STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized share capital of 10,000,000 0.001 On January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for an aggregate of 23 (“Units”) at a price of $12,000 per Unit. Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500 50,000 0.001 3 0.24 The warrants issued through January 31, 2024, had a Black-Scholes fair value of $ 156,746 1,125,000 SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS Stock price $ 0.07 0.20 Exercise price $ 0.24 Expected volatility 521 1,042 % Expected term (years) 3 Risk free rate 4.05 4.45 % Dividends 0 % Between February and April 2024, we entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and, collectively, the “Units”), for a purchase price of $ 12,000 1,952,000 0.001 62,500 50,000 0.001 0.24 As of April 30, 2024, and January 31, 2024, the Company had 162 23 Common Stock The Company has authorized share capital consisted of 500,000,000 0.001 As described in Note 4, the Company issued certain shares of its common stock for the conversion of convertible notes payable during the period ended April 30, 2024. As described in Note 6, the Company issued certain shares of its common stock to related parties during the period ended April 30, 2024. As of April 30, 2024, the Company had 247,017,097 Options On January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the Company, as consented by the parties. The Company has 56,615,000 22,646,000 6,566,000 0.125 December 31, 2027 189,248 568 The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management reviews the estimate of meeting each probability as well as the related timing at each reporting period. On April 3, 2024, Brodkey, Scannell, Rudofsky, and Dykes executed cashless conversions of 5,360,000 3,685,000 Warrants On April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 1,306,667 1,666,666 816,666 On April 6, 2024, Dykes executed cashless conversion of 400,000 251,250 On April 6, 2024, four warrant holders executed cashless conversion of 1,200,000 753,750 On April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 1,041,667 As of April 30, 2024, the Company had 2,614,783 0.15 1,093,479 0.23 | NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized share capital of 10,000,000 0.001 From August 14, 2023 through December 11, 2023, 62,500 50,000 0.001 3 0.24 The warrants issued through January 31, 2024 had a Black-Scholes fair value of $ 156,746 1,125,000 SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS Stock price $ 0.07 0.20 Exercise price $ 0.24 Expected volatility 521 1,042 % Expected term (years) 3 Risk free rate 4.05 4.45 % Dividends 0 % As of January 31, 2024, and 2023, the Company had 23 0 Common Stock The Company has authorized share capital consisted of 500,000,000 0.001 On January 23, 2023, the Company issued 182,240,000 On January 23, 2023, the Company issued 5,467,200 0.15 820,080 On January 23, 2023, the Company issued 446,623 0.15 66,993 On January 23, 2023, the Company issued 250,000 0.15 37,500 On March 31, 2023, the Company issued 879,628 108,024 385,802 192,901 192,901 18,000 62,500 31,250 31,250 0.162 142,500 On August 19, 2023, the Company issued 3,844,073 326,190 1,190,471 595,236 595,236 1,136,940 22,833 83,333 41,667 41,667 79,585 0.07 269,085 On November 2, 2023, the Company issued 1,466,208 0.21 309,353 As of January 31, 2024, the Company had 214,647,732 Options On January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the Company, as consented by the parties. The Company has 56,615,000 22,646,000 11,323,000 0.125 December 31, 2027 1,324,731 0 757 SUMMARY OF ESTIMATED VALUE OF OPTIONS Stock price $ 0.22 Exercise price $ 0.13 Expected volatility(a) 111.10 265.18 % Expected term (years) 2 3 Risk free rate 3.88 % Dividends 0 % (a) The Company derived expected volatility using the average volatility for a sample of comparable companies due to the thinly traded nature of the Company’s stock. The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management reviews the estimate of meeting each probability as well as the related timing at each reporting period Warrants On January 23, 2023, as part of the RTO, the Company accepted the assignment of the warrants for common stock from ICUMO to the Company, as consented by the parties. These warrants were related to a private placement memorandum for ICUMO in May 2022 and June 2022. As of January 31, 2024 and 2023, 41,540,000 0.15 May 11, 2027 On May 8, 2023, as part of two convertible notes (see Note 4), the Company issued 1,093,479 0.23 May 8, 2026 On August 14, 2023, November 13, 2023, November 22, 2023 and January 31, 2024, as part of the purchase of preferred stock in the amount of $ 216,000 1,125,000 0.24 three years 112,867 On November 17, 2023, as part of the purchase of preferred stock in the amount of $ 24,000 125,000 0.24 November 17, 2026 12,537 On December 8, 2023, as part of the purchase of preferred stock in the amount of $ 24,000 125,000 0.24 December 8, 2026 12,537 On December 8, 2023, as part of the purchase of preferred stock in the amount of $ 12,000 62,500 0.24 December 8, 2026 6,268 As of January 31, 2024, the Company had 8,980,000 warrants outstanding with an exercise price of $ 0.15 , which relate to the convertible notes dated January 23, 2023 (see Note 4), 1,093,479 warrants outstanding with an exercise price of $ 0.23 which relate to the convertible notes dated May 8, 2023, 41,540,000 0.15 1,125,000 52,738,479 51,613,479 |