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NAPC Defense, Inc. (BLIS)

Business Summary

NAPC Defense, Inc. operates 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 is also engaged in the procurement and distribution of small-caliber arms, including rifles and pistols, along with newly developing firearms technologies, and pursues opportunities in the brokering and distribution of armored vehicles for both domestic use and international markets. The Company will produce and supply CornerShot® units under license from Silver Shadow of Israel to overseas militaries and governments, subject to U.S. government approvals, as well as to U.S.-based law enforcement agencies. The Company has entered into partnerships for the distribution of ballistic protection products through Extremis, and less-than-lethal products with Lamperd Less Lethal of Canada. During the year ended April 30, 2026 the Company entered into an agreement with a related party, Native American Pride Constructors, LLC, to act as subcontractor to oversee and manage NAPC, LLC’s contracts with the United States Department of Defense.

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. The Company will produce and supply CornerShot® units under license from Silver Shadow of Israel to overseas militaries and governments, subject to U.S. government approvals, as well as to U.S.-based law enforcement agencies. 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. The Company is also pursuing contracts for the CornerShot® system as well as developing its own proprietary line of small arms, including pistols, for commercial and government sales.

The Company generates revenue from performing management services as a subcontractor to a related party, Native American Pride Constructors, LLC, for various aspects of Department of Defense contracts held by its affiliate, including project management, contract management, regulatory compliance, payment oversight and reporting. For the year ended April 30, 2026, the Company generated $1,421,220 of related party services revenue. The Company also intends to generate revenue through the production and supply of CornerShot® units under license from Silver Shadow of Israel, the procurement and distribution of small-caliber arms, brokering of larger-scale ammunition and artillery through approved overseas channels, and the brokering of armored vehicles. The Company has determined that it has one reportable segment, which includes defense related business including generating revenue and incurring expenses.

The Company's product and service lines include the CornerShot® system, a tactical platform that allows operators to engage threats from protected positions, which the Company will produce and supply under license from Silver Shadow of Israel to overseas militaries and governments and to U.S.-based law enforcement agencies. The Company is also developing its own proprietary line of small arms, including pistols, for commercial and government sales. The Company has entered into partnerships for the distribution of ballistic protection products through Extremis, and less-than-lethal products with Lamperd Less Lethal of Canada. The Company intends to sell and has direct lines of sourcing personal ballistics protection for personnel, such as helmets, bullet resistant vests and shields for overseas sale and domestic sale to US entities. The Company is also pursuing the brokering of larger-scale ammunition and artillery from overseas sources for brokered sales to US approved allies and other countries, and the brokering of armored vehicles for domestic purchase and overseas sales. The Company has developed and will continue to develop its own line of silencers and small arms in pistols. During the year ended April 30, 2026, the Company generated $1,421,220 of related party services revenue from performing management services as a subcontractor to Native American Pride Constructors, LLC for DoD contracts. The Company's cost of sales was $2,112,770 with a negative gross profit of $691,550 for the year ended April 30, 2026.

During the year ended April 30, 2026, the Company entered into an agreement with a related party, Native American Pride Constructors, LLC, to act as subcontractor to oversee and manage NAPC, LLC’s contracts with the United States Department of Defense. The Company attended various industry and networking conventions and conferences in Florida in June 2024, in New Jersey in June 2024 and a visit to Saudi Arabia in the summer of 2024. The Company issued 95,000,000 shares of its restricted common stock valued at $1,615,000 to NAPC, LLC in March 2024 for the purchase of product rights, expertise and knowledge necessary to commercialize the product rights, which were subsequently impaired to $0 during the year ended April 30, 2025. The Company entered into a lease agreement for approximately 2,900 square feet of commercial office space located in Clearwater, Florida that commenced on May 1, 2025 and terminates on May 1, 2028, with base rent of $3,138 per month in year one, $3,295 per month in year two, and $3,460 per month in year three. The Company issued multiple convertible promissory notes during the year ended April 30, 2026, with aggregate proceeds of $638,000 from convertible notes payable. The Company also issued 12,797,778 shares of common stock for cash proceeds of $127,978 from the sale of common stock, and 14,060,861 shares upon exercise of warrants for proceeds of $45,357 .

For the year ended April 30, 2026, the Company recorded related party revenue of $1,421,220 compared to $0 in the prior year. The Company incurred a net loss of $2,882,376 for the year ended April 30, 2026, compared to a net loss of $3,376,999 for the year ended April 30, 2025, a decrease in net loss of $494,623 . Total operating expenses were $1,353,302 for the year ended April 30, 2026 versus $2,484,960 for the year ended April 30, 2025, a decrease of $1,131,658 or 45.6% . The Company had a negative gross profit of $691,550 for the year ended April 30, 2026. Net loss applicable to common stockholders was $3,138,472 for the year ended April 30, 2026, compared to $3,459,912 for the year ended April 30, 2025.

Business Outlook & Financial Sufficiency

The Company's primary growth vector is the pursuit of contracts for the CornerShot® system, including an expected order and contract for some 37,000 units of the CornerShot firearms and tactical units to Saudi Arabia from the Ministry of Defense, as held by Native American Pride for Silver Shadow of Israel. The Company has rights to the proceeds from the joint venture in Saudi Arabia for such introductions and potential future sales, with a visit to occur in Saudi Arabia. The Company also 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. The Company is pursuing opportunities in the brokering and distribution of armored vehicles for both domestic use and international markets, and the brokering of larger-scale ammunition and artillery through approved overseas channels for sale to U.S. allies and other authorized purchasers, including leads for large scale munitions inventories from third parties for such areas as Allied and US military or foreign aid to Ukraine.

The Company is pursuing the development of other defense lines of technology including small arms, suppressor technology development business, and other items of opportunity held by Native American Pride Constructors LLC. The Company intends to eventually develop other defense lines of technology including small arms, suppressor technology development business, and other items of opportunity. The Company has the ability and agreements to produce the CornerShot domestically in the United States which includes a current plastics manufacturer relationship and metals production relationship, both to be contracted, for such units of the CornerShot to be produced for all contracts or purchase orders which could be achieved. The Company also has 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's cost of sales was $2,112,770 with a negative gross profit of $691,550 for the year ended April 30, 2026. Total operating expenses decreased by $1,131,658 or 45.6% to $1,353,302 for the year ended April 30, 2026 from $2,484,960 in the prior year, largely attributable to decreases in general and administrative expense of $1,213,721 , rent expense of $164,702 , and research and development of $9,506 . The Company expects to continue to rely on equity sales of common shares and debt, including convertible promissory notes, in order to continue to fund business operations.

The Company entered into a lease agreement for approximately 2,900 square feet of commercial office space located in Clearwater, Florida that commenced on May 1, 2025 and terminates on May 1, 2028, with base rent of $3,138 per month in year one, $3,295 per month in year two, and $3,460 per month in year three. The Company was reimbursed $11,588 by the landlord for leasehold improvements. The Company has 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. The Company has disposed of most all former business line related assets and is focused solely on Defense and other related industries since the April 30, 2025 reporting date.

The Company will continue to rely on equity sales of common shares and debt, including convertible promissory notes, in order to continue to fund business operations. During the year ended April 30, 2026, the Company received cash proceeds from the sale of common stock of $127,978 , proceeds from convertible notes payable of $638,000 , and proceeds from exercise of warrants of $45,357 . The Company had a deemed dividend of $256,096 and $82,913 during the years ended April 30, 2026 and 2025, respectively, related to a price protection exercise price adjustment on warrants. No cash dividends were paid on shares of common stock during the fiscal years ended April 30, 2026 and 2025.

The Company has incurred recurring losses to date and expects to expend its available cash in less than one month from the issuance date of these financial statements. At April 30, 2026, the Company had a net working capital deficit of $2,127,166 . 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. The Company's convertible notes payable and warrants may result in significant dilution to current shareholders and result in a decrease in the price of the Company's stock. The Company does not have additional sources of debt or equity financing to refinance or pay off its notes payable that are currently in default. The report of independent auditors for the years ended April 30, 2026 and 2025 raises substantial doubt as to the Company's ability to continue as a going concern.

The Company faces structural headwinds including the need to raise additional capital to meet long term operating requirements, with no assurance that it will be able to raise additional capital. The Company's convertible notes payable that are in default may result in lenders filing suit, including suit to foreclose on assets held as collateral, which could force the Company to significantly scale back or cease operations. The conversion of convertible notes into shares of common stock is potentially highly dilutive to current shareholders and may significantly negatively affect the trading price of the Company's common stock. The Company's stock is thinly traded on the Pink Sheets under the symbol BLIS, with a limited trading market, and the price of shares may fluctuate significantly despite the absence of any apparent reason.

Management Sentiments & Priorities

Management's message emphasizes the Company's transition into the defense and security sector following the name change to NAPC Defense, Inc. on April 1, 2024, and the subsequent decision to discontinue the treasure and shipwreck recovery business at April 30, 2025 to focus exclusively on defense related business. Management highlights the acquisition of rights to the CornerShot system, including an expected order for some 37,000 units to Saudi Arabia, and the agreement with Native American Pride Constructors, LLC to act as subcontractor for DoD contracts. The strategic priorities emphasized for the period ahead include building a diversified portfolio of defense-related technologies through internal development and acquisitions or licensing, pursuing contracts for the CornerShot system, developing proprietary lines of small arms, and leveraging supplier relationships for ballistic protection equipment. Management acknowledges the Company's recurring losses and the need for additional capital, stating that the Company expects to expend its available cash in less than one month from the issuance date of these financial statements, and that the report of independent auditors raises substantial doubt as to the Company's ability to continue as a going concern.

Financial Details

For the year ended April 30, 2026, the Company recorded related party revenue of $1,421,220 compared to $0 in the prior year. Net loss was $2,882,376 for the current year versus $3,376,999 for the prior year. Basic and diluted loss per share from continuing operations was $0.01 for the year ended April 30, 2026, compared to $0.02 for the prior year. Net loss applicable to common stockholders was $3,138,472 for the current year and $3,459,912 for the prior year. Total operating expenses were $1,353,302 versus $2,484,960 in the prior year. The Company had a negative gross profit of $691,550 for the year ended April 30, 2026. Total other expenses were $837,524 during the year ended April 30, 2026 and $748,307 during the prior year. As of April 30, 2026, the Company had cash of $718,440 compared to $11,812 at April 30, 2025. Total assets were $881,642 as of April 30, 2026, current liabilities were $2,936,045 , and stockholders' deficit was $2,097,219 . The Company had a net working capital deficit of $2,127,166 at April 30, 2026. Net cash flows used in operating activities were $157,507 for the year ended April 30, 2026, compared to $797,225 in the prior year. The Company recorded a deemed dividend of $256,096 related to a price protection exercise price adjustment on warrants during the year ended April 30, 2026.

Risk Factors

The Company has incurred recurring losses and expects to expend its available cash in less than one month from the issuance date of these financial statements, with a net working capital deficit of $2,127,166 at April 30, 2026, raising substantial doubt about its ability to continue as a going concern. The Company is in immediate need of further working capital and has no assurance it can raise additional capital through equity or debt financing. The Company's convertible notes payable, with a principal balance of $1,158,199 net of discounts at April 30, 2026, are convertible at the lender's option and represent significant potential dilution to current shareholders, with approximately 184,879,103 shares of common stock underlying outstanding convertible notes payable and warrants as of April 30, 2026. Several convertible notes are in default due to non-payment of principal and accrued interest, and the Company does not have additional sources of debt or equity financing to refinance or pay off these notes, which could result in lenders filing suit and potentially forcing the Company to scale back or cease operations. The Company's stock is thinly traded on the Pink Sheets under the symbol BLIS, with a limited trading market and high price volatility, making it difficult for shareholders to liquidate their investment.

References

  1. [1] Item 8, Note 3 — Summary of Significant Accounting Policies, Revenue Recognition
  2. [2] Item 7, MD&A — Results of Operations, Revenue
  3. [3] Item 7, MD&A — Results of Operations, Cost of Sales and Gross Profit
  4. [4] Item 7, MD&A — Results of Operations, Cost of Sales and Gross Profit
  5. [5] Item 8, Note 4 — Intellectual Property Including Product Rights, Contractual Rights and Related Information
  6. [6] Item 8, Note 4 — Intellectual Property Including Product Rights, Contractual Rights and Related Information
  7. [7] Item 8, Note 4 — Intellectual Property Including Product Rights, Contractual Rights and Related Information
  8. [8] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  9. [9] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  10. [10] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  11. [11] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  12. [12] Item 8, Consolidated Statements of Cash Flows
  13. [13] Item 8, Consolidated Statements of Changes in Stockholders' Equity (Deficit)
  14. [14] Item 8, Consolidated Statements of Cash Flows
  15. [15] Item 8, Consolidated Statements of Changes in Stockholders' Equity (Deficit)
  16. [16] Item 8, Consolidated Statements of Cash Flows
  17. [17] Item 7, MD&A — Results of Operations, Revenue
  18. [18] Item 7, MD&A — Results of Operations, Revenue
  19. [19] Item 7, MD&A — Results of Operations, Net Loss
  20. [20] Item 7, MD&A — Results of Operations, Net Loss
  21. [21] Item 7, MD&A — Results of Operations, Net Loss
  22. [22] Item 7, MD&A — Results of Operations, Operating Expenses
  23. [23] Item 7, MD&A — Results of Operations, Operating Expenses
  24. [24] Item 7, MD&A — Results of Operations, Operating Expenses
  25. [25] Item 7, MD&A — Results of Operations, Operating Expenses
  26. [26] Item 7, MD&A — Results of Operations, Cost of Sales and Gross Profit
  27. [27] Item 7, MD&A — Results of Operations, Net Loss Applicable To Common Stockholders
  28. [28] Item 7, MD&A — Results of Operations, Net Loss Applicable To Common Stockholders
  29. [29] Item 1, Description of Business
  30. [30] Item 7, MD&A — Results of Operations, Cost of Sales and Gross Profit
  31. [31] Item 7, MD&A — Results of Operations, Cost of Sales and Gross Profit
  32. [32] Item 7, MD&A — Results of Operations, Operating Expenses
  33. [33] Item 7, MD&A — Results of Operations, Operating Expenses
  34. [34] Item 7, MD&A — Results of Operations, Operating Expenses
  35. [35] Item 7, MD&A — Results of Operations, Operating Expenses
  36. [36] Item 7, MD&A — Results of Operations, Operating Expenses
  37. [37] Item 7, MD&A — Results of Operations, Operating Expenses
  38. [38] Item 7, MD&A — Results of Operations, Operating Expenses
  39. [39] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  40. [40] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  41. [41] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  42. [42] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  43. [43] Item 8, Note 5 — Right-of-Use Assets and Operating and Finance Lease Liabilities
  44. [44] Item 8, Consolidated Statements of Cash Flows
  45. [45] Item 8, Consolidated Statements of Cash Flows
  46. [46] Item 8, Consolidated Statements of Cash Flows
  47. [47] Item 7, MD&A — Results of Operations, Deemed Dividend
  48. [48] Item 7, MD&A — Results of Operations, Deemed Dividend
  49. [49] Item 7, MD&A — Liquidity and Capital Resources and Cash Requirements
  50. [50] Item 7, MD&A — Liquidity and Capital Resources and Cash Requirements
  51. [51] Item 8, Consolidated Balance Sheets
  52. [52] Item 8, Note 3 — Summary of Significant Accounting Policies, Basic Loss per Share
  53. [53] Item 1, Description of Business
  54. [54] Item 8, Consolidated Statements of Operations
  55. [55] Item 8, Consolidated Statements of Operations
  56. [56] Item 8, Consolidated Statements of Operations
  57. [57] Item 8, Consolidated Statements of Operations
  58. [58] Item 8, Consolidated Statements of Operations
  59. [59] Item 8, Consolidated Statements of Operations
  60. [60] Item 8, Consolidated Statements of Operations
  61. [61] Item 8, Consolidated Statements of Operations
  62. [62] Item 8, Consolidated Statements of Operations
  63. [63] Item 8, Consolidated Statements of Operations
  64. [64] Item 8, Consolidated Statements of Operations
  65. [65] Item 8, Consolidated Statements of Operations
  66. [66] Item 8, Consolidated Statements of Operations
  67. [67] Item 8, Consolidated Balance Sheets
  68. [68] Item 8, Consolidated Balance Sheets
  69. [69] Item 8, Consolidated Balance Sheets
  70. [70] Item 8, Consolidated Balance Sheets
  71. [71] Item 8, Consolidated Balance Sheets
  72. [72] Item 7, MD&A — Liquidity and Capital Resources and Cash Requirements
  73. [73] Item 8, Consolidated Statements of Cash Flows
  74. [74] Item 8, Consolidated Statements of Cash Flows
  75. [75] Item 8, Consolidated Statements of Changes in Stockholders' Equity (Deficit)

Analysis on 8/13/2026