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RELATED PARTY TRANSACTIONS
6 Months Ended
Jul. 31, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

 

The Company compensated its officers $495,855 and $125,000, net of conversion to common stock, for the six months ended July 31, 2026, and 2025, respectively.

 

On July 31, 2025, Mr. Brodkey and Mr. Scannell elected to convert accrued compensation of $42,500 and $87,500 into 121,429 and 250,000 shares of common stock, respectively. The conversion rate was $0.35 per share.

 

On October 28, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note was due on October 28, 2025. On October 31, 2025, the due date was extended to April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On November 4, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note was due on November 4, 2025. On October 31, 2025, the due date was extended to April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On November 20, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note was due on November 20, 2025. On October 31, 2025, the due date was extended to April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On December 3, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note was due on December 3, 2025. On October 31, 2025, the due date was extended to April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027, and the interest rate will be 7.5%. On July 7, 2026, the note was paid.

 

On April 15, 2025, the Company issued a secured promissory note for $25,000 to Feehan. The note was due on April 15, 2026. On October 31, 2025, the due date was extended to April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On April 30, 2025, Brodkey and Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 7,083 and 14,583 shares of common stock, respectively.

 

On June 30, 2025, the Company issued a secured promissory note for $40,000 to Feehan. The note was due on October 28, 2025. On October 31, 2025, the due date was extended to April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On August 5, 2025, the Company issued a promissory note for $15,000 to Feehan. The note was due on April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On August 10, 2025, the Company issued Scannell 10,000 warrants to purchase 10,000 shares of common stock at an exercise price of $4.80.

 

On August 18, 2025, Steven Rudofsky exercised 8,333 warrants to purchase 8,333 shares of common stock at an exercise price of $3.00.

 

On September 25, 2025, the Company issued a promissory note for $5,000 to Feehan. The note was due on April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On October 14, 2025, the Company issued a promissory note for $15,000 to Feehan. The note was due on April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On October 31, 2025, the Company issued a promissory note for $2,000 to Feehan. The note was due on February 28, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On October 31, 2025, Brodkey and Scannell elected to convert accrued compensation of $42,500 and $87,500 into 6,037 and 12,429 shares of common stock, respectively. Additionally, other parties converted $67,500 of accrued compensation into 9,588 shares of common stock. The conversion rate was $7.04 per share.

 

On December 1, 2025, the Company issued a promissory note for $2,000 to Feehan. The note was due on April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

On December 11, 2025, the Company issued a promissory note for $5,000 to Feehan. The note was due on April 30, 2026. See Note 5. On March 3, 2026, the due date was extended to April 30, 2027. After the due date, if unpaid, the note was to accrue interest at 7.5%. On July 7, 2026, the note was paid.

 

 

On December 23, 2025, Mr. Rudofsky exercised 8,333 warrants to purchase 8,333 shares of common stock at an exercise price of $3.00.

 

On January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $42,500 and $87,500 into 5,445 and 12,284 shares of common stock, respectively. Additionally, other parties converted $51,667 of accrued compensation into 8,575 shares of common stock. The conversion rate was $7.10 per share.

 

On March 9, 2026, the Company issued a promissory note for $100,000 to Steven Rudofsky. The note bears interest at 8% and was due on March 9, 2027. On July 7, 2026, the note was paid.

 

On July 2, 2026, the Company entered into director agreements with Gil Atzmon (“Atzmon”), David Herskovits (“Herskovits”), Dr. John Moeller (“Moeller”), Corey Redfield (“Redfield”), and Steven Rudofsky (“Rudofsky”). The agreements provide that each director will be issued common stock valued annually at $35,000, and be issued such stock in quarterly issuances starting on August 1, 2026. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.

 

On July 28, 2026, with an effective date of April 1, 2026, the Company entered into executive employment agreements with Scannell, Brodkey and Bruce Harmon (“Harmon”). These agreements provided for the issuance of 250,000, 250,000 and 125,000 shares of common stock, respectively, upon execution of the agreements, vesting annually over two years. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.

 

On July 31, 2026, the Company agreed to compensate Moeller with 9,091 shares of common stock for services. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.

 

As of July 31, 2026, the Company has no outstanding payables to its officers.