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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For year ended April 30, ~~2024~~2025

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-219700

NAPC Defense, Inc. ~~Formerly Treasure & Shipwreck Recovery, Inc.~~ (Exact name of registrant as specified in its charter)

Nevada	7310	37-1844836
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Edward K. West

Chief Executive Officer

~~1501~~4910 Creekside ~~Lake~~Orive, ~~Ave~~Suite SEK

~~Largo,~~Clearwater. Florida ~~33771~~33760

(754) 242-6272

(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. Yes x No o

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
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging growth company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $~~788~~1,~~500~~021,867 as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director, and by each person who owns 5% or more of the outstanding common stock, have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~August~~September 1311, ~~2024~~2025 the Registrant had ~~186~~274,~~486~~258,~~777~~ 460 outstanding shares of its common stock, $0.001 par value.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Description of Business.	3
Item 1A.	Risk Factors.	5
Item 1B.	Unresolved Staff Comments.	5
Item 2.	Description of Property.	5
Item 3.	Legal Proceedings.	5
Item 4.	Mine Safety Disclosures.	5
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters.	6
Item 6.	Selected Financial Data.	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	89
Item 8.	Financial Statements and Supplementary Data.	89
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	910
Item 9A.	Controls and Procedures.	910
Item 9B.	Other Information.	1011
PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons of the Company.	1011
Item 11.	Executive Compensation.	1112
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	1213
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	1214
Item 14.	Principal Accountant Fees and Services.	1315
PART IV
Item 15.	Exhibits	1416
Signatures		1517

PART I

Forward-looking statements

Statements made in this Form 10-K 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 (“GAAP”).

Item 1. Description of Business

Overview

~~NAPC Defense, Inc. (Formerly~~Description ~~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.Business

NAPC Defense, Inc. (the “Company”) was incorporated in the State of Nevada on January 24, 2016 as Beliss Corp. The Company changed its name on April 1, 2024, to NAPC Defense, Inc. with the State of Nevada to reflect its new business focus. The Company is engaged in activities in the defense and security industries, including weapons systems, tactical platforms such as CornerShot®, and other technologies designed for use by military, paramilitary, and law enforcement agencies.

The Company’s strategy includes:

●

Weapons Systems – Development and adaptation of specialized firearms platforms, including the CornerShot® system, which allows operators to engage threats from protected positions.

●

Non-Lethal Solutions – Exploration and development of non-lethal weapons designed for law enforcement and crowd control, providing alternatives to traditional force.

●

Protective Systems – Research and potential acquisition of protective technologies, including ballistic shields, armor solutions, and personal protective equipment for defense and security personnel.

●

Research and Development (R&D) – Establishing partnerships and internal programs to identify emerging defense technologies and advance them toward commercialization.

●

Contracting and Distribution – Positioning to work with U.S. and allied defense agencies, law enforcement agencies, and approved international partners to supply equipment and tactical solutions.

Through these efforts, the Company intends to build a diversified portfolio of defense-related technologies, both through internal development and through acquisitions or licensing of proven systems, to serve government, military, and security clients worldwide.

Corporate History

NAPC Defense, Inc. (~~Formerly Treasure~~the ~~& Shipwreck Recovery, Inc.~~“Company”), was incorporated in the State of Nevada on ~~October~~January 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~~to ~~the~~reflect ~~State~~its oftransition ~~Nevada,~~into ~~for an additional direction in~~ the ~~military~~defense ~~arms~~ and ~~law~~security ~~enforcement field~~sector. ~~The~~Since ~~Company will produce and supply CornerShot units under license from Silver Shadow of Israel, to both overseas military and governments as allowed by~~ the USname ~~Government~~change, ~~and sales to US based law enforcement agencies. As well~~ the Company ~~intends and~~ has ~~direct~~focused ~~lines~~exclusively ofon ~~sourcing personal ballistics protection for personnel~~developing, ~~such as helmets~~licensing, ~~bullet resistant vests~~ and ~~shields~~distributing ~~for~~advanced ~~overseas~~defense ~~sale~~ and ~~domestic~~security ~~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~~use ~~and domestic sales. Other areas of brokering existing contacts from overseas of larger scale ammunition and~~by ~~artillery~~military, ~~from~~law ~~overseas~~enforcement, ~~sources is being followed from known sources of supply for brokered sales to US approved allies~~ and ~~other~~government ~~countries~~agencies. ~~The brokering of armored vehicles for domestic purchase and overseas sales is also being pursued.~~

~~Exploration~~The Company will produce and ~~Salvage~~supply CornerShot® units under license from Silver Shadow of ~~Historic~~Israel ~~Shipwrecks~~to overseas militaries and governments, subject to U.S. government approvals, as well as to U.S.-based law enforcement agencies. In addition, the Company intends to leverage established supplier relationships for the sourcing and sale of personal ballistic protection equipment, including helmets, bullet-resistant vests, and shields, for both domestic and international clients.

~~During~~The Company ~~three~~is ~~seasons~~also ofengaged ~~treasure recovery~~in ~~operations~~ the ~~Company~~procurement ~~had~~and ~~contracted~~distribution ~~with~~of ~~entities~~small-caliber ~~for~~arms, ~~recoveries~~including onrifles ~~1715~~and ~~fleet~~pistols, ~~and~~along ~~other~~with ornewly ~~ancient~~developing firearms ~~wreck~~technologies. ~~sites~~Further ~~along~~initiatives include brokering the ~~coast~~ supply of ~~Florida.~~larger-scale ~~Thus,~~ammunition ~~during~~and ~~the~~artillery ~~2023~~through ~~search~~approved ~~season,~~overseas channels ~~recoveries~~for ~~were~~sale ~~made~~to ofU.S. ~~limited~~allies ~~quantities~~and ofother ~~artifact~~authorized ~~finds~~purchasers. ~~during~~The ~~the~~Company ~~treasure~~is ~~season. NAPC~~likewise ~~Defense,~~pursuing ~~Inc.~~opportunities ~~continued~~in the ~~pursuit~~brokering and distribution of aaarmored ~~reality~~vehicles orfor ~~other~~both ~~series~~domestic ~~during~~use ~~this~~and ~~fiscal~~international ~~year~~markets.

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.

ByIn March of 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~~States 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, NAPC Defense, Inc. intends to eventually develop other defense lines of technology ~~development~~ including small arms, suppressor technology development business, and other items of opportunity held by Native American Pride ~~Contstructors~~Constructors 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. onwas ~~acquisition~~able to secure the rights to the following items ~~made,~~as ~~including~~part of the deal:

●

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. ~~Including~~The ~~planned~~Company ~~showings~~attended ofvarious ~~the~~industry ~~technology~~and atnetworking ~~planned~~ conventions and conferences in Florida in June 2024, ~~and~~ in New Jersey in June 2024 and the visit ~~for~~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.

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.

AsThe ~~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~~corporate name in the State of Nevada to NAPC Defense, Inc. ~~Additional changes were made subsequently with the State of Florida for business registration, the SEC, and is in process for OTCMarkets.com.~~

At April 30, 2025 NAPC Defense, Inc. decided to discontinue its treasure and shipwreck recovery business in order to focus on its defense related business.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable to smaller reporting companies.

Item 2. Description of Property

We do not own any real estate or other properties.

Item 3. Legal Proceedings

~~In May of 2023, NAPC~~The ~~Defense,~~Company ~~Inc.~~is ~~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~~presently ~~through~~involved ~~on a contract for their services related to its regulation A offering~~ in ~~2022.~~any ~~The~~litigation, ~~Company~~except ~~has~~as ~~defended and~~noted ~~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~~below, ~~Inc.~~nor ~~in the county court. Such lawsuit~~ is ~~seeking~~it ~~$20,000~~aware ~~by Delmar. As~~ of ~~August~~any ~~1, 2024,~~pending ~~the~~or ~~suit~~threatened ~~was~~litigation ~~pending~~against us ~~dismissal~~of ~~for~~a ~~lack~~material ~~of prosecution~~nature.

In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that the Company 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 Delmar 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 April 30, 2025, the suit was pending dismissal for lack of prosecution.

Item 4. Mine Safety Disclosures

Not applicable to smaller reporting companies.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

Our common stock is presently quoted on the Pink Sheets under the symbol “BLIS”, as reflected below, though the current trading volume is small. No assurance can be given that any market for our common stock will continue in the future or be maintained. If an “established trading market” ever develops in the future, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the Securities and Exchange Commission by members of management, consultants, promissory note holders or others may have a substantial adverse impact on any such market and the sale of restricted securities by management or others may significantly depress the market price of the Company’s shares. There is currently a limited trading market for our securities on the Pink Sheets. We cannot assure when and if an active-trading market in our shares will be established, or whether any such market will be sustained or sufficiently liquid to enable holders of shares of our common stock to liquidate their investment in our company. If an active public market should develop in the future, the sale of unregistered and restricted securities by current shareholders may potentially have a substantial negative impact on any such market. The Company’s share price is quoted on the Pink Sheets. Accordingly, an investment in our securities should only be considered by those investors who do not require liquidity and can afford to suffer a total loss of their investment. An investor should consider consulting with professional advisers before making such an investment. Furthermore, the price of our common stock may be subject to a very high degree of volatility, which makes owning shares of our common stock highly risky. Shareholders may find it to be very difficult to deposit our shares into a brokerage account and should consult with a financial advisor before purchasing NAPC Defense Inc.’s shares.

Our stock price fluctuated between $0.~~0440~~0487 and $0.~~0044~~0004 for the year ended April 30, ~~2024~~2025 and $0.060440 and $0.010044 for the year ended April 30, ~~2023~~ 2024. The price of our shares may fluctuate significantly despite the absence of any apparent reason. In addition, our stock is thinly traded, leading to even greater volatility. You should expect this volatility to continue into the foreseeable future.

The following table reflects the high and low prices of our stock for each quarter during the periods ended April 30, ~~2024~~2025 and ~~2023~~2024:

Quarter Ended	High Price	Low Price
July 31, 2022	0.06	0.02
October 31, 2022	0.04	0.02
January 31, 2023	0.02	0.01
April 30, 2023	0.05	0.03
July 31, 2023	0.0440	0.0200
October 31, 2023	0.0290	0.0083
January 31, 2024	0.0150	0.0044
April 30, 2024	0.0300	0.0046
July 31, 2024	0.0487	0.0100
October 31, 2024	0.0268	0.0123
January 31, 2025	0.0210	0.0050
April 30, 2025	0.0179	0.0004

Approximate Number of Holders of Common Stock

AsAt of April 30, ~~2024~~2025, there were ~~168~~238,~~400~~251,~~211~~927 issued and outstanding shares of common stock held by a total of 35100 shareholders of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, ~~2024~~2025 and ~~2023~~2024.

Recent Sales and Other Issuances of Unregistered Securities

Purchase or Sale of our Equity Securities by Officers and Directors

During the years ended April 30, ~~2024~~2025 and ~~2023~~2024 there have been no sales of securities to officers and directors.

Item 6. Selected Financial Data

Not applicable to smaller reporting companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to provide a narrative of our financial results and an evaluation of our financial condition and results of operations. The discussion should be read in conjunction with our consolidated financial statements and notes thereto. A description of our business is discussed in Item 1 of this report, which contains an overview of our business as well as the status of our ongoing project operations.

Critical Accounting Estimates

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 year ended April 30, 2025 the Company’s Management determined that three of its vessels were impaired and the Company wrote down the carrying value of the vessels of $140,296 to $0, included in the loss from discontinued operations.

Non-cash equity grants

The Company recognizes all share-based payments to employees and service providers, including grants of employee stock options, as compensation expense in the audited financial statements based on their fair values. That expense will be recognized over the period during which an employee or service provider 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.

Results of operations

We have incurred recurring losses to date. Our consolidated 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 ~~August~~the ~~13,~~issuance ~~2024~~date of these financial statements.

Summary of the Year Ended April 30, ~~2024~~2025 Results of Operations Compared to the Year Ended April 30, ~~2023~~2024 Results of Operations

Revenue

The Company recorded revenue of $0 and ~~$85,000 and~~ during the years ended April 30, ~~2024~~2025 and ~~2023~~2024, respectively. Revenue in 2023 is due to the Company granting an exclusive license to use photographic and video rights of the Company’s treasure recovery activities for use to publicize non-fungible token sales as well as appearances by the Company persons for such publication and sales.

Operating Expenses

During the year ended April 30, ~~2024~~ 2025, the Company incurred ~~consulting~~general and ~~accounting~~administrative expense of $~~248~~1,~~722~~832,398, ~~labor~~rent expense of $73315,~~992~~070, ~~professional~~consulting ~~fees~~and ~~of $14,300, legal~~accounting ~~fees of $17,040, boat~~ expense of $~~108~~274,~~499~~864, ~~rent~~legal ~~expense~~fees of $942,~~600~~942, ~~general~~research and ~~administrative~~development ~~expense~~expenses of $9415,~~345~~632, and ~~depreciation~~professional ~~expense~~ fees of $174,~~222~~054.

During the year ended April 30, ~~2023~~ 2024, the Company incurred consulting and accounting expense of $~~148~~248,~~807~~722, ~~labor~~general ~~expense~~and ofadministrative ~~$24,218,~~expense ~~professional fees~~ of $7594,~~862~~345, legal ~~fees~~ fees of $7517,~~363~~040, ~~boat~~professional ~~expense~~fees of $~~127~~14,~~455~~300, ~~research~~ and ~~development~~rent ~~of $8,349, general and administrative~~ expense of $809,~~054 and depreciation expense of $8,914~~600.

Total operating expenses were $2,484,960 for the year ended April 30, 2025 versus $384,007 for the year ended April 30, 2024, an increase of $2,100,953 in 2025 or 547.1%. The increase in operating expenses for the year ended April 30, ~~2024~~2025 is largely attributable to ~~increased~~increases ~~consulting~~in general and ~~accounting~~ administrative expense of $991,~~915~~738,053 ~~increased~~which ~~labor~~includes ~~expenses~~ impairment expense of $491,~~744~~755,296, ~~increased~~rent ~~general~~expense of $305,470, consulting and ~~administrative~~accounting expense of $1426,~~291~~142, ~~and~~legal ~~increased~~fees ~~depreciation~~ of $825,~~308~~902, ~~which~~and isresearch aand ~~result~~development of ~~more~~$15,632. ~~exploration activity~~These ~~during~~increases ~~the~~offset ~~year~~decreases ~~ended~~in ~~April~~professional ~~30,~~fees ~~2024~~of $10,246.

Other Expenses

Total other expenses were $~~128~~748,~~266~~307 during the year ended April 30, ~~2024~~2025 and $~~477~~128,~~103~~266 during the year ended April 30, ~~2023.~~2024, ~~Other~~an ~~expenses~~increase ~~in 2024~~of ~~and~~$620,041 ~~2023~~or ~~were~~483.4% ~~due~~in to2025. ~~interest~~Other expenses. ~~The~~increased during ~~interest~~the ~~expense~~year ~~was~~ended aApril ~~result~~30, of2025 ~~interest~~primarily ondue ~~notes~~to ~~and~~increases ~~the amortization~~ of ~~the~~$314,772 ~~interest relating~~for tofinancing ~~the~~fees, ~~beneficial~~$248,667 ~~conversion~~for ~~features~~amortization of ~~several~~debt ~~convertible~~discount, $57,646 ~~promissory~~decrease ~~notes.~~in ~~Other~~interest ~~expenses~~expense, ~~were~~$67,000 ~~down~~for infair ~~2024~~value ~~due to the conversion~~ of ~~multiple~~warrants ~~notes~~, and ~~the~~$47,998 ~~commensurate~~for ~~decrease~~loss inon ~~interest~~extinguishment ~~expenses~~of ~~related to the notes~~debt.

Total other expenses were $128,266 during the year ended April 30, 2024 which was all related to interest expenses.

Discontinued Operations

During the year ended April 30, 2025, the Company had a loss from operations of discontinued operations of $143,732.

During the year ended April 30, 2024, the Company had a loss from operations of discontinued operations of $199,713.

Net Loss

For the year ended April 30, ~~2024~~2025 the Company incurred net losses of $~~711~~3,~~986~~376,999 versus net losses of $~~941~~711,~~125~~986, for the year ended April 30, ~~2023~~ 2024. The ~~decrease~~increase in net loss ~~was~~of ~~primarily~~$2,665,013 ~~attributable~~during the year ended April 30, 2025 was due to ~~decreased~~increases ~~interest~~in operating expenses inand ~~2024~~other expenses.

Deemed Dividend

During the year ended April 30, 2025, the Company had a deemed dividend of $82,913 related to a price protection exercise price adjustment on warrants.

Net Loss Applicable To Common Stockholders

During the year ended April 30, 2025, net loss applicable to common stockholders was $3,459,912. During the year ended April 30, 2024, net loss applicable to common stockholders was $711,986.

Liquidity and Capital Resources and Cash Requirements

Liquidity and capital resources

As at April 30, ~~2024~~2025, our total assets were $116,~~759,732~~452.

As at April 30, ~~2024~~2025, our current liabilities were $1,~~045~~163,~~060~~126 and stockholders’ ~~equity~~deficit was $~~714~~1,~~672~~146,674.

As of April 30, ~~2024~~2025, we had a net working capital deficit of $1,~~045~~146,~~060~~674.

Cash flows from operating activities

For the year ended April 30, 2025 net cash flows used in operating activities was $797,225

For the year ended April 30, 2024 net cash flows used in operating activities was $340,738.

~~For~~The ~~the~~increase ~~year~~in ~~ended~~cash ~~April~~used ~~30,~~in ~~2023~~operating ~~net~~activities ~~cash~~is ~~flows~~primarily ~~used~~attributable into ~~operating~~an ~~activities~~increase ~~was~~in ~~$424,056~~net loss.

~~The decrease in cash used in operating activities is attributable to decreased interest and boat expenses.~~8

Cash flows from investing activities

For the year ended April 30, 2024 net cash flows used in investing activities was $0. For the year ended April 30, 2023 net cash flows used in investing activities was $148,225.

The decrease in net cash flows used in investing activities was attributable to the purchase of two additional vessels during 2023, with no purchases in 2024.

Cash flows from financing activities

For the year ended April 30, 2025 cash flows provided by financing activities were $809,037.

For the year ended April 30, 2024 cash flows provided by financing activities were $134,016.

~~For~~The ~~the~~increase ~~year~~in ~~ended April 30, 2023~~ cash ~~flows~~ provided by financing activities ~~were~~is ~~$732,000~~attributable to an increase in proceeds from convertible notes payable and cash proceeds from the sale of common stock.

The decrease in cash provided by financing activities is attributable to decreased proceeds from the sale of common stock.

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 The Company will continue to rely on equity sales of ~~the Company’s~~ common shares and debt, including convertible promissory notes, 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. Future financing activities involving the sale of common stock under subscription agreements or entering into convertible promissory note agreements may cause substantial dilution to current shareholders and a significant decline in the price of our stock.

~~The Company~~Convertible ~~may~~Promissory ~~not~~Note 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. Our independent auditors believe, based on our financial results as of April 30, 2024, that such results raised substantial doubts about the Company’s 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.Dilution

The Company’s convertible notes payable may result in significant dilution to the current shareholders and result in a decrease in the price of the Company’s stock. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. There are additional terms and conditions contained in the notes that could result in the Company being required to issue a significant amount of shares and/or warrants to the lenders. 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 substantial decrease in the market price of the Company’s shares.

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 April 30, 2025, the Company had a working capital deficit of $1,146,674. 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 the issuance date of these financial statements.

The Company may not be able to continue as a going concern. The report of our independent auditors for the years ended April 30, 2025 and 2024 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.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated very negligible revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Recently Issued Accounting Pronouncements

~~The Company~~For ~~has~~a ~~implemented~~description ~~all~~of ~~new~~ accounting ~~pronouncements~~changes ~~that~~and ~~are~~recent accounting instandards, ~~effect.~~including ~~These pronouncements did not have any material impact on~~ the ~~consolidated~~expected ~~financial~~dates ~~statements~~of ~~unless~~adoption ~~otherwise disclosed,~~ and ~~the~~estimated ~~Company~~effects, ~~does~~if ~~not~~any, ~~believe~~on ~~that~~our ~~there~~consolidated ~~are~~financial ~~any other new accounting~~statements, ~~pronouncements~~see ~~that~~"Note ~~have~~3: ~~been~~Recent ~~issued~~Accounting ~~that~~Pronouncements" ~~might~~in ~~have~~the aconsolidated ~~material impact on its~~ financial ~~position~~statements orfiled ~~results~~with ofthis ~~operations~~Annual Report.

Off-Balance Sheet Arrangements

The Company ~~does~~has ~~not~~no ~~have any~~ off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on ~~the Company’s~~its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

NAPC Defense, Inc.

CONSOLIDATED FINANCIAL STATEMENTS

April 30, ~~2024~~2025 and ~~2023~~2024

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID #106)	F-2
Report of Independent Registered Public Accounting Firm	F-34
Consolidated Balance Sheets as of April 30, 2024 and 2023	F-5
Consolidated Balance Sheets as of April 30, 2025 and 2024	F-5
Consolidated Statements of Operations for the years ended April 30, 2024 and 2023	F-6
Consolidated Statements of Operations for the years ended April 30, 2025 and 2024	F-6
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended April 30, 2024 and 2023	F-7
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended April 30, 2025 and 2024	F-7
Consolidated Statements of Cash Flows for the years ended April 30, 2024 and 2023	F-8
Consolidated Statements of Cash Flows for the years ended April 30, 2025 and 2024	F-8
Notes to the Consolidated Financial Statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

NAPC Defense, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of NAPC Defense, Inc. (the “Company”) as of April 30, 2025, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had a net loss and cash used in operations since inception, and a working capital deficit of $1,146,674, at April 30, 2025. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

F-2

Critical Audit Matters

The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2025.

Boca Raton, Florida

September 11, 2025

F-3

(ASTRY LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
NAPC Defense, Inc.

(formerly Treasure & Shipwreck Recovery, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of NAPC Defense, Inc. (the Company) as of April 30, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended April 30, 2024, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024, and the results of its operations and its cash flows for the year ended April 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

(SIGNATURE)

~~Astra~~We ~~Audit~~have &served ~~Advisory~~as the Company’s auditor since 2024. PCAOB Firm ID#6920 Tampa, ~~LLC~~Florida August 13, 2024 3702 W Spruce St #1430 • Tampa, Florida 33607 • +1.813.441.9707

We have served as the Company’s auditor since 2024. PCAOB Firm ID#6920 Tampa, Florida August 13, 2024

3702 W Spruce St #1430 i Tampa, Florida 33607 i +1.813.441.9707

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Treasure & Shipwreck Recovery, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Treasure & Shipwreck Recovery, Inc. (the Company) as of April 30, 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended April 30, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023, and the results of its operations and its cash flows for the year ended April 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

3001 N. Rocky Point Dr. East Suite 200 ● Tampa, Florida 33607 ● 813.440-3527

F-3

Revenue Recognition

As described in Note 3 to the Company’s consolidated financial statements, the Company recognizes revenue in accordance with ASC 606, including licensing revenue. To determine whether the Company’s promise to provide a right to access its intellectual property or a right to use its intellectual property, the Company considers the nature of the intellectual property to which the customer will have rights.

We identified the Company’s application of revenue recognition as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

The primary procedures we performed to address these critical audit matters included the following:

●	We obtained the licensing agreement and management’s assessment of ASC 606 and performed the following procedures:
		-	Reviewed the licensing agreement for relevant terms.
		-	Reviewed management’s assessment and conclusion of ASC 606 in relation to the licensing agreement and evaluated the appropriateness of management’s application of their accounting policies in the determination of the revenue to be recognized.

We have served as the Company’s auditor since 2019.

PCAOB Firm ID#3289

Tampa, Florida

August 30, 2023

F-4

NAPC Defense, Inc. CONSOLIDATED BALANCE SHEETS As of April 30, ~~2024~~2025 and ~~2023~~2024

	April 30, 2024			April 30, 2023
	April 30, 2025			April 30, 2024
ASSETS
Current Assets
Current assets:
Cash	$	-11,812		$	~~206,722~~-
Total current assets		-			206,722
Prepaid listing fees		4,640			-
Fixed Assets
Prepaid consulting fees		-			54,599
Fixed assets, net of depreciation		143,732			161,095
Total current assets		16,452			54,599
Total fixed assets		143,732			161,095
Prepaid product rights		-			1,615,000
Other Assets
Security deposit		-			1,000
Prepaid product rights		1,615,000			-
Assets of discontinued operations, non-current		-			143,732
Security deposit		1,000			1,000
Total Assets	$	16,452		$	1,814,331
Total other assets		1,616,000			1,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total Assets	$	1,759,732		$	368,817
Current liabilities:
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable	$	25,000		$	17,536
Current liabilities
Accrued interest		115,996			287,577
Accounts payable	$	17,536		$	12,942
Related party advances		17,726			-
Accrued interest expenses		287,577			399,065
Customer deposits		8,700			8,700
Convertible notes payable, net of discounts		~~483~~806,~~641~~787			~~583~~483,641
Short term loans		8622,~~716~~925			2,700
Related party convertible loan		110,890			110,890
Related party short term loans		51,000			20,225
Related party convertible loans		64,992			174,681
Contingent liabilities		50,000			50,000
Total current liabilities		1,~~045~~163,~~060~~126			1,~~167~~045,~~938~~060
Total Liabilities		1,~~045~~163,~~060~~126			1,~~167~~045,~~938~~060
Commitments and contingencies (Note 8)
Commitments and Contingencies (Note 7)
Stockholders’ Equity (Deficit)
Stockholders’ Deficit (Equity)
Preferred stock, $0.001 par value; 100 shares authorized, 51 shares issued and outstanding		-			-
Common stock, par value $0.001; 200,000,000 shares authorized, 168,400,211 and 43,815,090 shares issued and outstanding at April 30, 2024 and 2023, respectively		168,416			43,816
Common stock, par value $0.001; 500,000,000 shares authorized, 238,251,927 and 168,400,302 shares issued and outstanding at April 30, 2025 and 2024, respectively		238,269			168,416
Common stock to be issued		118,500			118,500
Common stock to be issued (1,187,500 and 687,500 shares at April 30, 2025 and 2024)		120,432			118,500
Additional paid in capital		5,469,924			3,314,146
Additional paid-in capital		6,942,106			5,469,924
Unearned compensation		(54,599	)		-
Accumulated deficit		(8,447,481	)		(4,987,569	)
Accumulated deficit		(4,987,569	)		(4,275,583	)
Total Stockholders’ Deficit (Equity)		(1,146,674	)		769,271
Total Stockholders’ Equity (Deficit)		714,672			(799,121	)
Total Liabilities and Stockholders’ Equity	$	16,452		$	1,814,331
Total Liabilities and Stockholders’ Equity (Deficit)	$	1,759,732		$	368,817

See accompanying notes to the consolidated financial statements.

F-5

NAPC Defense, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS Years ended April 30, ~~2024~~2025 and ~~2023~~2024

	Year ended April 30, 2024			Year ended April 30, 2023
	For the Years Ended
REVENUES	$	-		$	85,000
	April 30, 2025			April 30, 2024
Cost of revenues		-			-
Revenue	$	-		$	-
Gross profit		-			~~85,000~~-
OPERATING EXPENSES
Operating expenses
Consulting and accounting		248,722			148,807
General and administrative		1,832,398			94,345
Boat expenses		108,499			127,455
Rent		315,070			9,600
General and administrative expenses		94,345			80,054
Consulting and accounting		274,864			248,722
Professional fees		14,300			75,862
Legal fees		42,942			17,040
Legal fees		17,040			75,363
Research and development		15,632			-
Rent		9,600			-
Professional fees		4,054			14,300
Labor		73,992			24,218
Boat expenses		-			-
Depreciation		17,222			8,914
Labor		-			-
Research and development		-			8,349
Total operating expenses		2,484,960			384,007
TOTAL OPERATING EXPENSES		583,720			549,022
Net loss from operations		(2,484,960	)		(384,007	)
NET LOSS FROM OPERATIONS		(583,720	)		(464,022	)
Other income (expense)
OTHER INCOME ( EXPENSES)
Amortization of debt discount		(248,667	)		-
Interest expense		(128,266	)		(477,103	)
Financing fees		(314,772	)		-
TOTAL OTHER EXPENSES		(128,266	)		(477,103	)
Loss on extinguishment of debt		(47,998	)		-
NET LOSS BEFORE INCOME TAXES		(711,986	)		(941,125	)
Gain on extinguishment of debt		750			-
Fair value of warrants issued		(67,000	)		-
Interest expense		(70,620	)		(128,266	)
Total other income (expense)		(748,307	)		(128,266	)
Net loss from continuing operations		(3,233,267	)		(512,273	)
Discontinued operations
Loss from operations of discontinued operations		(143,732	)		(199,713	)
Total discontinued operations		(143,732	)		(199,713	)
Loss before income taxes		(3,376,999	)		(711,986	)
Provision for income tax		-			-
NET LOSS	$	(711,986	)	$	(941,125	)
Net loss	$	(3,376,999	)	$	(711,986	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.02	)
Deemed dividend		(82,913	)		-
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		67,014,702			39,205,690
Net loss applicable to common stockholders	$	(3,459,912	)	$	(711,986	)
Basic and diluted net loss per share – Continuing operations	$	(0.02	)	$	(0.01	)
Basic and diluted net loss per shares – Discontinued operations	$	(0.00	)	$	(0.00	)
Basic and diluted net loss per share applied to common stockholders	$	(0.02	)	$	(0.01	)
Net Loss per share - basic and diluted	$	(0.02	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		200,548,989			67,014,702

See accompanying notes to the consolidated financial statements.

F-6

NAPC Defense, Inc. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) Years ended April 30, ~~2024~~2025 and ~~2023~~2024

	Preferred Stock				Common Stock						Common Stock			Additional Paid-in				Accumulated				Total Stockholders’
	Shares		Amount		Shares		Amount		~~Common Stock to be Issued~~Shares		to be Issued	~~Additional Paid-in Capital~~		Capital	~~Unearned compensation~~			Deficit	~~Accumulated Deficit~~			Equity (Deficit)	~~Total Stockholders’ Equity (Deficit)~~
Balance, April 30, 2022		51	$	-		9,488,502	$	9,489	$	118,500		$	2,335,529		$	-			$	(3,334,458	)		$	(870,940	)
Balance - April 30, 2023		51	$	-		43,815,090	$	43,186	687,500		$	118,500		$	3,314,146			$	(4,275,583	)		$	(799,121	)
Sale of common stock		-		-		22,936,665		22,937		-			489,698			-				-				512,635
Common stock issued for services		-		-		9,000,000		9,000	-			-			238,800				-				247,800
Shares issued for service		-		-		433,334		433		-			12,567			-				-				13,000
Conversion of debt and interest to common stock		-		-		20,585,212		20,600	-			-			346,978				-				367,578
Conversion of debt and interest to equity		-		-		10,956,589		10,957		-			313,988			-				-				324,945
Exploration investment		-		-		-		-	-			-			50,000				-				50,000
Warrants issued with debt		-		-		-		-		-			162,364			-				-				162,364
Shares issued for investment		-		-		95,000,000		95,000	-			-			1,520,000				-				1,615,000
Net loss		-		-		-		-	-	-		-	-		-	-			(711,986	~~(941,125~~)	)		(711,986	~~(941,125~~)	)
Balance, April 30, 2023		51	$	-		43,815,090	$	43,186	$	118,500		$	3,314,146		$	-			$	(4,275,583	)		$	(799,121	)
Balance - April 30, 2024		51		-		168,400,302		168,416	687,500			118,500			5,469,924				(4,987,569	)			769,271
Shares issued for services		-		-		9,000,000		9,000		-			238,800			(54,599	)			-				193,201
Common stock and warrants issued for cash		-		-		3,659,524		3,660	-			-			91,340				-				95,000
Conversion of debt and accrued expenses to equity		-		-		20,585,212		20,600		-			346,978			-				-				367,578
Conversion of debt and interest to common stock		-		-		26,843,134		26,844	-			-			569,160				-				596,004
Exploration investment		-		-		-		-		-			50,000			-				-				50,000
Common stock issued as commitment fees		-		-		31,596,430		31,596	500,000			1,932			115,080				-				148,608
Shares issued for investment		-		-		95,000,000		95,000		-			1,520,000			-				-				1,615,000
Relative fair value of warrants issued with convertible notes payable		-		-		-		-	-			-			292,832				-				292,832
Net loss		-		-		-		-		-			-			-				(711,986	)			(711,986	)
Common stock issued for finance fees		-		-		4,902,537		4,903	-			-			243,147				-				248,050
Balance, April 30, 2024		51	$	-		168,400,311	$	168,416	$	118,500		$	5,469,924		$	(54,599	)		$	(4,987,569	)		$	714,672
Common stock issued for services		-		-		1,100,000		1,100	-			-			12,460				-				13,560
Cashless exercise of warrants		-		-		1,750,000		1,750	-			-			(1,750	)			-				-
Fair value of warrants issued		-		-		-		-	-			-			67,000				-				67,000
Deemed dividend from warrant price protection		-		-		-		-	-			-			82,913				(82,913	)			-
Net loss		-		-		-		-	-			-			-				(3,376,999	)			(3,376,999	)
Balance - April 30, 2025		51	$	-		238,251,927	$	238,269	1,187,500		$	120,432		$	6,942,106			$	(8,447,481	)		$	(1,146,674	)

See accompanying notes to the consolidated financial statements.

F-7

NAPC Defense, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended April 30, ~~2024~~2025 and ~~2023~~2024

	Year ended April 30, 2024			Year ended April 30, 2023
	For the Years Ended
	April 30, 2025			April 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(711,986	)	$	(941,125	)
Net income (loss)	$	(3,376,999	)	$	(711,986	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		173,~~222~~436			817,~~914~~222
Amortization of discount		-			21,114
Stock compensation		13,560			193,201
Stock compensation		193,201			13,000
Amortization of debt discount		248,667			-
Financing fees		314,787			-
Loss on impairment of assets		1,755,296			-
Loss on extinguishment of debt		47,998			-
Fair value of warrant issued		67,000			-
Changes in operating assets and liabilities:
Security deposits		-			10,000
(Increase) decrease in prepaid expenses		49,959			-
Account payable		4,594			(17,408	)
Increase (decrease) in deposits		1,000			-
Accrued interest expenses		156,231			481,449
Increase (decrease) in accounts payable		7,464			4,594
CASH FLOWS USED IN OPERATING ACTIVITIES		(340,738	)		(424,056	)
Increase (decrease) in accrued interest payable		70,607			156,231
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) operating activities		(797,225	)		(340,738	)
Purchase of fixed assets		-			(148,225	)
CASH FLOWS USED IN INVESTING ACTIVITIES		-			(148,225	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			675,000
Cash proceeds from sale of common stock and warrants		95,000			-
Proceed from sales of convertible notes		-			-
Proceeds from convertible notes payable		705,000			-
Increase in notes payable		84,016			-
Proceeds from short-term loans related party		77,000			84,016
Proceeds from related party loan		50,000			7,000
Proceeds from related party advances		17,726			50,000
Contingent liability		-			50,000
Payment of short-term loans related party		(26,000	)		-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		134,016			732,000
Payments of related party convertible loans		(59,689	)		-
NET INCREASE (DECREASE) IN CASH		(206,722	)		159,719
Net cash provided by (used in) financing activities		809,037			134,016
Cash, beginning of period		206,722			47,003
Net change increase in cash		11,812			(206,722	)
Cash, end of period	$	-		$	206,722
Cash - beginning of the period		-			206,722
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash - end of the period	$	11,812		$	-
Cash paid for interest expense	$	-		$	-
Supplemental disclosures of cash flows
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Supplemental disclosures of non-cash investing and financing activities:
Product rights prepaid in common stock	$	1,615,000		$	-
Warrants issued with convertible notes	$	292,832		$	-
Debt and interest converted to equity	$	367,578		$	324,945
Conversion of notes payable & accrued interest	$	596,004		$	367,578
Common stock issued as commitment fees recorded as debt discount	$	144,108		$	-
Deemed dividend	$	82,913		$	-
Product rights prepaid in common stock	$	-		$	1,615,000

See accompanying notes to the consolidated financial statements.

F-8

NAPC Defense, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Years ended April 30, 2024 and 2023

~~Note~~NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

~~Treasure & Shipwreck Recovery,~~Corporate Inc (“TSR” 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 changed its name to NAPC Defense, Inc. in April 2024.History

~~TSR Holdings~~NAPC Defense, Inc., awas ~~wholly owned~~incorporated ~~subsidiary,~~in the State of Nevada on ~~August~~January 2224, ~~2019~~2016 as Beliss Corp. On April 1, 2024, the Company’s ~~operating~~changed ~~vehicle~~its name to NAPC Defense, Inc. with the State of Nevada to reflect its focus on the ~~recovery~~military ofarms ~~sunken~~and ~~treasure~~law ~~from~~enforcement ~~historic shipwrecks~~field. The Company ~~was~~will produce ~~originally~~and ~~focused~~supply onCornerShot® ~~the~~units ~~development~~under license from Silver Shadow of ~~high~~Israel ~~impact~~to ~~internet~~overseas ~~marketing,~~militaries ~~search~~and ~~engine~~governments, ~~optimization~~subject ~~(“SEO”)~~to ~~software~~U.S. ~~and~~Government ~~techniques~~approval, ~~and~~as well as to U.S.-based law enforcement agencies. The Company is pursuing contracts for the ~~development~~CornerShot® system as well as developing its own proprietary line of ~~digital~~small ~~properties~~arms, ~~(collectively~~including ~~“Internet~~pistols, ~~Marketing”)~~for commercial and government sales.

~~Note~~Additionally, 2the –Company ~~GOING~~has ~~CONCERN~~entered into partnerships for the distribution of ballistic protection products through Extremis, and less-than-lethal products with Lamperd Less Lethal of Canada.

~~These consolidated~~The ~~financial~~Company ~~statements~~also ~~have~~intends ~~been~~to ~~prepared~~sell onand ahas ~~going~~direct ~~concern~~lines of ~~basis~~sourcing personal ballistics protection for personnel, ~~which~~such ~~assumes~~as ~~the~~helmets, ~~Company~~bullet ~~will~~resistant bevests ~~able~~and toshields ~~realize~~for ~~its assets~~overseas sale and ~~discharge~~domestic sale ~~its~~to ~~liabilities~~US inentities. In addition, the ~~normal~~Company ~~course~~will ofuse ~~business~~contacts and sources for the ~~foreseeable~~sale ~~future.~~of ~~The~~small ~~Company~~caliber ~~has~~arms ~~incurred~~in ~~net~~form ~~losses since~~of ~~inception,~~rifles ~~which~~and pistols ~~raises~~including ~~substantial~~newly ~~doubt~~developing ~~about~~technologies ~~the~~and ~~Company’s~~products ~~ability~~for tooverseas ~~continue~~and asdomestic asales. ~~going~~Other ~~concern.~~areas ~~Based~~of onbrokering ~~its~~existing ~~historical~~contacts ~~rate~~from overseas of ~~expenditures,~~larger ~~the~~scale ~~Company~~ammunition ~~expects~~and toartillery ~~expend~~from ~~its~~overseas ~~available~~sources ~~cash~~is inbeing ~~less~~followed ~~than~~from ~~one~~known ~~month~~sources ~~from~~of ~~August~~supply ~~13,~~for ~~2024. Management’s~~brokered ~~plans~~sales ~~include~~to ~~raising~~US ~~capital~~approved ~~through~~allies ~~the~~and ~~equity~~other ~~markets~~countries. toThe ~~fund~~brokering ~~operations~~of ~~and,~~armored ~~eventually,~~vehicles ~~the~~for ~~generation~~domestic ofpurchase ~~revenue~~and ~~through~~overseas ~~its~~sales ~~business.~~is also being pursued. The Company ~~does~~has ~~not~~developed ~~expect~~and will continue to ~~generate~~develop ~~any~~its ~~significant~~own ~~revenues~~line ~~for~~of ~~the~~silencers ~~foreseeable~~and ~~future.~~small Atarms ~~April~~in 30pistols, ~~2024~~while it has entered into additional fields of ballistics and other less than lethal products, ~~the~~as ~~Company~~well ~~had~~as apursuit ~~net working~~of ~~capital~~numerous ~~deficit~~other categories of ~~$1,045,060~~law enforcement and defense related technologies. The ~~Company~~company ishas indisposed ~~immediate~~of ~~need~~most ofall ~~further~~former ~~working~~business ~~capital~~line related assets and is ~~seeking~~focused ~~options,~~solely ~~with~~on ~~respect~~Defense toand ~~financing,~~other inrelated ~~the~~industries ~~form~~since ofApril ~~debt~~30, ~~equity~~2025 orreporting ~~a combination thereof~~date.

~~Failure~~NOTE to2 ~~raise~~– ~~adequate~~GOING 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 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 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 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.CONCERN

These 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 and used net cash in its operations since inception. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from the issuance date of these financial statements. Management’s plans include raising capital through the equity markets to fund operations and the generation of revenue through its business. The Company does not expect to generate any significant revenues for the foreseeable future. At April 30, 2025, the Company had a net working capital deficit of $1,146,674. 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.

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 for a period of twelve months from the issuance of these financial statements; however, the accompanying 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 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.

F-9

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 5 – Notes Payable and Convertible Notes Payable, for further information regarding the Company’s convertible notes payable and notes that are currently in default.

~~Note~~NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies of NAPC Defense, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements. The Company’s year-end is April 30.

Principles of Consolidation

The consolidated financial statements ~~of the Company~~ include the consolidated accounts of NAPC Defense, ~~Holdings~~Inc. and its wholly-owned subsidiaries, NAPC Defense Media Group, Inc. and TSR Holdings, Inc. NAPC Defense Media Group, Inc. and TSR Holdings, ~~which~~Inc. ~~are~~do ~~wholly owned~~not ~~subsidiaries~~have any operations. Intercompany transactions ~~accounts~~ and ~~transactions~~balances have been eliminated ~~in consolidation~~.

Use of Estimates

The process of preparing consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Significant estimates for the years ended April 30, ~~2024~~2025 and ~~2023~~2024 include ~~the~~ ~~useful~~valuation ~~life~~ of property, plant and equipment, valuation of intangible assets, valuation allowances against deferred tax assets, and the fair value of non cash equity transactions.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation. These related to (i) reclassifications from fixed assets, net of depreciation to assets of discontinued operations, non-current, (ii) reclassification between short term loans and related party short term loans, (iii) reclassification between short-term loans and related party convertible loans, (iv) reclassification of operating expenses to loss from operations of discontinued operations, and (v) reclassification from unearned compensation to prepaid consulting fees. For the year ended April 30, 2024, fixed assets, net of depreciation changed from $143,732 per filed to $0 per revised. The amount of $143,732 was reclassified to assets of discontinued operations, non-current. For the year ended April 30, 2024, short terms loans of $63,791 were reclassified to related party convertible loans. For the year ended April 30, 2024, short term loans changed from $22,925 per filed to $2,700 per revised. For the year ended April 30, 2024, related party short term loans changed from $0 per filed to $20,225 per revised. For the year ended April 30, 2024, boat expense and labor expense changed from $108,499 and $73,992, respectively per filed to $0 per revised. The total amount of $199,713 was reclassified to loss from operations of discontinued operations. This caused the operating expenses to change from $583,720 per filed to $384,007. For the year ended April 30, 2024, $54,599 was reclassified from unearned compensation to prepaid consulting fees.

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 April 30, ~~2024~~2025 and ~~$206,722 at April 30, 2023~~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 $250,000. As of April 30, ~~2024~~2025, the Company had $0 in excess of the FDIC insured limit.

F-9

Research and Development Expenses

Expenditures for research and development are expensed as incurred.

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards ~~Codification~~Board’s (“~~ASC~~FASB”) ~~606,~~Accounting ~~Revenue~~Standards ~~from~~Codification contracts with customers. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s“ASC”) ~~with~~ aTopic ~~customer~~606, ~~Step 2: Identify the performance obligations in the contract, Step 3: Determine the transaction price, Step 4: Allocate~~“Revenue ~~the~~from ~~transaction~~Contracts ~~price~~with toCustomers” ~~the performance obligations in the contract and Step 5: Recognize revenue when~~ (or“ASC as606”) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and ~~closing~~all ~~balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when~~ the ~~entity typically~~related ~~satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; and d~~amendments. ~~Significant judgments, and changes in judgments, made in applying the requirements to those contracts.~~

The ~~Company~~core ~~offers~~principle noof ~~discounts,~~ASC ~~rebates,~~606 ~~rights~~requires that an entity recognize revenue to depict the transfer of ~~return,~~promised goods or ~~other~~services ~~allowances~~ to ~~clients~~customers in an amount that reflects the consideration to which ~~would~~the ~~result~~Company expects to be entitled in ~~the~~exchange ~~establishment~~for ofthose ~~reserves~~goods or services. ASC ~~against~~606 ~~service~~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. ~~Additionally~~recognition process than required under GAAP, toincluding ~~date~~identifying performance obligations in the contract, estimating the ~~Company~~amount ~~has~~of ~~not~~variable ~~incurred~~consideration ~~incremental~~to ~~costs~~include in ~~obtaining~~the atransaction ~~client~~price ~~contract~~and allocating the transaction price to each separate performance obligation.

~~Licensing Revenue~~F-10

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.

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.

All of the Company’s revenue in 2023 consists of revenue pursuant to a Media Use and License Agreement, which was determined to be Functional IP.

Basic Loss per Share

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 April 30, ~~2024~~2025 and ~~2023~~2024 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. As of April 30, ~~2024~~2025 and ~~2023~~2024, there were approximately 11127,~~867~~072,~~909~~970 and 16 11,~~322~~867,~~590~~909 shares of common stock underlying our outstanding convertible notes payable and warrants, respectively.

Fair Value of Financial Instruments

~~The~~Fair value is defined as the exchange price that ~~carrying~~would ~~amounts~~be ofreceived ~~financial~~for ~~assets~~an ~~and~~asset ~~liabilities,~~or ~~such~~paid asto ~~cash,~~transfer ~~accounts~~a ~~payable,~~liability ~~short~~(an ~~term~~exit ~~loans,~~price) ~~and~~in the ~~Company’s~~principal ~~related~~or most advantageous market for the asset ~~party~~or ~~convertible~~liability, ~~loan~~in ~~from~~an aorderly ~~shareholder~~transaction ~~approximate~~between ~~their~~market participants on the measurement date. Valuation techniques used to measure fair value ~~values~~must ~~because~~maximize the use of ~~the~~observable ~~short~~inputs ~~maturity~~and minimize the use of ~~these~~unobservable ~~instruments~~inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, 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.~~

F-10

Impairment of Long-Lived and Intangible Assets

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.

F-11

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.’s management has determined that the intellectual property should be impaired based on the Company not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company elected to write down the value of the intellectual property to $0 which is included in general and administrative expenses in the statement of operations for the year ended April 30, 2025.

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 or service provider 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 ~~Notes Payable~~Debentures

The Company ~~accounts~~adheres ~~for~~to ~~convertible~~the ~~notes~~guidance ~~deemed~~in Accounting ~~conventional~~Standards ~~and~~Updated ~~conversion~~(“ASU”) ~~options embedded in non~~2020-~~conventional~~06, Accounting ~~convertible~~for ~~notes~~Convertible ~~which~~Instruments ~~qualify~~and asContracts ~~equity under ASC 815,~~ in ~~accordance~~an ~~with~~Entity’s ~~the~~Own ~~provisions~~Equity. ofASU ~~ASC 470~~2020-~~20,~~06 ~~which~~simplifies ~~provides~~an ~~guidance~~issuer’s on accounting for convertible ~~securities~~ ~~with~~instruments ~~beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term~~and ~~obligations~~its ~~expected~~application ~~to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales~~ of ~~future~~the ~~revenue, increasing~~derivatives ~~rate~~scope ~~debt,~~exception ~~debt~~for ~~that~~contracts ~~includes~~in ~~covenants,~~its ~~revolving~~own ~~credit agreements subject to lock-box arrangements and subjective acceleration clauses~~equity. ~~Accordingly~~Additionally, ~~the~~ASU ~~Company~~2020-06 ~~records,~~removes ~~as a discount to convertible notes,~~ the ~~intrinsic value of such conversion options based upon~~requirements ~~the~~for ~~differences~~accounting ~~between~~for ~~the~~beneficial ~~fair value of the underlying common stock at the commitment date of the note transaction and the effective~~ conversion ~~price embedded in the note~~features. ~~Debt discounts under these arrangements are amortized over the term of the related debt.~~

Convertible Notes

Given that the Convertible Notes, Warrants and Common Stock (“Commitment Shares”) that were issued in a singular transaction are not subject to subsequent fair value accounting treatment, Management determined the relative fair value method shall be used for allocating the proceeds of the transaction. Under the relative fair value method, the instrument being analyzed is allocated a portion of the proceeds based on its fair value to the sum of the fair value of all the instruments covered in the allocation.

Customer Deposits

Customer deposits ~~discloses~~are an amount paid by a customer prior to the Company providing it with goods or services. The Company has an obligation to to provide the goods or services to the customer or to return the money. The Company had $8,700 in customer deposits as of April 30, ~~2024~~ 2025 and ~~2023~~2024.

Leases

The Company accounts for leases under ASU 842. 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 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 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.

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.

F-12

Discontinued Operations

A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period.

Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of our wholly-owned subsidiaries, NAPC Defense Media Group, Inc,, and TSR Holdings, Inc. The discontinued operations exclude general corporate allocations.

Segment Information

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The Company has adopted this standard in the current fiscal year. The Company has determined that it has one reportable segment, which includes defense related business including generating revenue and incurring expenses. The Company will focus on the production and supply of CornerShot® units under license from Silver Shadow of Israel to overseas militaries and governments, subject to U.S. Government approval, as well as to U.S.-based law enforcement agencies. The single segment was identified based on how the Chief Operating Decision Maker, who the Company has determined to be its Chief Executive Officer, manages and evaluates performance and allocates resources.

Recent Accounting Pronouncements

~~All other~~In ~~recent~~November ~~accounting~~2024, ~~pronouncements~~the FASB issued byASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the ~~FASB~~income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including ~~its~~but ~~Emerging~~not ~~Issues~~limited ~~Task~~to, ~~Force~~depreciation, amortization, ~~the~~and ~~American~~employee ~~Institute~~compensation. Entities will also be required to provide a qualitative description of ~~Certified~~the amounts remaining ~~Public~~in ~~Accountants~~relevant expense captions that are not separately disaggregated quantitatively, ~~and~~disclose the ~~Securities~~total amount of selling expenses and, in ~~Exchange~~annual ~~Commission~~reporting ~~did~~periods, ~~not~~provide ora ~~are~~definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not ~~believed~~expect bythe ~~management~~adoption of this new guidance to have a material impact on the ~~Company’s present or future consolidated~~ financial statements.

~~Note~~In December 2023, the Financial Accounting Standards 4Board –(the ~~FIXED~~“FASB”) ~~ASSETS~~issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 in its fourth quarter of 2026. ASU 2023-09 allows for adoption using either a prospective or retrospective transition method.

~~Fixed~~All other recent accounting pronouncements are not ~~assets~~believed atby ~~April~~management ~~30,~~to ~~2024~~have ~~and~~a ~~2023~~material ~~are~~impact ~~summarized~~on ~~below:~~the Company’s present or future consolidated financial statements.

~~Schedule~~NOTE of4 ~~Fixed~~– ~~Assets~~ INTELLECTUAL PROPERTY INCLUDING PRODUCT RIGHTS, CONTRACTUAL RIGHTS AND RELATED INFORMATION

Fixed Assets	April 30, 2024			April 30, 2023
Diving Vessel	$	36,390		$	36,390
Magnetometer		24,000			24,000
Diving Vessel (Boston Whaler)		10,800			10,800
Diving Vessel (Commander)		137,425			137,425
Accumulated Depreciation		(64,883	)		(47,520	)
Fixed Assets, Net	$	143,732		$	161,095

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 related 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.

~~Depreciation~~In ~~expense~~March ~~was~~of ~~$17~~2024 the Company issued 95,~~222~~000,000 ~~and~~shares of its restricted common stock valued at $81,~~914~~615,000 ~~for~~to NAPC, LLC which was shown on the ~~years~~accompanying ~~ended~~consolidated balance sheet as prepaid asset as of April 30, 2024. The shares were issued for the purchase of the product rights, expertise and ~~2023~~knowledge necessary to commercialize the product rights, ~~respectively~~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.’s management has determined that the intellectual property should be impaired based on the Company’s not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company impaired the balance of $1,615,000 of the intellectual property to $0 which is included in general and administrative expenses in the accompanying consolidated statement of operations for the year ended April 30, 2025.

F-1113

~~Note~~NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

Related Party Convertible ~~Loan~~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 April 30, ~~2024~~2025 and ~~2023~~2024.

On April 20, 2022, the Company entered into a convertible note payable with an individual who iswas a member of the Company’s Board of Directors. The convertible note payable, with a face value of $50,000, bears interest at 10.0% per annum and was due on July 21, 2022. 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 $0.05. 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. This convertible promissory note was converted to common stock during the year ended April 30, 2024.

On ~~August~~February 1, ~~2023,~~2024 the Company entered into a master convertible corporate note ~~payable~~agreement with anNative ~~individual~~American ~~who~~Pride isConstructors, aLLC (“NAPC, ~~member~~LLC”). ofNAPC, ~~the~~LLC ~~Company’s~~advanced ~~Board~~$63,791 ~~of Directors. The~~to ~~note~~NAPC ~~payable~~Defense, ~~with~~Inc. aduring ~~face~~the ~~value~~year ofended ~~$50~~April 30,~~000,~~ ~~bears~~2024 ~~interest~~to atcover 10various operating expenses.0% ~~per~~The ~~annum~~loan ~~and~~balance is ~~due on August 1, 2024. The~~ convertible ~~note~~into ~~payable~~the isshares ~~convertible~~of ~~upon~~NAPC ~~default~~Defense, Inc. at the ~~note~~discretion ~~holder’s~~of ~~option, into~~ the ~~Company’s~~NAPC, ~~common~~LLC ~~shares~~ at a ~~fixed conversion~~ rate of $0.0103 per share. The ~~conversion of the~~ note ~~into~~does ~~shares~~not ofpay ~~the~~interest ~~Company’s~~and ~~common~~there ~~stock~~ is ~~potentially~~no ~~highly~~specific ~~dilutive to~~time ~~current~~frame ~~shareholders.~~for Ifrepayment of the ~~note~~principal ~~holder~~balance. ~~elects~~During ~~to sell~~ the ~~shares~~year ended ~~that~~April it30, ~~has~~2025 ~~acquired~~the asCompany arepaid ~~result~~$59,689 of ~~converting~~principal ~~the~~to ~~note into shares of common stock~~NAPC, ~~then~~LLC. ~~any~~The ~~such~~balances ~~sales~~owed ~~may~~on ~~result~~the innote awere ~~significant~~$4,102 ~~decrease~~and in$63,791 ~~the~~at ~~market~~April 30, ~~price~~2025 ofand ~~the~~April ~~Company’s~~30, ~~shares~~2024, respectively.

~~On February 1, 2024 the Company~~Related ~~entered~~Party ~~into~~Short aTerm 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. At April 30, 2024 the balance owed on the note was $63,791.Loans

On November 19, 2024 a shareholder provided a loan to NAPC Defense, Inc., in the amount of $16,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The Company repaid the loan and the balance due to the shareholder was $0 as of April, 30, 2025.

On December 16, 2024 an officer of the Company provided a loan to NAPC Defense, Inc., in the amount of $10,000. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The Company repaid the loan and the balance due to the officer was $0 as of April, 30, 2025.

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 balance due was $6,000 as of April, 30, 2025.

On March 04, 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 balance due was $15,000 as of April, 30, 2025.

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 balance due was $30,000 as of April, 30, 2025.

Short Term Loans

As of ~~January~~April 3130, 2025 and April 30, 2024, the Company had short term loans totaling $22,925. ~~This~~and ~~consists of two loans totaling~~ $2,700 ~~and $20,225~~respectively. ~~All~~For ~~loans~~the ~~are~~year ~~unsecured, non-interest~~ended ~~bearing and due on demand. As of~~ April 30, ~~2023,~~2025 ~~the~~short ~~Company~~term ~~had~~loans aconsist ~~loan~~of two loans totaling $2,700 ~~with~~and a$20,225. ~~non-related~~These ~~party.~~two ~~This~~loans ~~loan is~~are unsecured, non-interest bearing and due on demand.

F-14

Year Ended April 30, 2025 New Convertible Notes Payable

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

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.

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 principle and accrued interest. The common stock was recorded at its relative fair value of $13,090 as a debt discount.

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. 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.

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.

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.

F-15

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 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 Notes Payable From Prior Periods

On May 5, 2021, the Company entered into a convertible note payable with a corporation. The note payable, with 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 May 5, 2023. The Company issued 8,354,717 shares of the its restricted common stock for the conversion of $150,000 of the principal balance, $23,916 of accrued interest, and $60,000 of fees for this note. The transaction completely settled the note and the principle balance of the note at April 30, 2025 is $0.

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 principle and accrued interest. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. 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. The Company issued 3,121,750 shares of its restricted common stock for the conversion of $34,280 of principal, $76,537 of accrued interest, and $1,730 of fees of this note. The principle balance of the note at April 30, 2025 is $180,000.

F-16

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 15.0% per annum and was due on February 6, 2023. This note is currently in default due to non payment of principle and accrued interest. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at a fixed conversation rate of $0.10. 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. The Company issued 9,500,000 shares of its restricted common stock valued at $110,000 for the conversion of $67,139 of the principal balance and $69,055 of accrued interest of this note. The principle balance of the note at April 30, 2025 is $60,060.

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 April 30, 2025 and April 30, 2024. The loan balance of $50,000 was included in the convertible loans payable, related party at April 30, 2024.

Convertible Promissory Note Settlement

Year Ended April 30, 2025

On May 1, 2024, the Company agreed to issue 5,866,667 shares of the its restricted common stock valued at $173,653 to settle the principal balance of $112,975 and accrued interest of $12,681 for a convertible promissory note dated 04/26/21. The transaction completely settled the loan, the balance of the note at April 30, 2025 is $0.

Year Ended April 30, 2024

During the year ended April 30, 2024, the Company issued 10,083,007 shares of its restricted common stock valued at $173,653 to settle the principal balance of $112,975 and accrued interest of $12,681 for a convertible promissory note dated 05/07/21. The transaction completely settled the loan, the balance of the note at April 30, 2024 was $0.

Convertible Notes Payable

The following table reflects the convertible notes payable as of April 30, ~~2024~~2025 and April 30, ~~2023~~2024:

Schedule of Notes Payable

	Issue Date	Maturity Date		April 30, 2025 Principal Balance			April 30, 2024 Principal Balance		Rate	Conversion Price
Convertible notes payable
	04/26/2021	04/26/2023	*	$	-		$	112,975	15.00%	$0.028
	05/05/2021	05/05/2022	*		-			150,000	10.00%	0.100
	05/19/2021	02/19/2023	*		180,000			150,000	10.00%	0.010
	12/06/2021	02/06/2023	*		60,060			70,666	15.00%	0.010
	08/01/2023	03/27/2024	*		50,000			-	10.00%	0.010
	06/16/2024	06/16/2025			150,000			-	10.00%	0.028
	07/03/2024	07/03/2025			75,000			-	10.00%	0.028
	08/12/2024	08/12/2025			30,000			-	10.00%	0.020
	10/17/2024	10/17/2025			75,000			-	10.00%	0.020
	12/16/2024	12/25/2025			10,000			-	10.00%	0.020
	12/18/2024	12/18/2025			15,000			-	10.00%	0.020
	12/18/2024	12/18/2025			5,000			-	10.00%	0.020
	12/20/2024	12/19/2025			250,000			-	10.00%	0.020
	01/16/2025	01/15/2026			5,000			-	10.00%	0.020
	01/30/2025	01/29/2026			5,000			-	10.00%	0.020
	03/19/2025	12/31/2025			75,000			-	10.00%	0.020
	03/19/2025	12/31/2025			75,000			-	10.00%	0.020
	04/18/2025	04/19/2026			5,000			-	10.00%	0.020
	04/20/2025	05/01/2026			5,000			-	10.00%	0.020

Unamortized discounts					(263,273	)		-
Balance convertible notes payable				$	806,787		$	483,641

	Issue Date	Maturity Date	April 30, 2024 Principal Balance		April 30, 2023 Principal Balance		Rate	Conversion Price
Convertible notes payable, in default
Face Value	4/26/2021	4/26/2023	$	112,975	$	112,975	15.00%	0.028
Face Value	5/5/2021	5/5/2022		150,000		150,000	10.00%	0.10
Face Value	5/7/2021	2/1/2023		-		100,000	10.00%	0.10
Face Value	5/19/2021	2/19/2023		150,000		150,000	10.00%	0.10
Face Value	12/06/2021	2/6/2023		70,666		70,666	15.00%	0.10
Balance convertible notes payable, in default			$	483,641	$	583,641

* Notes that were in default as of the year ended April 30, 2025 due to non payment of principle and/or accrued interest.

~~The Company recorded interest expense related to the amortization of debt discounts on these notes of $0 and $21,114 for the years ended April 30, 2024 and 2023, respectively.~~F-17

~~Convertible Notes Payable and Notes Payable, in~~Accrued ~~Default~~Interest

~~The~~As ~~Company~~of ~~does~~April ~~not~~30, ~~have~~2025 ~~additional~~and ~~sources~~2024, the balance of ~~debt~~accrued orinterest ~~equity~~for ~~financing~~the toCompany’s ~~refinance or pay off its~~ convertible notes payable ~~that~~was ~~are~~$108,059 ~~currently~~and in$283,975, ~~default~~respectively. IfAs ~~the~~of ~~Company~~April ~~is unable to obtain additional capital~~30, ~~such~~2025 ~~lenders~~and ~~may file suit~~2024, ~~including~~the balance ~~suit~~of toaccrued ~~foreclose~~interest onfor the ~~assets~~Company’s ~~held~~related asparty ~~collateral~~short ~~for~~term ~~the~~loans ~~obligations~~was ~~arising under~~$757 ~~the~~and ~~secured~~$0, ~~notes~~respectively. IfAs ~~any~~ of ~~the~~April ~~lenders~~30, ~~file~~2025 and ~~suit~~2024, ~~to foreclose on~~ the ~~assets~~balance ~~held~~of asaccrued ~~collateral,~~interest ~~then~~for the Company’s ~~may~~short beterm ~~forced to~~loans ~~significantly~~was ~~scale~~$7,180 ~~back~~and or$3,602, ~~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~~respectively.

~~The convertible notes that have been issued by the~~NOTE ~~Company~~6 ~~are~~– ~~convertible at the lender~~STOCKHOLDERS’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. DEFICIT

~~F-12~~Common Stock

~~Note~~On February 20, 2025, the Company filed with the 6State –of ~~STOCKHOLDERS’~~Nevada ~~DEFICIT~~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. At April 30, 2025 the Company had 500,000,000 authorized shares of common stock.

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

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

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

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

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

4,902,537 shares valued at $284,050 based on the closing market price on the date of issuance for loan financing fees;

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

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

Series A Preferred Stock

On May 1, 2020, the Company’s Board authorized the creation of 100 Series A preferred shares. The Series A preferred shares ~~will~~was planned to pay a quarterly payment based upon ~~gaming~~ treasure operations under the former business operations for revenue sharing, which all 100 Series A preferred shares ~~will~~were to receive twenty percent of ~~NAPC Defense, Inc.’s portion of~~ the ~~game~~ ~~revenue~~operations from ~~its~~recoveries ~~game~~at ~~app.,~~sea ~~which~~at ~~equates~~the ~~to thirteen percent of total game gross revenues~~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. ~~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 April 30, ~~2024~~2025 and ~~2023~~2024 the Company had 51 shares of Series A preferred shares outstanding.

F-18

Warrants

~~There~~The ~~were~~following notable ~~warrants~~reflects ~~issued during~~ the ~~year ended April 30, 2024. There were 5,921,666~~ warrants outstanding at ~~a strike price of $0.06 granted during the year ended~~ April 30, ~~2023.~~2025 and 2024:

At April 30, 2024, there were 6,894,666 warrants with a weighted average exercise price of $0.17, weighted average remaining life of 1.50 years, and an average intrinsic value of $0.11. There were no warrants granted during the year ended April 30, 2024. A total of 282,667 warrants expired during the year ended April 30, 2024. At April 30, 2023 there were 7,177,333 warrants with a weighted average exercise price of $0.17, weighted average remaining life of 2.25 years, and an average intrinsic value of $0.11.

Number of Warrants	Number of Warrants			Weighted- Average Exercise Price		Weighted- Remaining Term
Outstanding at April 30, 2023		7,177,333		$	0.09		1.1428
Granted		-
Exercised		-
Cancelled		(5,921,666	)
Outstanding at April 30, 2024		1,255,667		$	0.25		2.1438
Granted		51,645,715		$	0.02		2.2574
Warrants issued under full ratchet price protection		3,214,286			0.02		4.16
Exercised		(3,500,000	)
Cancelled		-
Outstanding at April 30, 2025		52,615,668		$	0.02		2.46

~~Note~~The 54,860,001 warrants issued during the year ended 7April –30, ~~COMMITMENTS~~2025 ~~AND~~consisted ~~CONTINGENCIES~~of the following:

1,250,000 warrants were issued in connection with subscription agreements;

47,035,715 warrants were issued in connection with convertible debt financings;

	·	3,360,000 warrants were issued as additional consideration to a prior note holder*; and
	·	3,214,286 warrants issued for full ratchet price protection.

*A prior note holder was issued 140,000 warrants in connection with a debt financing from 2021. The Company and the note holder had a verbal agreement to issue this note holder an additional 3,360,000 warrants during the year ended April 30, 2025. These warrant were recorded at their fair value of $67,000. During the year ended April 30, 2025, this warrant holder cashless exercised 3,500,000 warrants which included the 140,000 original warrants and the additional 3,360,000 warrants resulting in the issuance of 1,750,000 shares of common stock.

During the year ended April 30, 2025, the Company recorded a deemed dividend in the amount of $82,913 as a result of 3,214,286 additional warrants issuable due to full ratchet price protection.

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


Quoted market price on valuation date	$	0.0086 - .0347
Exercise price	$	0.02 – 0.028
Expected life (in years)		1 - 5 Years

Equivalent volatility		219.18 – 397.40	%
Interest rates		3.60 - 4.50	%

NOTE 7 – 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 April 30, ~~2024~~2025, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

In May of 2023, NAPC Defense, Inc. was sued in county court over a contract by the firm of Delmar which contends that the Company 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 April 30, 2025, the suit was pending dismissal and awaiting court dates.

F-19

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, ~~Treasure~~the ~~& Shipwreck~~Company ~~Recovery, Inc.~~ granted the user entity (the “Licensee”) an exclusive license to use photographic and video rights of ~~Treasure~~NAPC ~~& Shipwreck Recovery~~Defense, Inc. ’s then treasure recovery activities for use to publicize non-fungible token sales as well as appearances by ~~Treasure & Shipwreck Recovery, Inc.~~ persons for such publication and sales. The authority to use the works includes the right to visit and photograph or video activities of ~~Treasure~~NAPC ~~& Shipwreck Recovery~~Defense, Inc. treasure recovery operations~~, interviews of Treasure & Shipwreck Recovery, Inc persons, crew or captains, as well as posts about the treasure industry by Treasure & Shipwreck Recovery, Inc~~. ~~on media channels provided by the Licensee and other media sources. Treasure & Shipwreck Recovery, Inc. also agreed~~The ~~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 Treasure & Shipwreck Recovery, Inc. after the 2023 treasure season. The Licensee agreed to pay to ~~Treasure &~~NAPC ~~Shipwreck Recovery~~Defense, Inc. an initial net rights fee of $85,000. ~~Treasure~~NAPC ~~& Shipwreck Recovery~~Defense, Inc. ~~shall~~was to 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. ~~Treasure~~The &Licensor ~~Shipwreck~~never ~~Recovery,~~fully ~~Inc.~~developed ~~shall~~the ~~have~~Media ~~the~~related ~~right~~business and as toof ~~review~~April ~~all~~30, ~~revenues~~2025, ~~and~~no ~~expenditures~~such byactivity ~~the~~had ~~Licensee~~occurred, ~~related~~nor tois ~~the~~it ~~Media~~expected ~~Use~~to ~~and~~occur ~~License~~in ~~Agreement~~its former form.

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 ~~Treasure~~NAPC ~~& Shipwreck Recovery~~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, ~~Treasure~~NAPC ~~& Shipwreck Recovery~~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 ~~Treasure~~NAPC ~~& Shipwreck Recovery~~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, ~~Treasure~~NAPC ~~& Shipwreck Recovery~~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. NAPC ~~This~~Defense, ~~amount~~Inc. ismay ~~recorded~~never ashave ato ~~contingent~~pay ~~liability~~the onlender under this agreement because the ~~consolidated~~Company ~~balance~~has ~~sheets~~discontinued its treasure recovery its operations.

~~Trademark~~Commercial ~~and~~Office ~~Usage~~Space ~~Purchase~~Lease Agreement ~~Gaming and Media Rights Payments~~

~~Treasure~~NAPC &Defense ~~Shipwreck Recovery,~~ Inc. . entered into a ~~Trademark~~lease ~~and~~agreement ~~Usage~~on ~~Purchase~~May ~~Agreement~~1, on2024 ~~March~~with 5,a ~~2020,~~related ~~Purchase~~party. ofOn ~~Trademark~~August 1, ~~Graphics~~2024, ~~Related Media~~the ~~and~~lease ~~Product~~agreement ~~Materials.~~was ~~Under~~amended to change the ~~terms~~term of the ~~agreement,~~lease ~~Treasure~~from &fixed ~~Shipwreck~~period ~~Recovery~~to month-to-month. The base rent of the lease was $25,000 ~~Inc~~per month. This space is ~~obligated~~made toup ~~pay~~of ~~ten~~over 8,000 ~~percent~~square feet of ~~the~~office ~~gaming~~and ~~rights~~assembly space with a 10,000 square foot warehouse for material and ~~five~~product ~~percent~~storage. ofThe ~~television~~lease ~~media~~also ~~revenue,~~has ~~which~~parking spaces ~~shall~~for beemployees and additional spaces for ~~rights~~trailers, ofetc. for the ~~gaming~~company. ~~name~~See ~~rights,~~Note as8 – Related Party Transactions. Due to ~~used~~the inshort ~~all~~term ~~such~~nature ~~app,~~of ~~online~~the orlease ~~other~~the ~~gaming~~Company ashas ~~owned~~determined bythat ~~Treasure~~the &lease ~~Shipwreck~~is ~~Recovery~~not subject to accounting under ASC 842. Rent expense for the year ended April 30, ~~Inc~~2025 was $315,070. ~~and~~At ~~any~~April ~~television~~30, ~~related media~~2025 the Company had a payable of $25,000 for rent.

~~F-13~~NOTE 8 – RELATED PARTY TRANSACTIONS

~~Note~~Period 8ended –April ~~INCOME~~30, ~~TAXES~~2025:

~~The~~On ~~Company~~May ~~adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-~~1~~. The Company has no tax position at April 30~~, 2024, ~~for~~NAPC ~~which~~Defense, ~~the~~Inc. ~~ultimate~~entered ~~deductibility~~into a islease ~~highly~~agreement ~~certain but~~ for ~~which~~13,000 ~~there~~square isfeet ~~uncertainty about the timing~~ of ~~such~~commercial ~~deductibility.~~office ~~The~~space ~~Company~~and ~~does~~40,000 ~~recognize~~square ~~interest~~feet ~~accrued related~~of towarehousing ~~unrecognized tax benefits in interest expense~~ and ~~penalties~~parking inwith ~~operating~~a ~~expenses.~~related ~~No such interest or penalties were recognized~~party, ~~during~~with ~~the~~base ~~period~~month ~~presented.~~rent ~~The~~of ~~Company had no accruals for interest and penalties at April 30~~$25,000 ~~2024~~(See ~~and~~Note ~~2023~~7). ~~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 April~~Period ~~30, 2024 and 2023 was $1,047,389 and $897,872, respectively. The net change in valuation allowance during the years~~ ended April 30, 2024 and 2023 were $149,517 and $197,636, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 2024 and 2023. All tax years since inception remains open for examination only by taxing authorities.:

~~Reconciliation~~On March ~~between~~26, 2024 The Company entered into an Agreement for Acquisition (the ~~provision~~“Agreement”) with a disabled veteran Native American ~~for~~and ~~income~~woman ~~taxes~~owned limited liability company, Native American Pride Constructors, 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 ~~expected~~business ~~tax~~leads, ~~benefit~~letter of ~~using~~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 ~~federal~~agreement ~~statutory~~subject ~~rate~~to final approval of ~~21%~~the enumerated items, to be acquired by the Company and in exchange for restricted ~~2024~~common share of the Company. The Board determined that it would enter the defense and ~~2023:~~law enforcement arena as an additional business realm and is only acquiring rights to such defense related contracts, rights, defense business model, and the identified persons to build the defense industry business arm. The Company did not acquire any interest in the limited liability company, but starting its own defense related business, while purchasing the potential contract rights, and other matters.

~~Schedule~~The Company issued 95,000,000 shares of ~~Effective~~its ~~Income~~restricted common ~~Tax~~stock ~~Rate~~valued ~~Reconciliation~~at $1,615,000 and shown on the accompanying consolidated balance sheet as prepaid product rights as of April 30, 2024 to the limited liability company. The Company elected to classify the shares as a prepaid asset pending the closing of the deal. The shares were issued for purchase of the business rights, leads, and contracts and are 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 on May 1, 2025. NAPC Defense, Inc.’s management has determined that the intellectual property should be impaired based on the Company not having closed sales and licensing deals for CornerShot and related products and services as of April 30, 2025. Accordingly, the Company impaired the balance of $1,615,000 of the intellectual property to $0 which is included in general and administrative expenses in the accompanying consolidated statement of operations for the year ended April 30, 2025.

	For the Year Ended			For the Year Ended
	April 30, 2024			April 30, 2023
Income tax at federal statutory rate		21.00	%		21.00	%
Valuation allowance		(21.00	%)		(21.00	%)
Income tax expense		-			-

F-20

~~The~~In ~~Company~~June ~~has~~of a2023, ~~net~~the ~~operating~~Company ~~loss~~issued ~~carryforward~~to ~~for~~a ~~tax~~former ~~purposes~~related ~~totaling~~party $4director,~~987,569~~ ~~at April 30, 2024, expiring through 2035. There is a limitation on~~ the amount of ~~taxable~~2,525,618 ~~income~~shares ~~that~~for ~~can~~debt beconversion ~~offset~~and bysatisfaction of ~~carryforwards after~~ a ~~change~~note infor ~~control (generally greater than a~~ $50%,000, ~~change~~including $25,769 in ~~ownership).~~accrued ~~Temporary differences~~interest, ~~which~~at ~~give~~the ~~rise~~rate toof a$0.03 ~~net~~per ~~deferred tax asset, are as follows:~~share.

Schedule of Deferred Tax Assets and Liabilities

	As of April 30, 2024			As of April 30, 2023
Non-current deferred tax assets:
Net operating loss carryforward	$	4,987,569		$	4,275,583
Tax rate		21	%		21	%
Deferred tax asset		1,047,389			897,872
Valuation allowance		(1,047,389	)		(897,872	)
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.

Note 9 – RELATED PARTY TRANSACTIONS

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, 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 such defense related contracts, rights, defense business model, and the identified persons to build the defense industry business arm. The Company is not acquiring any interest in the limited liability company, but starting its own defense related business, while purchasing the potential contract rights, and other matters.

The Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 and shown on the accompanying consolidated balance sheet as prepaid product rights as of April 30, 2024 to the limited liability company. The Company elected to classify the shares as a prepaid asset pending the closing of the deal. The shares were issued for purchase of the business rights, leads, and contracts and are subject to issuance under control of Craig Huffman until sign off and final determination of certain contingent terms and conditions. After the deal is finalized pending due diligence and other considerations then the shares will be released from control for distribution to the individual parties specified in the agreement, the limited liability company will not be the owner of the shares. The share issuance is shown in prepaid assets and the accompanying consolidated balance sheet as of April 30, 3024.

As of April 30, 2024 and April 30, 2023, an officer of the Company has provided a loan to TSR 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 $60,890 as of January 31, 2024 and April 30, 2023.

In June of 2023, the issuer 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.

During the years ended April 30, 2024 and 2023, the Company paid its President $48,900 and $93,350 respectively, for services provided which are included in operating expenses in the consolidated statements of operations.

The above transactions and amounts are not necessarily what third parties would agree to.

~~F-14~~Related Party Loans

~~Note~~See 10Note –5 ~~SUBSEQUENT~~- ~~EVENTS~~Notes Payable for information regarding related party loans.

~~Subsequent~~NOTE to9 ~~April~~– ~~30,~~DISCONTINUED ~~2024, the Company issued shares of its common stock as follows:~~OPERATIONS

i)At April ~~sales~~30, of2025 2NAPC Defense,~~292~~ Inc. decided to discontinue its treasure and shipwreck recovery business in order to focus on its defense related business. Accordingly,~~857~~ ~~shares~~the ofCompany ~~restricted~~categorized ~~common~~its ~~stock~~treasure ~~under~~and ~~subscription~~shipwreck ~~agreements~~recovery business as discontinued operations for ~~proceeds~~the year ~~received~~ended ofApril ~~$60~~30,~~000;~~ 2025 and 2024.

~~ii)~~The operating ~~12,628,574~~results ~~shares~~for todiscontinued ~~settle~~operations ahave ~~total~~been ofpresented ~~$195,076~~in the accompanying consolidated statements of operations for the ~~principal~~year ended ~~balances~~April 30, ~~accrued~~2025 ~~interest~~ and ~~fees~~2024 ofas ~~various~~discontinued ~~convertible~~operations ~~notes~~and ~~payable;~~are summarized below:

iii) issuance of 1,666,667 shares to settle a $50,000 vessel loan and treasure recovery agreement; and

	Year Ended April 30,
	2025		2024
Total revenue	$	-	$	-
Operating expenses		143,732		199,713
Income from operations		-		-
Other expenses		-		-
Loss from operations of discontinued operations	$	143,732	$	199,713

~~iv)~~The assets ~~issuance~~and ofliabilities ~~1,196,430 shares~~ of ~~restricted~~the ~~common~~discontinued ~~stock~~operations ~~valued~~ at ~~$40~~April 30,~~916~~ ~~for~~2025 ~~loan~~and ~~financing~~2024 ~~fees.~~are summarized below:

The Company also entered into the following convertible note agreements:

	April 30, 2025		April 30, 2024
Current assets	$	-	$	-
Other assets		-		-
Total Assets of discontinued operations, current		-		-

Property and equipment, net		-		143,732
Assets of discontinued operations, non-current		-
Total Assets	$	-	$	143,732

Contingent liability		-		-
Liabilities of discontinued operations, current		-		-

Liabilities of discontinued operations, non-current		-		-
Total Liabilities	$	-	$	-

~~(i)~~Property ~~A convertible note with a face value of $150,000, annual rate of interest of 10% that is convertible into shares at $0.028~~ and ~~that is due on June 16, 2025; and~~equipment

~~(ii)~~Fixed assets, Aat ~~convertible~~cost, ~~note~~for ~~with~~the adiscontinued ~~face~~operations ~~value~~consisted of ~~$75,000,~~the ~~annual~~following ~~rate of interest of 10% that is convertible into shares~~ at ~~$0.028~~April ~~and that is due on July 3~~30, 2025 and 2024:

On June 3, 2024, the Company increased the authorized shares per Nevada Statute under Article from 200,000,000 to 300,000,000 as filed with the State of Nevada per the requirements of necessary business transactions which were developing.

Fixed Assets	April 30, 2025			April 30, 2024
Diving Vessel	$	36,390		$	36,390
Magnetometer		-			24,000
Diving Vessel (Boston Whaler)		-			10,800
Diving Vessel (Commander)		-			137,425
Accumulated Depreciation		(36,390	)		(64,883	)
Fixed Assets, Net	$	-		$	143,732

~~F-15~~Depreciation expense for the discontinued operations for the years ended April 30, 2025 and 2024 was $3,346 and $17,222, respectively.

Impairment expense for the discontinued operations was $140,296 for the year ended April 30, 2025.

F-21

NOTE 10 – SERVICES REVENUE

For the years ended April 30, 2025 and 2024 the Company’s revenues were $0, respectively.

NOTE 11 – 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 April 30, 2025 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 April 30, 2025 and 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 April 30, 2025 and 2024 was $1,308,887 and $1,047,389, respectively. The net change in valuation allowance during the years ended April 30, 2025 and 2024 was $261,498. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 2025 and 2024. All tax years since inception remains open for examination only by taxing authorities.

Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2025 and 2024:

	For the Year Ended			For the Year Ended
	April 30, 2025			April 30, 2024
Income tax at federal statutory rate		21.00	%		21.00	%
Valuation allowance		(21.00	%)		(21.00	%)
Income tax expense		-			-

The Company has a net operating loss carryforward for tax purposes totaling $6,232,797 at April 30, 2025, which may be carried forward indefinitely. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

	As of April 30, 2025			As of April 30, 2024
Non-current deferred tax assets:
Net operating loss carryforward	$	6,232,797		$	4,987,569
Tax rate		21	%		21	%
Deferred tax asset		1,308,887			1,047,389
Valuation allowance		(1,308,887	)		(1,047,389	)
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 net losses every year since inception management does not believe that there is any income tax liability for past years.

F-22

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to April 30, 2025 the Company issued the following shares of restricted common stock and warrants as follows:

21,125,000 shares for loan origination fees (500,000 of these shares were included in to be issued as of April 30, 2025);

4,535,714 shares for the exercise of warrants for aggregate proceeds of $45,357;

8,968,041 shares for the conversion of $89,682 of the aggregate amount of principal, accrued interest and fees of a convertible promissory note;

1,377,778 shares issued under subscription agreements for proceeds of $13,778.

20,910,714 warrants issued for convertible promissory notes and a subscription agreement.

Subsequent to April 30, 2025 the Company entered into the following convertible note agreements and loans:

A convertible note dated May 2, 2025 with a face value of $27,500, an original issue discount of $2,500, proceeds to the Company of $25,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on August 2, 2025;

A convertible note dated May 19, 2025 with a face value of $5,000, an original issue discount of $500, proceeds to the Company of $4,500, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on May 20, 2026;

A loan dated June 23, 2025 in the amount of $18,800 with a related party who is the Company’s CEO. The loan has an annual interest rate of 10% and is due on demand;

A convertible note dated June 23, 2025 with a face value of $50,000, proceeds to the Company of $50,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on June 24, 2026;

A loan dated July 01, 2025 in the amount of $20,000 with a related party individual lender. The loan has an annual interest rate of 10% and is due on demand.

A convertible note dated July 2, 2025 with a face value of $55,000, an original issue discount of $5,000, proceeds to the Company of $50,000, an annual rate of interest of 10% that is convertible into shares at $0.02 and that is due on October 1, 2025;

A convertible note dated July 18, 2025 with a face value of $27,500, an original issue discount of $2,500, proceeds to the Company of $25,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on October 17, 2026;

	-	A convertible note dated July 21, 2025 with a face value of $13,750, an original issue discount of $1,250, proceeds to the Company of $12,500, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on October 21, 2025; and

	-	A convertible note dated August 21, 2025 with a face value of $150,000, an original issue discount of $15,000, proceeds to the Company of $135,000, an annual rate of interest of 10% that is convertible into shares at $0.01 and that is due on August 22, 2026. The note also states that the lender will receive monthly performance bonus payments of $500 per unit of the CornerShot product manufactured and delivered by the Company upon receipt of customer payment, limited to 100% of the loan value.

Subsequent to April 30, 2025 the Company issued convertible notes with a conversion price of $0.01, which is lower than the exercise price of $0.028 of previously issued warrants, triggering full ratchet price protection for the warrants and resulting in an additional approximately 11,786,000 warrants issuable. This results in a deemed dividend amount of approximately $118,000.

Subsequent to April 30, 2025 the following convertible notes went into default:

A convertible promissory note dated June 16, 2024 that was due on June 16, 2025;

A convertible promissory note dated July 03, 2024 that was due on July 03, 2025;

A convertible promissory note dated August 12, 2024 that was due on August 12, 2025;

A convertible promissory note dated May 2, 2025 that was due on August 2, 2025; and

A convertible promissory note dated May 2, 2025 that was due on August 2, 2025.

F-23

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures.

(a) Management’s Annual Report on Internal Control over Financial Reporting.

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 April 30, ~~2024~~2025. 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~~ multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial ~~statements~~ statements and other information presented herewith are materially correct.

Internal Control Over Financial Reporting

As of April 30, ~~2024~~2025, 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 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~~weaknesses 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~~preparing ~~and~~the ~~designing~~Company’s ~~internal~~accounting ~~controls~~records and financial statements. 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 management’s 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.

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.

910

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 April 30, ~~2024~~2025, 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 year ended April 30, ~~2024~~2025.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

Directors of the Company are elected by the shareholders to a term of one year and serve until their successors are replaced by the Board, or elected and qualified. Officers of the Company are appointed by the Board of Directors to a term of one year or longer under any agreement and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees. There was no compensation paid to members of the Board of Directors for their services as Directors of the Company for the year ended April 30, 2024 and 2025.

The name, age and position of the company officers and director is set forth below:

Name	Age	Position	Since
Edward K. West	age 6465	Chief Executive Officer and ~~Director~~Chairman of the Board of Directors	~~since appointment of~~ March 26, 2024
John Spence	age 3334	Treasurer, Chief Financial Officer and Director of the Company	March 26, 2024
Stephen L. Gurba	age 67	President and Director	March 26, 2024
Evelyn Gurba	age 61	Outside Director	March 26, 2024
Evelyn Gurba	age 60	Outside Director	March 26, 2026
Derrick West	age 43	Outside Director	March 26, 2024
Derrick West	age 42	Director	March 26, 2024

Corporate Governance

The Company does not have a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its Board of Directors consists of only one director whom is not independent, as he is also an officer. There is no independent audit committee financial expert because it is believed the cost related to retaining a financial expert at this time is prohibitive due to the current circumstances of the Company. Further, because there are only minimal operations at the present time, it is believed the services of a financial expert are not warranted.

1011

Conflicts of Interest

The Company does not currently foresee any conflict of interest.

Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the company directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of its common stock. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the company with copies of all Section 16(a) forms they file. The Company intends to ensure to the best of its ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.

Item 11. Executive Compensation

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officer paid by us during the years ended April 30, ~~2024~~2025 and ~~2023~~2024, in all capacities for the accounts of our executives, including the President and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

Name and Principal Position	~~Period~~Year ~~End~~Ended	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Craig Huffman(1)	04/30/~~2024~~25		—-		—-		—-		—-		—-		—-		4830,~~900~~250		4830,~~900~~250
President, CFO	04/30/2023		—		—		—		—		—		—		93,350		93,350
Chief Legal Officer	04/30/24		-		-		-		-		-		-		48,900		48,900
Edward K. West(2)	04/30/25		-		-		-		-		-		-		-		-
CEO	04/30/24		-		-		-		-		-		-		-		-
John Spence(3)	04/30/25		-		-		-		-		-		-		25,650		25,650
CFO	04/30/24		-		-		-		-		-		-		-		-

(1) ~~During~~Craig Huffman was the Company’s Chief Legal Officer during the years ended April 30, ~~2024~~2025 and ~~2023~~2024. Mr. Hufman was the Company’s ~~did~~previous ~~not~~President ~~pay~~and ~~any~~CFO ~~stock~~and ~~based~~resigned ~~compensation,~~from ~~options~~those positions in March of 2024. During the years ended April 30, or2025 ~~bonuses~~and to2024 the Company paid Mr. Huffman’s law firm for providing legal and strategic consulting services.

(2)

Edward K. West was appointed as the Company’s CEO in March of 2024, During the years ended April 30, 2025 and 2024 the Company did not pay any salary, stock based compensation, options, or bonuses to Mr. West.

(3)

John Spence was appointed as the Company’s CFO in March of 2024, During the years ended April 30, 2025 and 2024 the Company paid a limited liability company controlled by Mr. Spence for providing financial and strategic services.

Narrative Disclosure to Summary Compensation Table

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No executive officer received any equity awards, or holds exercisable or unexercisable options, for the year ended April 30, ~~2024~~2025.

Long-Term Incentive Plans

There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for our director or executive officer.

Compensation Committee

The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Security Holders Recommendations to Board of Directors

The Company welcomes comments and questions from the shareholders. Shareholders can direct communications to the ~~Chairman~~Chief ofLegal ~~the Board of Directors and President~~Counsel, Craig A. Huffman, at our executive offices. However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all communications. Management attempts to address shareholder questions and concerns in press releases and documents filed with the SEC so that all shareholders have access to information about the Company at the same time. Craig A. Huffman collects and evaluates all shareholder communications. All communications addressed to the Board of Directors and executive officers will be reviewed by Craig A. Huffman, unless the communication is clearly frivolous.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following tables set forth certain information regarding beneficial ownership of our capital stock as of the date hereof by (i) each person whom we know to beneficially own more than five percent (5%) of any class of our common stock, (ii) each of our directors, (iii) each of the executive officers and (iv) all our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned.

Our total authorized capital stock consists of ~~168~~500,~~400~~000,~~211~~000 shares of common stock, $0.001 par value per share. As of April 30, ~~2024~~2025, there were ~~168~~238,~~400~~251,~~211~~927 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to our stockholders.

This table reflects shares that were issued and outstanding as of April 30, ~~2024~~2025.

	Shares of		Percentage of
	common stock		common shares
	beneficially owned		beneficially owned 2
Name and Address of Beneficial Owners 1
NAPC, LLC		95,000,000		56.41	%
Pawan Putra, LLC		25,000,000		10.49	%
All beneficial holders as group (two persons or entities)		95,000,000		56.41	%
Edward K. West		17,560,000		7.37	%
Craig Huffman		4,000,000		1.68	%
John Spence		2,000,000		0.84	%
Derrick V. West		2,000,000		0.84	%
Evelyn Gurba		533,334		0.22	%
All beneficial holders as group (two persons or entities)		51,093,334		21.45	%

(1) Unless otherwise indicated, the address of each person listed below is c/o ~~Treasure~~NAPC ~~& Shipwreck Recovery~~Defense, Inc., ~~13046~~4910 ~~Racetrack~~Creekside ~~Road~~Orive, ~~#234,~~Suite ~~Tampa,~~K Clearwater. Florida ~~33626~~33760.

(2) Percentages are based on ~~168~~238,~~400~~251,~~211~~927 shares of common stock issued and outstanding at April 30, ~~2024~~2025.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

AsOn ofMarch ~~April 30~~26, 2024 The Company entered into an Agreement for Acquisition (the “Agreement”) with a disabled veteran Native American and ~~April~~woman owned limited liability company, 30Native American Pride Constructors, ~~2023~~LLC, anthat ~~officer~~is ofinvolved ~~the~~with ~~Company~~government construction contracts as its primary business, and has ~~provided~~access to a ~~loan~~license toopportunity ~~NAPC~~with ~~Defense~~intellectual property rights as held, ~~Inc.~~the ~~under~~business aleads, ~~convertible~~letter ~~promissory~~of ~~note.~~intent ~~This~~for ~~convertible~~overseas ~~promissory~~sales overseas ~~note~~opportunity isfor ~~unsecured~~Saudi Arabia, ~~non-interest~~other ~~bearing,~~foreign sales of arms related items under US approved transactions, and ismatters ~~convertible~~specified ~~into~~in the ~~common~~agreement ~~shares~~subject to final approval of the enumerated items, to be acquired by the Company ~~stock~~and atin ~~$2.75~~exchange ~~per~~for restricted common share of the Company. The Board determined that it would enter the defense and ~~due~~law onenforcement ~~demand.~~arena as an additional business realm ~~The~~and ~~balance~~is ~~due~~only acquiring rights to such defense related contracts, rights, defense business model, and the ~~officer~~identified ~~was~~persons ~~$60~~to build the defense industry business arm. The Company did not acquire any interest in the limited liability company,~~890~~ asbut ofstarting ~~April~~its 30own defense related business, ~~2024~~while ~~and~~purchasing ~~April~~the 30potential contract rights, ~~2023~~and other matters.

OnThe ~~February~~Company 1issued 95,000,000 ~~2024~~shares ~~the~~of ~~Company~~its restricted ~~entered~~common ~~into~~stock avalued ~~Master~~at ~~Convertible~~$1,615,000 ~~Corporate~~and ~~Note~~shown ~~Agreement~~on ~~with~~the ~~Native~~accompanying ~~American~~consolidated ~~Pride,~~balance ~~LLC.~~sheet ~~Native~~as ~~American~~prepaid ~~Pride,~~product ~~LLC~~rights ~~advanced~~as ~~$63~~of April 30,~~791~~ 2024 to ~~NAPC~~the ~~Defense,~~limited ~~Inc~~liability company. ~~during~~The Company elected to classify the ~~year~~shares ~~ended~~as ~~April~~a 30prepaid asset pending the closing of the deal. The shares were issued for purchase of the business rights, ~~2024~~leads, and contracts and are subject to ~~cover~~issuance ~~various~~under ~~operating~~control ~~expenses~~of the Company’s prior president until sign off and final determination of certain contingent terms and conditions. The ~~loan~~shares ~~balance~~were isvalued ~~convertible~~based ~~into~~ on the closing ~~shares~~price of ~~NAPC~~the ~~Defense,~~Company’s ~~Inc.~~stock aton the ~~discretion~~date of the ~~Native~~agreement. ~~American~~Upon ~~Price~~completion of due diligence and a verification of certain terms and conditions, the deal closed and the shares issued to NAPC, LLC atwere reclassified from a ~~rate~~prepaid ofasset $0to intellectual property.03 NAPC ~~per~~Defense, ~~share~~Inc.’s ~~The~~management ~~note~~has ~~does~~determined ~~not pay~~that ~~interest~~the ~~and~~intellectual ~~there~~property isshould nobe ~~specific~~impaired ~~time~~based ~~frame~~on the Company’s not having closed sales and licensing deals for ~~repayment~~CornerShot ofand ~~the~~related ~~principal~~products ~~balance.~~and Atservices as of April 30, ~~2024~~2025. Accordingly, the Company impaired the balance ~~owed~~of on$1,615,000 of the ~~note was~~intellectual property to $630 which is included in general and administrative expenses in the accompanying statement of operations for the year ended April 30,~~791~~ 2025.

The Company entered into a month to month lease agreement for 13,000 square feet of commercial office space and 40,000 square feet of warehousing and parking with a related party, with base month rent of $25,000.

Related Party Loans

See Note 5 - Notes Payable for information regarding related party loans.

Except for the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which the Company was or is a party since the beginning of the last fiscal year, or in any proposed transaction to which the Company proposes to be a party:

●

(A) any of the director(s) or executive officer(s);

●

(B) any nominee for election as one of the Company’s directors;

●

(C) any person who is known by the Company to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to the Company’s Common Stock, or

●

(D) any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A),(B) or (C) above.

There are not currently any conflicts of interest by or among the Company’s current officer, director, key employee or advisors. The Company has not yet formulated a policy for handling conflicts of interest, if any arise; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

1214

Item 14. Principal Accountant Fees and Services

~~On July 26, 2024 NAPC Defense,~~Change ~~Inc.~~in ~~notified Accell~~ Audit and Compliance, LLC (“Accell”), the Company’s independent accounting firm, that it had elected to change accounting firms and, therefore, was dismissing Accell. On July 26, 2024, the Company engaged Astra Audit &Compliance (“Astra”) as its new independent accounting firm.Firms

~~For~~On ~~the~~June ~~years ended April 30~~26, ~~2024~~2025 ~~and~~NAPC ~~2023~~Defense, ~~the~~Inc. ~~Company~~notified ~~paid~~Astra $0Audit ~~and~~& ~~$0 respectively~~Compliance, inLLC ~~fees~~(“Astra”) ~~related~~the toCompany’s ~~services~~independent ~~rendered by our principal~~accounting ~~accountant~~firm, ~~for~~that ~~professional~~it ~~services~~had ~~rendered~~elected ~~for~~to ~~the~~change ~~audit~~accounting firms and, ~~review~~therefore, ofwas ~~our~~dismissing ~~consolidated financial statements~~Astra. ~~April~~On 30June 26, ~~2024 and 2023~~2025, the Company ~~paid~~engaged ~~$42,000~~Salberg & ~~and $33~~Company,~~250,~~ inP.A. ~~fees~~(“Salberg”) ~~related~~as toits ~~services~~new ~~rendered~~independent byaccounting ~~our previous principal accountant for professional services rendered for the audit and review of our financial statements~~firm.

Principal Accountant Fees and Services	Year Ended April 30, 2025		Year Ended April 30, 2024
Audit Fees - Astra	$	31,815	$	21,038
Audit Fees – Salberg		42,000		-
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	73,815	$	21,038

Audit Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” These fees were for professional services incurred in connection with accounting consultations and consultations regarding financial accounting and reporting standards.

There were no such services by our principal accountants for the years ended April 30, 2025 and 2024.

Tax Fees

~~For~~These ~~the~~amounts ~~years~~consisted ~~ended~~of ~~April~~the ~~30,~~aggregate ~~2024~~fees ~~and~~billed ~~2023,~~for ~~the~~each ~~Company~~of ~~paid~~the $0last intwo ~~fees~~fiscal years for ~~professional~~tax services ~~rendered~~including ~~related~~tax tocompliance ~~services~~and ~~rendered~~the bypreparation ~~our~~of ~~principal accountant for~~ tax ~~compliance,~~returns ~~tax advice,~~ and tax ~~planning~~consultation services.

There were no such services by our principal accountant for the years ended April 30, 2025 and 2024.

All Other Fees

~~The~~These ~~Company~~amounts ~~did~~consisted ~~not~~of ~~incur~~the ~~any~~aggregate ~~other~~ fees ~~related~~billed toin ~~services~~each ~~rendered~~of bythe ~~our~~last ~~principal~~two ~~accountant~~fiscal years for ~~the~~products ~~years~~and ~~ended~~services ~~April~~provided ~~30,~~by ~~2024~~the ~~and~~principal ~~2023~~accountant, other than the services reported above.

13There were no such services by our principal accountant for the years ended April 30, 2025 and 2024.

PART IV

Item 15. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14. Filed with this Form 10-K.
31.2	Certification of Principal Accounting Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14. Filed with this Form 10-K.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed with this Form 10-K.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed with this Form 10-K.
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.
*99.1	Temporary Hardship Exemption
101.SCH	Inline XBRL Taxonomy Extension Schema Document
*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.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
*101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
*101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
*101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
*104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

14* To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.

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.

	Treasure & Shipwreck Recovery, Inc.
	NAPC Defense, Inc.
Date: August 13, 2024	By:	/s/ Edward K.West
Date: September 11, 2025	By:	/s/ Edward K.West
		Edward K. West Chief Executive Officer Chairman of the Board of Directors (Principal Executive Officer )
Date: August 13, 2024	By:	/s/ Stephen L. Gurba
Date: September 11, 2025	By:	/s/ John Spence
		Stephen L. Gurba President Director
Date: August 13, 2024	By:	/s/ John Spence
		John Spence Chief Financial Officer Director
Date: August 13, 2024	By:	/s/ Craig A Huffman
Date: September 11, 2025	By:	/s/ Craig A Huffman
		Craig A. Huffman Chief Legal Officer, Secretary
Date: August 13, 2024	By:	/s/ Evelyn R. Gurba
Date: September 11, 2025	By:	/s/ Evelyn R. Gurba
		Director
Date: August 13, 2024	By:	/s/ Derrick West
Date: September 11, 2025	By:	/s/ Derrick West
		Director

1517

Filing Compare · NAPC Defense, Inc.