026 is $0 and $28,188, respectively and the principal balance of the note dated July 3, 2024 at July 31, 2026 and April 30, 2026 is $0 and $105,000, respectively.

 

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 6, 2021. The principal balance of the note at July 31, 2025 is $0.

Convertible Notes Payable

 

The following table reflects the convertible notes payable as of July 31, 2026 and April 30, 2026:

 

 

    Issue Date   Maturity
Date
  July 31,
2026
Principal
Balance
    April 30,
2026
Principal
Balance
    Rate     Conversion
Price
Convertible notes payable
Face Value   05/19/2021   02/19/2023 *     -       28,188       10.00 %   0.010
Face Value   12/06/2021   02/06/2023       -       -       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       -       -       10.00 %   0.028
Face Value   07/03/2024   07/03/2025 *     -       105,000       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 *     105,000       105,000       10.00 %   0.020
Face Value   12/16/2024   12/25/2025       -       -       10.00 %   0.020
Face Value   12/18/2024   12/18/2025       -       -       10.00 %   0.020
Face Value   12/18/2024   12/18/2025       -       -       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       -       -       10.00 %   0.020
Face Value   01/30/2025   01/29/2026       -       -       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       -       -       10.00 %   0.020
Face Value   04/30/2025   05/01/2026       -       -       10.00 %   0.020
Face Value   05/02/2025   08/02/2025 *     27,500       27,500       10.00 %   0.020
Face Value   05/02/2025   08/02/2025       -       -       10.00 %   0.020
Face Value   05/19/2025   05/20/2026        -       -       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       -       -       10.00 %   0.020
Face Value   07/18/2025   08/02/2025       -       -       10.00 %   0.020
Face Value   07/21/2025   10/21/2025       -       -       10.00 %   0.020
Face Value   08/21/2025   08/22/2026       150,000       150,000       10.00 %   0.010
Face Value   09/11/2025   09/12/2026       50,000       50,000       10.00 %   0.010
Face Value   10/06/2025   01/04/2026       -       -       10.00 %   0.010
Face Value   12/12/2025   06/12/2026       27,500       27,500       10.00   0.010
Face Value   01/14/2026   01/13/2027       -       -       10.00   0.010
Face Value   01/16/2026   01/15/2027       -       -       10.00 %   0.010
Face Value   01/28/2026   04/28/2026       55,000       55,000       10.00   0.010
Face Value   03/12/2026   03/12/2027       50,000       50,000       5.00   0.010
Face Value   04/29/2026   07/28/2026       60,000       60,000       10.00   0.010
                1,005,000       1,188,188              
Unamortized discounts       (15,990 )     (29,989 )            
Balance convertible notes payable $ 989,010     $ 1,158,199              

 

*Notes that were in default as of July 31, 2026 due to non payment of principal and/or accrued interest.

 

Accrued Interest

 

As of July 31, 2026 and April 30, 2026, the balance of accrued interest for the Company’s convertible notes payable was $140,008 and $136,980, respectively.

 

As of July 31, 2026 and April 30, 2026, the balance of accrued interest for the Company’s related party short term loans was $345 and $345, respectively. 

 

As of July 31, 2026 and April 30, 2026, the balance of accrued interest for the Company’s short term loans was $11,853 and $9,734, respectively.

 

As of July 31, 2026 and April 30, 2026, the balance of accrued interest for the Company’s related party convertible loans was $0.