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 common stock purchase warrants (the “Warrants”). 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 October 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 1,964,000 0.001 62,500 50,000 0.001 3 0.24 As of October 31, 2024, and January 31, 2024, the Company had 186.67 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 October 31, 2024. As described in Note 6, the Company issued certain shares of its common stock to related parties during the period ended October 31, 2024. On May 1, 2024, Rudofsky, Brodkey, and Scannell each elected to convert accrued compensation of $ 31,250 17,500 62,500 195,313 109,375 390,625 During May 2024, the Company issued 1,041,667 On August 2, 2024, Brodkey, Rudofsky, and Scannell each elected to convert accrued compensation of $ 42,500 31,250 87,500 170,000 125,000 350,000 574,750 439,000 On September 25, 2024, the Company issued stock incentives to Brodkey ( 2,570,000 565,400 2,500,000 550,000 125,000 27,500 375,000 82,500 For the nine months ended October 31, 2024, the Company issued 1,039,096 As of October 31, 2024, the Company had 256,942,937 shares issued, issuable, and outstanding. 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 189,248 568,000 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 October 31, 2024, the Company had 2,614,783 0.15 1,093,479 0.23 Stock-based Compensation Expense The Company recognizes stock-based compensation using the straight-line method over the requisite service period or derived service period. The Company recognized stock-based compensation for the three months ended October 31, 2024, and 2023 of $ 1,704,024 0 2,258,080 140,739 |