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STOCKHOLDERS’ DEFICIT
 3 Months Ended
Jul. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 6 – 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 July 31, 2026 the Company had 2,000,000,000 authorized shares of common stock.

 

During the three month period ended July 31, 2026 NAPC Defense, Inc. issued 46,355,759 shares of the Company’s restricted common stock, including:

 

  - 5,775,702 common shares for $54,757 of principal, interest and fees converted at the contractual conversion rate;

 

  - 23,714,317 common shares for financing fees of $284,572 based on the closing market price on the grant date, paid as non-refundable fee to enter into settlement negotiations with a lender.

 

  - 16,000,000 common shares valued at $208,000 based on the closing market price on the settlement date plus cash paid of $154,000 to settle debt resulting in a loss on extinguishment of debt of $210,646; and

 

  - 865,740 common shares for the cashless exercise of 1,375,000 warrants.

 

During the three month period ended July 31, 2025 NAPC Defense, Inc. issued 33,628,755 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 from unissued shares.

 

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 July 31, 2026 and April 30, 2026 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 July 31, 2026 and April 30, 2026: 

 

Number of
Warrants		   Number of
Warrants		   Weighted -
Average Exercise
Price		   Weighted -
Remaining
Term		   Aggregate -
Intrinsic
Value		 
Outstanding at April 30, 2026   98,332,383   $0.0146    2.702   $166,217 
Granted   0                
Warrants issued under full ratchet price protection   0                
Exercised   (1,375,000)  $0.01           
Cancelled   (6,683,573)  $0.0112           
Outstanding at July 31, 2026   90,273,810   $0.0142    2.13   $0 

 

There were no new warrants issued during the three month period ended July 31, 2026.

 

During the three month period ended July 31, 2026, the Company did not record a deemed dividend.

 

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.