10-Q/A: NAPC Defense, Inc. Reports Q1 2025 Results, Revenue Growth Driven by New Defense Segment
Quarterly Report
NAPC Defense, Inc. reports a net loss of $435,863 for the quarter ended July 31, 2024, with revenue of $67,467 driven by its new defense segment.
Summary
- NAPC Defense, Inc., formerly Treasure & Shipwreck Recovery, Inc., filed its quarterly report on Form 10-Q/A for the period ended July 31, 2024.
- The company's net loss for the quarter was $435,863, compared to a net loss of $258,479 for the same period last year.
- Revenue for the quarter was $67,467, all of which came from the new defense segment, specifically from consulting services related to ammunition and military equipment.
- Operating expenses increased to $324,499 from $243,888 year-over-year.
- The company's total assets were $3,164,231, and total liabilities were $2,219,876, resulting in a working capital deficit of $968,267.
- The company has a net operating loss carryforward for tax purposes totaling $5,423,432.
- The company's management has expressed substantial doubt about the company's ability to continue as a going concern.
- The company is seeking additional capital through debt, equity, or a combination thereof.
Sentiment
Score: 2
Explanation: The document reveals significant financial distress, a substantial working capital deficit, and management's doubt about the company's ability to continue as a going concern. While there is some revenue from the new defense segment, the overall outlook is highly negative.
Positives
- The company successfully generated $67,467 in revenue from its new defense segment, indicating a potential new revenue stream.
- The company is actively pursuing additional financing options to address its working capital deficit.
- The company has a net operating loss carryforward of $5,423,432 which could be used to offset future profits.
Negatives
- The company incurred a net loss of $435,863 for the quarter, a significant increase from the previous year.
- The company has a substantial working capital deficit of $968,267.
- Management has expressed substantial doubt about the company's ability to continue as a going concern.
- The company's internal controls over financial reporting were deemed ineffective.
- The company wrote down the value of two of its vessels by $22,340.
- The company has convertible notes payable that are in default, which could lead to further financial difficulties.
Risks
- The company's ability to continue as a going concern is in doubt due to recurring losses and a significant working capital deficit.
- The company's convertible notes payable are in default, which could lead to legal action and potential loss of assets.
- The company's internal controls over financial reporting are ineffective, increasing the risk of misstatements in financial reports.
- The company's reliance on equity sales for funding could lead to significant dilution for existing shareholders.
- The company's new defense business is subject to regulatory risks and market uncertainties.
- The company's historical treasure recovery business is speculative and risky.
Future Outlook
The company expects to raise additional capital through the sale of equity or debt securities to fund operations. However, there is no assurance that the company will be able to raise additional capital. The company does not expect to generate any significant revenues for the foreseeable future.
Management Comments
- Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company's success.
- Management has expressed substantial doubt about the company's ability to continue as a going concern.
- Management concluded that the addition of the defense business direction was in the best interest of the Company.
Industry Context
The company's shift into the defense industry reflects a strategic move to diversify its revenue streams and capitalize on new market opportunities. However, the company faces significant competition and regulatory hurdles in this sector. The company's historical treasure recovery business is a niche market with high risks and speculative returns.
Comparison to Industry Standards
- NAPC Defense's financial performance is significantly below industry standards for both defense and exploration companies.
- Compared to established defense companies like Lockheed Martin or Raytheon, NAPC Defense's revenue is negligible and its losses are substantial.
- Exploration companies like Nautilus Minerals or Deep Sea Mining Finance typically have higher capital expenditures and longer timelines to profitability, but NAPC Defense's financial instability is more severe.
- The company's lack of internal controls and going concern issues are not typical for publicly traded companies, indicating significant operational and financial risks.
- The company's reliance on convertible debt and equity sales for funding is a common practice for early-stage companies, but the high level of default and dilution risk is concerning.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director and Chief Executive Officer | Craig A. Huffman | Edward K. West | 2024-04-01 | Change in the main direction of the Company to include the defense and law enforcement business. |
| President and Director | NA | Stephen L. Gurba | 2024-04-01 | Change in the main direction of the Company to include the defense and law enforcement business. |
| Director | NA | Evelyn R. Gurba | 2024-04-01 | Change in the main direction of the Company to include the defense and law enforcement business. |
| Director | NA | Derrick West | 2024-04-01 | Change in the main direction of the Company to include the defense and law enforcement business. |
| Director and Chief Financial Officer | NA | John Spence | 2024-04-01 | Change in the main direction of the Company to include the defense and law enforcement business. |
| Secretary and Chief Legal Officer | NA | Craig A. Huffman | 2024-04-01 | Change in the main direction of the Company to include the defense and law enforcement business. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Change in Officers and Directors | The company appointed new officers and directors to reflect the change in the main direction of the company to include the defense and law enforcement business. | 2024-04-01 | This change reflects a significant shift in the company's strategic direction and may impact its future operations and financial performance. |
| Increase in Authorized Shares | The company increased the authorized shares per Nevada Statutes from 200,000,000 to 300,000,000. | 2024-06-03 | This increase in authorized shares may lead to further dilution of existing shareholders if the company issues additional shares. |
Legal Proceedings
- The company is currently involved in a lawsuit with Delmar, seeking $20,000, related to a contract dispute from 2022. The company is defending the suit on the basis that Del Mar never performed on its obligations.
- As of August 1, 2024, the suit was pending dismissal for lack of prosecution.
Related Party Transactions
- The company entered into a lease agreement for commercial office space with a related party commencing on May 1, 2024 through April 30, 2030 with base month rent of $25,000.
- In June 2023, the company issued 2,525,618 shares to a related party director 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.
- An officer of the company previously provided a loan to NAPC Defense, Inc., under a convertible promissory note. The balance due to the officer was $60,890 as of July 31, 2024 and April 30, 2024.
Stakeholder Impact
- Shareholders face significant risks due to the company's financial instability, potential dilution from equity sales, and the possibility of a complete loss of investment.
- Employees may be impacted by the company's financial difficulties, which could lead to job losses or reduced compensation.
- Customers of the new defense segment may be affected by the company's ability to deliver products and services due to its financial constraints.
- Creditors face the risk of non-payment due to the company's working capital deficit and potential default on convertible notes.
- Suppliers may be impacted by the company's financial difficulties, which could lead to delayed payments or contract terminations.
Next Steps
- The company intends to raise additional capital through the sale of equity or debt securities.
- The company will continue to pursue opportunities in the defense and law enforcement sectors.
- The company will continue to explore opportunities in the treasure recovery business.
- The company intends to take practical, cost-effective steps in implementing internal controls.
Key Dates
| Date | Description |
|---|---|
| 2016-10-24 | NAPC Defense, Inc. was incorporated as Beliss Corp. |
| 2019-06-26 | The company changed its name to Treasure & Shipwreck Recovery Inc. |
| 2020-03-05 | The company entered into a Trademark and Usage Purchase Agreement. |
| 2020-05-01 | The company's Board authorized the creation of 100 Series A preferred shares. |
| 2023-02-05 | The company entered into a Media Use and License Agreement. |
| 2023-03-05 | The company entered into a loan agreement for a vessel purchase. |
| 2023-08-01 | The company entered into a convertible note payable with a former board member. |
| 2024-01-01 | The Board of Directors determined to explore a new business opportunity in the defense industry. |
| 2024-02-01 | The company entered into a master convertible corporate note agreement with Native American Price, LLC. |
| 2024-03-26 | The company entered into an Agreement for Acquisition with Native American Pride Constructors, LLC. |
| 2024-04-01 | The company changed its name to NAPC Defense, Inc. and appointed new officers and directors. |
| 2024-05-01 | The company's commercial office space lease agreement commenced. |
| 2024-06-03 | The company increased the authorized shares per Nevada Statutes from 200,000,000 to 300,000,000. |
| 2024-06-14 | The company entered into a Securities Purchase Agreement for a convertible note and warrants. |
| 2024-07-03 | The company entered into a Securities Purchase Agreement for a convertible note and warrants. |
| 2024-07-31 | End of the reporting period for the quarterly report. |
| 2024-09-23 | The company expects to expend its available cash in less than one month from this date. |
| 2024-10-01 | Date of the quarterly report filing. |
Keywords
NAPC Defense, Defense Industry, Shipwreck Recovery, Financial Results, Quarterly Report, Going Concern, Convertible Notes, Internal Controls, Working Capital, Revenue, Net Loss, Warrants, Military Equipment, Ammunition, CornerShot
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.