UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
On June 26, 2025, the Board of Directors of NAPC Defense, Inc. (the “Company”) approved the dismissal of Astra Audit & Advisory LLC, the Company’s independent registered public accounting firm, and concurrently approved the engagement of Salberg & Company, P.A. as the Company’s new independent registered public accounting firm, effective the same date. Astra Audit & Advisory LLC issued the auditor’s report on the Company’s financial statements for the years ended April 30, 2024, however the annual report for the period ended April 30, 2025, has not been filed, and will be with the newly appointed firm of Salberg & Company, P.A.
Since there has been no final filing due to the departure of Astra Audit & Advisory LLC as the auditing firm for the Company, there is no issue as to such annual report for the period ended April 30, 2025, that exists.
During the Company’s fiscal years ended April 30, 2024 and any subsequent interim period through June 26, 2025, the date of the agreed to and necessary dismissal of Astra Audit & Advisory LLC, there were no disagreements with Astra Audit & Advisory LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Astra Audit & Advisory LLC satisfaction, would have caused Astra Audit & Advisory LLC to make reference to the subject matter of the disagreements in connection with their report on the Company’s consolidated financial statements for such years; and there were not reportable events, as listed in Item 304(a)(l)(v) of Regulation S-K.
The Company provided Astra Audit & Advisory LLC with a copy of the disclosure contained in this Form 8-K and requested in writing that Astra Audit & Advisory LLC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosures. Astra Audit & Advisory LLC provided a letter, which was agreed to by the Company on June 26, 2025 stating its agreement with such statements, which is attached as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
Effective June 26, 2025, the Board of Directors of the Company approved the appointment of Salberg & Company, P.A., as its independent registered public accountant for the year ended April 30, 2025. During the Company’s most recent fiscal years ended April 30, 2023 and 2024 and subsequent interim periods through the date of appointment, neither the Company nor anyone acting on its behalf has consulted with Salberg & Company, P.A. with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibits | Description |
| 16.1 | Auditor transition letter from The Aero Solution |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
NAPC Defense, Inc.
| ||
| Dated: July 2, 2025 | By | /s/ Kenny West |
|
KennyWest CEO | ||