STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE |
3 Months Ended | ||||||||
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Apr. 30, 2025 | |||||||||
| Notes | |||||||||
| STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE | NOTE 7 - STOCKHOLDERS’ EQUITY AUTHORIZED CAPITAL
As of April 30, 2025, the Company was authorized to issue up to 85,000,000 shares of capital stock, consisting of 75,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. The terms and rights of preferred stock may be designated in one or more series as determined by the Board of Directors in accordance with the Company’s Amended and Restated Articles of Incorporation.
Common Stock As of April 30, 2025, and January 31, 2025, the Company had 24,834,550 and 19,834,550 shares of common stock issued and outstanding, respectively. During fiscal 2025, 1,000,000 shares of common stock were cancelled and 90,000 shares were sold for cash proceeds of $45,000.
Each share of common stock is entitled to one vote per share on all matters submitted to a vote of the shareholders. Holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. There are no conversion rights, redemption rights, or preemptive rights associated with the common stock.
Preferred Stock As of April 30, 2025, 3,000,800 preferred shares have been issued. The Board of Directors is authorized to establish one or more series of preferred stock and to fix the designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series, including dividend rights, conversion rights, voting rights, redemption terms, and liquidation preferences.
Equity Transactions On March 5, 2025, subsequent to the fiscal year end, the Company issued 5,000,000 shares of its common stock pursuant to a Share Exchange Agreement with GROOVY Company, Inc. (f/k/a Santo Mining Corp.), in exchange for 350,000,000 shares of Series A Preferred Stock of GROOVY. As a result of the transaction, the Company acquired a controlling interest in GROOVY, which became a majority-owned subsidiary.
Warrants And Options The Company has one (1) Warrant outstanding as of April 30, 2025, which contains standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s Common Stock or capital structure, the warrant has no participating rights for any losses: The Warrant was issued in connection with the convertible note executed on June 23, 2023. The Warrant is convertible into the Company’s Common Stock at an Exercise Price equal to $0.0001 of the price per share of the Company’s Common Stock. This warrant contains a cashless exercise provision.
The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the valuation as equity instruments. The warrants are marked-to-market each reporting period, which will have an impact to earnings. Any future exercises of the warrants will be recorded as cash received and recorded in cash, with a corresponding increase to Common Stock and additional paid-in capital in equity.
As of April 30, 2025, the warrant liability had an initial value of $5,000 based on 100,000,000 shares of Common Stock underlying the Warrant, the following assumptions were observed:
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