UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
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
Formerly Treasure & Shipwreck Recovery, Inc. | ||
(Exact name of registrant as specified in its charter) |
||
| 7310 | ||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
Edward K. West
Chief Executive Officer
(
| (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.
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 | |
| o | Smaller reporting company | |||
| (Do not check if a smaller reporting company) | Emerging growth company | |||
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o
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 common shares issued and outstanding as of September 23, 2024.
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EXPLANATORY NOTE
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
| NAPC Defense, Inc. |
| QUARTERLY REPORT ON FORM 10-Q |
| Table of Contents |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The 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 interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all the information and notes required by GAAP for complete financial statement presentation.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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| NAPC Defense, Inc. |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| July 31, 2024 | April 30, 2024 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid consulting fees | ||||||||
| Total current assets | ||||||||
| Right of use asset | ||||||||
| Fixed assets, net of depreciation | ||||||||
| Prepaid product rights | ||||||||
| Intangible assets | ||||||||
| Security deposit | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest expense | ||||||||
| Related party advances | ||||||||
| Customer deposits | ||||||||
| Convertible notes payable, net of discounts | ||||||||
| Short term loans | ||||||||
| Related party convertible loan | ||||||||
| Contingent liabilities | ||||||||
| Operating lease liability, current | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $ par value; shares authorized, shares issued and outstanding | ||||||||
| Common stock, par value $; shares authorized, and shares issued and outstanding at July 31, 2024 and April 30, 2024, respectively | ||||||||
| Common stock to be issued | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| NAPC Defense, Inc. |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| UNAUDITED |
| For the Three Months Ended | ||||||||
| July 31, 2024 | July 31, 2023 | |||||||
| Services Revenue | $ | $ | ||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Rent | ||||||||
| Consulting and accounting | ||||||||
| Legal fees | ||||||||
| Boat expenses | ||||||||
| Research and development | ||||||||
| Professional fees | ||||||||
| Depreciation | ||||||||
| Labor | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Amortization of debt discount | ( | ) | ||||||
| Loss on impairment of assets | ( | ) | ||||||
| Loss on extinguishment of debt | ( | ) | ||||||
| Interest expense | ( | ) | ||||||
| Total other income (expense) | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income tax | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| NAPC Defense, Inc. |
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) |
| For the Three Months Ended July 31, 2024 and 2023 |
| UNAUDITED |
| Preferred | Common | Common Stock to | Additional Paid-in | Unearned | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | be Issued | Capital | compensation | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, April 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Shares issued for services | - | ( | ) | |||||||||||||||||||||||||||||||||
| Conversion of debt and accrued expenses to equity | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | to be Issued | Capital | Deficit | Equity (Deficit) | |||||||||||||||||||||||||
| Balance - April 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest | - | |||||||||||||||||||||||||||||||
| Common stock issued as commitment fees | - | |||||||||||||||||||||||||||||||
| Common stock issued as satisfaction for contingent liability | - | |||||||||||||||||||||||||||||||
| Warrants issued with sale of common stock | - | - | ||||||||||||||||||||||||||||||
| Warrants issued with convertible notes payable | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - July 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| NAPC Defense, Inc. |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| UNAUDITED |
| For the Three Months Ended | ||||||||
| July 31, 2024 | July 31, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock compensation | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of prepaid consulting fees | ||||||||
| Financing fees | ||||||||
| Loss on impairment of assets | ||||||||
| Loss on extinguishment of debt | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | ( | ) | ||||||
| Increase (decrease) in accounts payable | ||||||||
| Increase (decrease) in accrued expenses | ( | ) | ||||||
| Increase (decrease) in related party advances | ||||||||
| Net cash from operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Cash proceeds from sale of common stock | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from short-term loans | ||||||||
| Repayment of short-term loans | ( | ) | ||||||
| Payments to related parties | ( | ) | ||||||
| Net cash from financing activities | ||||||||
| Net change increase in cash | ( | ) | ||||||
| Cash - beginning of the period | ||||||||
| Cash - end of the period | $ | $ | ||||||
| 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 | $ | $ | ||||||
| Warrants issued with convertible notes | $ | $ | ||||||
| Warrants issued with the sale of common stock | ||||||||
| Conversion of notes payable & accrued interest | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NAPC Defense, Inc.
NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
July 31, 2024
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 October 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 changed its name to NAPC Defense, Inc. with the State of Nevada, for an additional direction in the military arms and law enforcement field.
Corporate History
NAPC Defense, Inc. (Formerly Treasure & Shipwreck Recovery, Inc.), was incorporated in the State of Nevada on October 24, 2016 as Beliss Corp. The Company changed its name to Treasure & Shipwreck Recovery Inc. on June 26, 2019. The Company was centered in the colonial era treasure shipwreck recovery business operating salvage crews on the east coast of Florida. On April 1, 2024, the Company changed its name to NAPC Defense, Inc. with the State of Nevada, for an additional direction in 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 and governments as allowed by the US Government, and sales to US based law enforcement agencies.
As well the Company intends 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.
NOTE 2 – GOING CONCERN
These
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
since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical
rate of expenditures, the Company expects to expend its available cash in less than one month from September 23, 2024. Management’s
plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business.
The Company does not expect to generate any significant revenues for the foreseeable future. At July 31, 2024, the Company had a net
working capital deficit of $
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; 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 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 7 – Notes Payable and Convertible Notes Payable, for further information regarding the Company’s convertible notes payable and notes that are currently in default.
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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 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 months ended June 30, 2024 and 2023. Certain 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. 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.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual events and results could materially differ from those assumptions and estimates.
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 July 31, 2024 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 $
Research and Development Expenses
Expenditures
for research and development are expensed as incurred. The Company incurred research and development expenses of $
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 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 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. The Company does not break out its cost of sales related to its services revenue.
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. |
9
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.
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 years ended July 31, 2024 and 2023 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of July 31, 2024 and 2023, there were approximately and shares of common stock underlying our outstanding convertible notes payable and warrants, respectively.
Fair Value of Financial Instruments
The carrying amounts of financial assets and liabilities, such as cash, accounts payable, short term loans, and the Company’s related party convertible loan from a shareholder 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. 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. Currently the Company’s only assets are three diving vessels and a magnetometer. They are being depreciated over three to twelve year useful lives.
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 three month period ended July 31, 2024 the Company’s Management determined that two of its vessels were
impaired and the Company wrote down the value of both of the vessels to $0, a total of $
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 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.
10
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 $
Leases
The Company accounts for leases under ASU 2016-02. 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 three month period ended July 31, 2024, 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 three month period ended July 31, 2024. (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 Accounting Pronouncements
All other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
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NOTE 4 – RIGHT-OF-USE ASSETS AND OPERATING AND FINANCE LEASE LIABILITIES
Operating Leases
Operating 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.
NAPC Defense Inc. entered into a lease agreement with a related party that commenced on May 1, 2024 and that terminates on Apil 30, 2030. The base rent during the term of the lease is $25,000 per month. The commercial office space is located at 1501 Lake Ave SE, Largo FL 33771. This space is made up of over 8,000 square feet of office and assembly space with a 10,000 square foot warehouse for material and product storage. The lease also has parking spaces for employees and additional spaces for trailers, etc. for the company.
The Company leases 35,000 square feet of warehouse/office space located at 1501 Lake Avenue SE, Largo, FL 33771.
On May 1, 2024, upon inception of the lease, the Company recorded a right-of-use asset and lease liability of $1,360,712.
Right-of-use assets at July 31, 2024 and April 30, 2024 are summarized below:
| July 31, 2024 | April 30, 2024 | |||||||
| Office lease | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ||||||
| Right of use assets, net | $ | $ | ||||||
Amortization on the right -of -use asset is included in rent expense on the unaudited condensed consolidated statements of operations.
Operating Lease liabilities are summarized below:
| July 31, 2024 | April 30, 2024 | |||||||
| Office lease | $ | $ | ||||||
| Less: current portion | ( | ) | ||||||
| Long term portion | $ | $ | ||||||
Maturity of lease liabilities are as follows:
| July 31, 2024 | ||||
| Year ending April 30, 2025 | ||||
| Year ending April 30, 2026 | ||||
| Year ending April 30, 2027 | ||||
| Year ending April 30, 2028 | ||||
| Year ending April 30, 2029 | ||||
| Thereafter | ||||
| Total future minimum lease payments | $ | |||
| Less imputed interest | ( | ) | ||
| PV of Payments | $ | |||
NOTE 5 – FIXED ASSETS
Fixed assets at July 31 and April 30, 2024 are summarized below:
| Fixed Assets | July 31, 2024 | April 30, 2024 | ||||||
| Diving Vessel | $ | $ | ||||||
| Magnetometer | ||||||||
| Diving Vessel (Boston Whaler) | ||||||||
| Diving Vessel (Commander) | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Fixed Assets, Net | $ | $ | ||||||
Depreciation
expense was $
The
Company’s management elected to write off the balance of two of its vessels used in its treasure search and recovery operations.
The total amount that was written off net of depreciation was $
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NOTE 6 – INTELLECTUAL PROPERTY INCLUDING PRODUCT RIGHTS, CONTRATUAL 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 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. has determined that the intellectual property has an indefinite useful life and should not be amortized and the Company will periodically review the intellectual property to determine whether the life is still indefinite. The intellectual property is shown on the accompanying consolidated balance sheet as of July 31, 2024.
NOTE 7 – 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 $
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 $
On February 1, 2024 the Company entered into a master convertible corporate note agreement with Native American Price, 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 Price, 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 three month period ended July 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 July 31, 2024 and April 30, 2024, respectively.
Short Term Loans
As
of July 31, 2024 and April 30, 2024, the Company had short term loans totaling $
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New Convertible Notes Payable
On June 14, 2024, the Company entered into a Securities Purchase 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 warrants to purchase 2,678,572 shares of the Company’s common stock. 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. 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. 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.
On July 3, 2024, the Company entered into a Securities Purchase Agreement with respect to the sale and issuance of: (i) an initial commitment fee in the amount of 150,000 shares of the Company’s restricted common stock, (ii) a promissory note in the aggregate principal amount of $75,000, and (iii) Common warrants to purchase 2,678,572 shares of the Company’s common stock. 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. 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. 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.
Convertible Notes Payable
The following table reflects the convertible notes payable as of July 31 and April 30, 2024:
| Issue Date | Maturity Date |
July
31, 2024 Principal Balance |
April
30, 2024 Principal Balance |
Rate | Conversion Price | |||||||||||
| Convertible notes payable | ||||||||||||||||
| $ | $ | |||||||||||||||
Unamortized discounts |
( |
- | ||||||||||||||
Balance convertible notes payable |
$ | $ | ||||||||||||||
NOTE 8 – STOCKHOLDERS’ DEFICIT
Common Stock
On June 3, 2024, the Company increased the authorized shares per Nevada Statutes from to as filed with the State of Nevada.
Series A Preferred Stock
On May 1, 2020, the Company’s Board authorized the creation of Series A preferred shares. The Series A preferred shares will pay a quarterly payment based upon gaming revenue sharing, which all 100 Series A preferred shares will receive twenty percent of NAPC Defense, Inc.’s portion of the game revenue from its game app., which equates to thirteen percent of total game gross revenues. 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 July 31, 2024 and April 30, 2024 the Company had shares of Series A preferred shares outstanding.
Warrants
There were warrants at an exercise price of $0.028 granted during the three month period ended July 31, 2024.
At April 30, 2024, there were warrants with a weighted average exercise price of $ and weighted average remaining life of . There were warrants granted with an exercise price of $ during the three month period ended July 31, 2024. No warrants expired or were exercised during the three month period ended July 31, 2024. At July 31, 2024 there were warrants outstanding with a weighted average exercise price of $ and weighted average remaining life of . There were no warrants granted during the year ended April 30, 2024. A total of warrants expired during the year ended April 30, 2024. At April 30, 2023 there were warrants with a weighted average exercise price of $ and weighted average remaining life of .
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NOTE 9 – 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 July 31, 2024, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
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 License Agreement, NAPC Defense, Inc. granted the user entity (the “Licensee”) an exclusive license to use photographic and video rights of NAPC Defense, Inc. ’s 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 be owed a royalty from any net revenue to the Licensee for such amounts of sales over the initial rights 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, Inc. shall have the right to review all revenues and expenditures by the Licensee related to the Media Use and License Agreement.
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 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 the individual entered into a settlement for the Treasury Agreement. To settle the Treasure Recovery Agreement, NAPC Defense, Inc. issued 1,666,667 shares of its restricted common stock.
Trademark and Usage Purchase Agreement Gaming and Media Rights Payments
NAPC Defense, Inc. entered into a Trademark and Usage Purchase Agreement on March 5, 2020, Purchase of Trademark, Graphics, Related Media and Product Materials. Under the terms of the agreement, NAPC Defense, Inc. is obligated to pay ten percent of the gaming rights and five percent of television media revenue, which shall be for rights of the gaming name rights, as used in all such app, online or other gaming as owned by NAPC Defense, Inc. and any television related media.
Commercial Office Space Lease Agreement
NAPC Defense Inc. entered into a lease agreement with a related party that commenced on May 1, 2024 and that terminates on Apil 30, 2030. The base rent during the term of the lease is $25,000 per month. The commercial office space is located at 1501 Lake Ave SE, Largo FL 33771. This space is made up of over 8,000 square feet of office and assembly space with a 10,000 square foot warehouse for material and product storage. The lease also has parking spaces for employees and additional spaces for trailers, etc. for the company. See Note 9 – Related Party Transactions
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NOTE 10 – RELATED PARTY TRANSACTIONS
Period ended July 31, 2024:
The Company entered into a lease agreement for commercial office space with a related party commencing on May 1, 2024 through April 30, 2030 with base month rent of $25,000
Period ended July 31, 2023:
In June 2023, the Company issued to a related party director, the amount of 2,525,618 shares for debt conversion and satisfaction of a note for $50,000, including $25,769 in accrued interest, at the rate of $0.03 per share.
The above transactions and amounts are not necessarily what third parties would agree to.
Related Party Loans
See Note 7 - Notes payable for information regarding related party loans.
NOTE 11 – SEGMENT INFORMATION
NAPC Defenses, Inc’s defense and munitions related business began operations during the three month period ended July 31, 2024. Due to the Defense related starting operations which have no relation to the Company’s shipwreck and exploration recovery business, the Company evaluated this business and its impact upon the existing corporate structure. The Company has determined that the defense operations and the Company’s treasure and shipwreck operations operate as separate segments of the business. As such, the Company has presented the income (loss) from operations during the quarter ended July 31, 2024 incurred by the two separate segments below.
Segment information relating to the Company’s two operating segments for the year ended July 31, 2024 is as follows:
| July 31, 2024 | July 31, 2024 | July 31, 2024 | ||||||||||
| Shipwreck | Defense | Consolidated | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Total operating expenses | ||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other expenses | ||||||||||||
| Net income/loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
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Segment information relating to the Company’s two operating segments for the year ended July 31, 2023 is as follows:
| July 31, 2023 | July 31, 2023 | July 31, 2023 | ||||||||||
| Shipwreck | Defense | Consolidated | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Total operating expenses | ||||||||||||
| Net loss from operations | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||
| Net income/loss | $ | ( | ) | $ | $ | ( | ) | |||||
NOTE 12 – SERVICES REVENUE
The Company’s revenue in the three month period ended July 31, 2024
was from ammunition and military equipment consulting services to a 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 three month periods ended
July 31, 2024 and 2023 the Company’s revenues were $
NOTE 12 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. The Company has no tax position at July 31, 2024 for which the ultimate deductibility is highly certain 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 July 31, 2024 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.
The
valuation allowance at July 31, 2024 and 2023 was $
Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2024 and 2023:
For the Three Months Ended July 31, 2024 | For the Three Months Ended July 31, 2023 | |||||||
| Income tax at federal statutory rate | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
The
Company has a net operating loss carryforward for tax purposes totaling $
| As of July 31, 2024 | As of July 31, 2023 | |||||||
| Non-current deferred tax assets: | ||||||||
| Net operating loss carryforward | $ | $ | ||||||
| Tax rate | % | % | ||||||
| Deferred tax asset | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| 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 revenue since inception management does not believe that there is any income tax liability for past years.
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NOTE 13 – SUBSEQUENT EVENTS
Subsequent to July 31, 2024:
The Company issued shares of its common stock as follows:
| i) | 750,000 shares of restricted common stock that was due under a subscription agreement that was entered into during the prior three month period ended July 31, 2024. |
The Company entered into the following convertible note agreements:
| (i) | A convertible note with a face value of $10,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on August 9, 2025; and |
| (ii) | A convertible note with a face value of $30,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on August 12, 2025. |
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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.
Description of Business
Overview
NAPC Defense, Inc. (Formerly Treasure & Shipwreck Recovery, Inc (the “Company”), was incorporated in the State of Nevada on October 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 changed its name to NAPC Defense, Inc. with the State of Nevada, for an additional direction in the military arms and law enforcement field.
Corporate History
The Company will produce and supply CornerShot units under license from Silver Shadow of Israel, to both overseas military and governments as allowed by the US Government, and sales to US based law enforcement agencies. As well the Company intends 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.
Exploration and Salvage of Historic Shipwrecks
During three seasons of treasure recovery operations the Company had contracted with entities for recoveries on 1715 fleet and other or ancient wreck sites along the coast of Florida. Thus, during the 2023 search season, recoveries were made of limited quantities of artifact finds during the treasure season. NAPC Defense, Inc. continued the pursuit of aa reality or other series during this fiscal year.
For the 2023 Treasure recovery season, the Company purchased a treasure recovery vessel and support vessel in March 2023. The 36’ foot vessel is outfitted with prop blowers for bottom removal, and numerous technologies for search and diving. The vessel was used for operations in the 1715 fleet area. the Company still owns the 71’ foot research vessel the Bellows which is still used for research
For the 2023 Summer Season the Company contracted with entities for recoveries on 1715 fleet and other or ancient wreck sites along the coast of Florida. The value of the found artifacts and treasure will be assessed at distribution time, sometime in the fall of 2024.
The Company is still actively pursuing a television or other media for a reality treasure hunting show which is in negotiations presently for development if feasible. the Company intends to own such production and rights for sale and distribution if it occurs.
Salvage of historic shipwrecks is both very speculative and risky as the Company worked through the last three treasure seasons off the East Coast of Florida. The Company still maintains information and expertise on locations of treasure sites, which it is marketing to other companies and players in the treasure business.
During the period of January 2024, the Board of Directors determined that it was in the best interest to explore a new business opportunity which existed for the change in business focus to take advantage of new business opportunities in a defense related industry, while maintaining treasure operations. The Company entered into diligence, enquiry, exploration and negotiations for acquisition and rights for defense related technology and rights with a known party.
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By March 2024, the board determined and entered into an acquisition agreement for the acquisition of the rights, intellectual property, and associated contracts, letters of intent, and assets from Native American Pride Constructors, LLC for acquisition of certain rights to sale and production of the CornerShot firearms and surveillance technology, owned by Silver Shadow of Israel and licensed to Native American Pride Constructors LLC (Native American), and other associated leads and rights into the defense industry, including munitions brokering overseas under United Stated State Department Approval for artillery, rocket, and other munitions sales from off shore sources to U.S. approved allies and other countries. Native American held rights to a number of ATF licenses for sale and production of arms, was a party to a transaction for potential contract and sale of the Cornershot to Saudi Arabia and for sale in the US, and held large access to broker munitions under US approval overseas, from foreign sourced to US Allies and approved countries.
In addition, other defense lines of technology development including small arms, suppressor technology development business, and other items of opportunity held by Native American Pride Contstructors 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 rights and business plans with a close out date of May 1, 2024 and sign off by NAPC Defense, Inc./BLIS by 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 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.
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:
Items acquired for NAPC Defense, Inc. on acquisition made, including
| ● | 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 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. |
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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, Stephen L. Gurba as President and Director, Evelyn R. Gurba as director, Derrick West as director, and John Spence as director and Chief Financial Officer.
As 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.
Results of operations
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should 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 September 23, 2024.
Summary of the Three Months Ended July 31, 2024 Results of Operations Compared to the Three Months Ended July 31, 2023 Results of Operations
Revenue
The Company generated revenue of $67,467 during the three month periods ended July 31, 2024 and no revenue during the three month period ended July 31, 2023. The Company’s revenue for the three month period ended July 31, 2024 was from a contract with a private Saudi Arabian company. At July 31, 2024, the Company did not receive any up front or progress related cash payments under the agreement and an account receivable of $67,467 was recorded.
Operating Expenses
Operating expenses were $324,499 during the three month period ended July 31, 2024 versus $243,888 during the three month period ended July 31, 2023, a year-over-year increase of approximately 33%. The Company incurred boat expenses of $5,675 during the three month period ended July 31, 2024 as compared to boat expenses of $63,315 during the same period in 2023, an decrease of approximately 91%. Professional fees were $3,150 in 2024 versus $0 in 2023. Consulting and accounting fees were $69,617 in 2024 and $56,708 in 2023, a decrease of 23%. In 2024 general and administrative expenses were $137,450 and in 2023 they were $25,967, an increase of approximately 429%. Legal fees were $20,650 in 2024 and $10,000 in 2023, a year-over-year increase of approximately 107%. There were $418 in labor expenses during the three month period ended July 31, 2024 and $73,992 in 2023 a 99% decrease. Depreciation expenses were $3,436 in 2024 and $4,306 in 2023.
Other Income (Loss)
Total other expenses increased to $178,831 for the three month period ended July 31, 2024 from $14,591 for the same period in 2023. Interest expense was $17,848 during the three month period ended July 31, 2024 and $14,591 during the three month period ended July 31, 2023, an increase of approximately 222%. Amortization of debt discount was $14,990 during the three month period ended July 31, 2024 versus $0 in 2023. Loss on impairment of assets was $22,340 during the three month period ended July 31, 2024 versus $0 in 2023. Loss on extinguishment of debt was $123,653 during the three month period ended July 31, 2024 versus $0 in 2023.
Net Loss
For the three month period ended July 31, 2024 the Company incurred net losses of $435,863 versus net losses of $258,479 for the three month period ended July 31, 2023, a year-over-year increase of approximately 69%.
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Liquidity and capital resources
As at July 31, 2024, our total assets were $3,164,231 and our total liabilities were $2,219,876.
As at July 31, 2024, our current assets were $111,518 and current liabilities were $1,079,785.
As of July 31, 2024 our total stockholders’ equity was $944,355.
As of July 31, 2024 we had a working capital deficit of $968,267.
Cash flows from operating activities
For the three months ended July 31, 2024 net cash flows used in operating activities was $163,549.
For the three months ended July 31, 2023 net cash flows used in operating activities was $206,722.
Cash flows from investing activities
For the three months ended July 31, 2024 net cash flow used in investing activities was $0.
For the three months ended July 31, 2023 net cash flow used in investing activities was $0.
Cash flows from financing activities
For the three months ended July 31, 2024 we have generated $170,288 in cash flows from financing activities.
For the three months ended July 31, 2023 we have generated $0 in cash flows from financing activities.
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 July 31, 2024, the Company had a working capital deficit of $968,267. 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 September 23, 2024.
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 and 2023 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.
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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.
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 July 31, 2024. 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 July 31, 2024, 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. |
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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.
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 July 31, 2024, we did not have 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 three month period ended July 31, 2024.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not presently involved in any litigation nor is it aware of any pending or threatened litigation against us.
In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that NAPC Defense, 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 August 1, 2024, 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 three month period ended July 31, 2024 the Company entered into subscription agreements to sell 3,042,857 shares of its restricted common stock in exchange for proceeds of $81,000. 750,000 shares of the share owed to an investor under one of the subscription agreements were not issued until subsequent to July 31, 2024 due to administrative time lag. The proceeds received were used for general corporate purposes, working capital and repayment of some debt.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
| 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) |
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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: October 1, 2024 | By: | /s/ Edward K.West |
Edward K. West Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer ) | ||
| Date: October 1, 2024 | By: | /s/ Stephen L. Gurba |
Stephen L. Gurba President Director | ||
| Date: October 1, 2024 | By: | /s/ John Spence |
John Spence Chief Financial Officer Director | ||
| Date: October 1, 2024 | By: | /s/ Craig A Huffman |
Craig A. Huffman Chief Legal Officer, Secretary | ||
| Date: October 1, 2024 | By: | /s/ Evelyn R. Gurba |
| Director | ||
| Date: October 1, 2024 | By: | /s/ Derrick West |
| Director |
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