Related Party Transactions Disclosure |
3 Months Ended |
|---|---|
Apr. 30, 2025 | |
| Notes | |
| Related Party Transactions Disclosure | NOTE 6 - RELATED PARTY TRANSACTIONS
EMPLOYMENT AND BOARD OF DIRECTOR AGREEMENTS The Company executed employment and board of director agreements with its key employees, the controlling shareholders, who are its officers and directors of the Company.
Mr. Franjose Yglesias, Employment Agreement: Ten (10) year contract, annual salary of $150,000.
Mr. Kevin Jodrey, Employment Agreement: Ten (10) year contract, annual salary of $150,000.
Mr. Marc Williams, Employment Agreement: Ten (10) year contract, annual salary of $150,000.
Amounts included in accruals represent amounts due to the officers and directors for corporate obligations under the above-mentioned agreements. Payments on behalf of the Company and accruals made under contractual obligation are accrued. As of April 30, 2025, and January 31, 2025 accrued expenses were $112,500 and $0, respectively.
Sale of Interest in Pineapple Consolidated, Inc. On January 31, 2025, the Company entered into a Stock Purchase Agreement with Mr. Matthew Feinstein, the Company’s then-President, Chief Executive Officer, Treasurer, and a member of the Board of Directors. Pursuant to the agreement, the Company sold its remaining 25% ownership interest in Pineapple Consolidated, Inc. (“PCI”) to Mr. Feinstein in exchange for a $3,000,000 reduction in the outstanding principal amount of a promissory note previously issued by PCI to the Company. As a result of the transaction, the Company no longer retains any ownership interest in PCI.
Change in Control and Executive Transition On January 30, 2025, Mr. Matthew Feinstein and Mr. Shawn Credle collectively sold an aggregate of 16,000,000 shares of the Company’s common stock to Mr. Franjose “Frank” Yglesias for $335,000 in cash pursuant to a Share Purchase Agreement. The transaction resulted in a change in control of the Company.
Following this change in control, on February 12, 2025, Mr. Feinstein resigned from all positions with the Company, including as Chief Executive Officer, President, Director, and Chairman of the Board. On the same date, the Board of Directors appointed Mr. Yglesias as the new Chief Executive Officer, President, Director, and Chairman of the Board.
Mr. Yglesias is also the Chief Executive Officer and controlling shareholder of GROOVY Company, Inc. (“GROOVY”), which was acquired by the Company on March 5, 2025, as described in Note 1 - Description of Business. Accordingly, Mr. Yglesias is considered a related party with respect to transactions between the Company and GROOVY following the change in control.
Acquisition of GROOVY Company, Inc. On March 5, 2025, subsequent to the fiscal year end, the Company entered into a Share Exchange Agreement with GROOVY Company, Inc. Under the agreement, the Company agreed to issue 5,000,000 shares of common stock in exchange for 350,000,000 shares of Series A Preferred Stock of GROOVY, resulting in the Company obtaining majority voting control of GROOVY. In connection with the acquisition, the Company also assumed certain outstanding convertible notes of GROOVY, which may convert into common shares of the Company in future periods.
Given Mr. Yglesias’s dual role as CEO of both companies at the time of the transaction, this transaction is considered a related party transaction. |