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NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
3 Months Ended
Jul. 31, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

 

Related Party Convertible 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 July 31, 2025 and April 30, 2025, respectively.

 

On February 1, 2024 the Company entered into a master convertible corporate note agreement with Native American Pride Constructors, LLC (“NAPC, LLC”). NAPC, 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 NAPC, LLC at a rate of $0.03 per share. The note does not pay interest and there is no specific time frame for repayment of the principal balance. During the year ended April 30, 2025 the Company repaid $59,689 of principal to NAPC, LLC. The balances owed on the note were $4,102 as of July 31, 2025 and April 30, 2025, respectively.

 

Related Party Short Term Loans

 

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 July 31, 2025 and April 30, 2025, respectively.

 

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 July 31, 2025 and April 30, 2025, respectively.

 

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 July 31, 2025 and April 30, 2025, respectively.

 

On June 23, 2025 a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $18,800. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. During the three months ended July 31, 2025 the Company repaid $9,000 of this loan. The balance due was $9,800 as of July 31, 2025.

 

On July 1, 2025 a Director of the Company provided a loan to NAPC Defense, Inc., in the amount of $20,000. During the three months ended July 31, 2025 the Company repaid $12,000 of this loan. The loan was unsecured, bears interest at 10.0% per annum and was due on demand. The balance due was $8,000 as of July 31, 2025.

 

Short Term Loans

 

As of July 31, 2025 and April 30, 2025, the Company had short term loans totaling $22,925 and $22,925 respectively. At July 31, 2025 and April 30, 2025 short term loans consist of two loans totaling $2,700 and $20,225. These two loans are unsecured, non-interest bearing and due on demand.

 

Three Month Period Ended July 31, 2025 New Convertible Notes Payable

 

On May 2, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on August 2, 2025. The company received proceeds of $25,000 net of issuance costs of $2,500 which were immediately expensed. The Company also issued the lender 2,750,000 shares of the Company’s common stock. The common stock was recorded at their relative fair values of $17,198. The resulting debt discount for this note was $17,198.

 

On May 2, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on August 2, 2025. The company received proceeds of $25,000 net of issue costs of $2,500 which were immediately expensed. The Company also issued 2,750,000 shares of common stock and stock warrants to the note holder to purchase 2,750,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $10,582 for the common stock and $10,580 for the warrants. The resulting debt discount for this note was $21,162.

 

On May 19, 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 20, 2026. The company received proceeds of $4,500 net of issue costs of $500 which were immediately expensed.. 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 $1,929 for the common stock and $1,922 for the warrants. The resulting debt discount for this note was $3,851.

On June 23, 2025 the Company entered into a convertible promissory note with a face value of $50,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on June 24, 2026. The company received proceeds of $50,000. The Company also issued 5,000,000 shares of common stock and stock warrants to the note holder to purchase 5,000,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $16,163 for the common stock and $16,122 for the warrants. The resulting debt discount for this note was $32,285.

 

On July 2, 2025 the Company entered into a convertible promissory note with a face value of $55,000, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on October 1, 2025. The company received proceeds of $50,000 net of issue costs of $5,000 which were immediately expensed. The Company also issued 5,500,000 shares of the Company’s common stock and stock warrants to the note holder to purchase 5,500,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $21,176 and $21,161 for the warrants. The resulting debt discount for this note was $42,336.

 

On July 18, 2025 the Company entered into a convertible promissory note with a face value of $27,500, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on October 17, 2025. The company received proceeds of $25,000 net of issue costs of $2,500 which were immediately expensed. The Company also issued 2,750,000 shares of common stock and stock warrants to the note holder to purchase 2,750,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $10,695 for the common stock and $10,694 for the warrants. The resulting debt discount for this note was $21,390.

 

On July 21, 2025 the Company entered into a convertible promissory note with a face value of $13,750, an annual rate of interest of 10% that is convertible into shares of common stock at $0.02, and that is due on October 21, 2025. The company received proceeds of $12,500 net of issue costs of $1,250 which were immediately expensed. The Company also issued 1,375,000 shares of common stock and stock warrants to the note holder to purchase 1,375,000 shares of the Company’s common stock at $0.01. The common stock and warrants were recorded at their relative fair values of $4,485 for the common stock and $4,484 for the warrants. The resulting debt discount for this note was $8,969.

 

Prior Period Convertible Notes Payable

 

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 principal 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 principal balance of the note at July 31, 2025 and April 30, 2025 is $180,000.

 

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 principal 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. During the three month period ended July 31, 2025, the Company issued 6,218,041 shares of the its restricted common stock upon the conversion of the principal balance of $60,060 and accrued interest of $2,121. The principal balance of the note at July 31, 2025 and April 30, 2025 is $0 and $60,060 respectively.

 

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 principal balance of the convertible promissory note payable was $50,000 at July 31, 2025 and April 30, 2025.

 

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. The Company recorded a loan financing fee as additional principal of $60,000 during the three month period ended July 31, 2025. The principal balance of the note at July 31, 2025 and April 30, 2025 is $210,000 and $150,000 respectively.

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. The Company recorded a loan financing fee as additional principal of $30,000 during the three month period ended July 31, 2025. The principal balance of the note at July 31, 2025 and April 30, 2025 is $105,000 and $75,000 respectively.

 

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. The common stock was recorded at its relative fair value of $13,090 as debt discount. This note is currently in default due to non payment of principal and accrued interest. The principal balance of the note at July 31, 2025 and April 30, 2025 was $30,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 was $75,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $10,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $15,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $250,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $75,000.

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 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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $75,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

 

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. The principal balance of the note at July 31, 2025 and April 30, 2025 is $5,000.

 

Convertible Promissory Note Conversions

 

Three Month Period Ended July 31, 2025

 

The Company issued 6,218,041 shares of the its restricted common stock upon the conversion at the contract rate of $60,060 and accrued interest of $2,121 for a convertible promissory note dated December 26, 2021. The principal balance of the note at July 31, 2025 is $0.

 

Three Month Period Ended July 31, 2024

 

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 December 26, 2021. The transaction completely settled the loan, the balance of the note at April 30, 2025 is $0.

 

Convertible Notes Payable

 

The following table reflects the convertible notes payable as of July 31, 2025 and April 30, 2025:

 

    Issue Date   Maturity
Date
  July 31, 2025
Principal
Balance
    April 30, 2025
Principal
Balance
    Rate   Conversion
Price
Convertible notes payable                                  
Face Value   05/19/2021   02/19/2023 *     180,000       180,000     10.00%   0.010
Face Value   12/06/2021   02/06/2023 *     -       60,060     15.00%   0.010
Face Value   08/01/2023   03/27/2024 *     50,000       50,000     10.00%   0.010
Face Value   06/16/2024   06/16/2025 *     210,000       150,000     10.00%   0.028
Face Value   07/03/2024   07/03/2025 *     105,000       75,000     10.00%   0.028
Face Value   08/12/2024   08/12/2025       30,000       30,000     6.00%   0.020
Face Value   10/17/2024   10/17/2025       75,000       75,000     10.00%   0.020
Face Value   12/16/2024   12/25/2025       10,000       10,000     10.00%   0.020
Face Value   12/18/2024   12/18/2025       15,000       15,000     10.00%   0.020
Face Value   12/18/2024   12/18/2025       5,000       5,000     10.00%   0.020
Face Value   12/20/2024   12/19/2025       250,000       250,000     10.00%   0.020
Face Value   01/16/2025   01/15/2026       5,000       5,000     10.00%   0.020
Face Value   01/30/2025   01/29/2026       5,000       5,000     10.00%   0.020
Face Value   03/19/2025   12/31/2025       75,000       75,000     10.00%   0.020
Face Value   03/19/2025   12/31/2025       75,000       75,000     10.00%   0.020
Face Value   04/18/2025   04/19/2026       5,000       5,000     10.00%   0.020
Face Value   04/30/2025   05/01/2026       5,000       5,000     10.00%   0.020
Face Value   05/02/2025   08/02/2025       27,500       -     10.00%   0.020
Face Value   05/02/2025   08/02/2025       27,500       -     10.00%   0.020
Face Value   05/19/2025   05/20/2026       5,000       -     10.00%   0.020
Face Value   06/23/2025   06/24/2026       50,000       -     10.00%   0.020
Face Value   07/02/2025   10/01/2025       55,000       -     10.00%   0.020
Face Value   07/18/2025   08/02/2025       27,500       -     10.00%   0.020
Face Value   07/21/2025   10/21/2025       13,750       -     10.00%   0.020
                                   
Unamortized discounts       (220,863 )     (263,273)          
Balance convertible notes payable     $ 1,085,387     $ 806,787          

 

*Notes that were in default as of July 31, 2025 due to non payment of principal and/or accrued interest.

Accrued Interest

 

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s convertible notes payable was $134,733 and $108,059, respectively.

 

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s related party short term loans was $2,230 and $757, respectively.

 

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s short term loans was $6,514 and $5,927, respectively.

 

As of July 31, 2025 and April 30, 2025, the balance of accrued interest for the Company’s related party convertible loans was $1,358 and $1,253, respectively.