STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $ 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”). The rights and preferences of the Series A Preferred Stock, include without limitation, the right of each holder thereof to convert each share of Series A Preferred Stock into 50,000 shares of the Company’s common stock, par value $ 0.001 par value per share (“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting Preferred Stock (the “Certificate of Designation”). The Warrant holders have the right to exercise the Warrants for three ( 3 ) years at an exercise price of $ 0.24 per share of Common Stock. The Units were offered and sold in reliance upon exemptions from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The Company has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, and upon the exercise of the Warrants. The Company intends to utilize the net proceeds from the sale of the Units in the Offering for working capital and general corporate purposes. The warrants issued through January 31, 2024, had a Black-Scholes fair value of $ 156,746 for the 1,125,000 warrants issued. 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 per Unit, for gross proceeds of $ 1,964,000 . Each Unit consists of one (1) share of the Company’s Series A Convertible Non-Voting Preferred Stock, par value $ 0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”). Each share of Preferred Stock converts into 50,000 shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”). The Warrant entitles the holders to shares of Common Stock for three ( 3 ) years, at an exercise price of $ 0.24 per share. As of October 31, 2024, and January 31, 2024, the Company had 186.67 and 23 shares of Series A Preferred Stock issued and outstanding, respectively. Common Stock The Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $ 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 , and $ 62,500 , respectively, into 195,313 , 109,375 , and 390,625 shares of common stock, respectively. During May 2024, the Company issued 1,041,667 shares of common stock to an officer as a result of the cashless exercise of their warrants. On August 2, 2024, Brodkey, Rudofsky, and Scannell each elected to convert accrued compensation of $ 42,500 , $ 31,250 , and $ 87,500 , respectively, into 170,000 , 125,000 , and 350,000 shares of common stock, respectively. Other employees and non-employees converted compensation of $ 574,750 into 439,000 shares of common stock. On September 25, 2024, the Company issued stock incentives to Brodkey ( 2,570,000 shares valued at $ 565,400 ), Scannell ( 2,500,000 shares valued at $ 550,000 ), and Rudofsky ( 125,000 shares valued at $ 27,500 ). The Company also issued stock incentives to employees and non-employees ( 375,000 shares valued at $ 82,500 ). For the nine months ended October 31, 2024, the Company issued 1,039,096 shares of common stock for non-officer services. 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 options issued to various officers, directors, and employees, based on milestones. As of January 31, 2024, and October 31, 2024, 22,646,000 and 6,566,000 options are vested. The exercise price for the options is $ 0.125 and they expire on December 31, 2027 . The Company recognized $ 189,248 the period ended October 31, 2024, in stock-based compensation expense related to the estimated vesting of these options. As of October 31, 2024, none of the remaining milestones necessary for these options to vest have been met. The remaining additional compensation to be recognized as these options vest is approximately $ 568,000 during fiscal 2025 based on the current estimated time to reach the milestones. 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 vested options each into 3,685,000 shares of common stock each. Warrants On April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,666 and 816,666 shares of common stock, respectively. On April 6, 2024, Dykes executed cashless conversion of 400,000 warrants into 251,250 shares of common stock. On April 6, 2024, four warrant holders executed cashless conversion of 1,200,000 warrants into 753,750 shares of common stock. On April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock. As of October 31, 2024, the Company had 2,614,783 warrants outstanding with an exercise price of $ 0.15 , which relate to the convertible notes dated January 23, 2023 (see Note 4), and 1,093,479 warrants outstanding with an exercise price of $ 0.23 , which relate to the convertible notes dated May 8, 2023 (see Note 4). 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 and $ 0 , respectively, and for the nine months ended October 31, 2024, and 2023 of $ 2,258,080 and $ 140,739 , respectively. | 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 |