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EQUITY
 6 Months Ended
Jan. 31, 2026
EQUITY  
EQUITY

NOTE 9 - EQUITY

 

Authorized Preferred Stock

 

The Company has authorized 10,000,000 shares of preferred stock at par value of $0.001 per share.

 

Series A Preferred stock 

 

The Company has designated 100,000 shares of preferred stock at par value of $0.001 per share.

 

 

·

The Series A Preferred Shares share in any dividends pari passu with the holders of common stock;

 

 

 

 

·

The Series A Preferred Shares have a liquidation preference equal to $10.00 per share;

 

 

 

 

·

Each share of Series A Preferred Stock entitles the holder to 10 votes on any matter presented to the holders of the Common Stock:

 

 

 

 

·

The Series A Preferred Shares have the right to convert into shares of Common Stock at a 25% discount to the next financing of $1,000,000 or more, subject to adjustment for stock splits or combinations, dividends and distributions of Common Shares, reorganizations, mergers or consolidations, or for issuance of shares of common stock below the conversion price:

 

 

 

 

·

The Company has no right to redeem the shares; and

 

As of January 31, 2026, and July 31, 2025, the Company had 100,000 shares of preferred stock issued and outstanding.

 

Authorized Common Stock

 

The Company has authorized 300,000,000 shares of common stock at par value of $0.001 per share. Each share of common stock entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

 

 As of January 31, 2026, and 2024, the Company had no options and warrants outstanding.

 

During the six months ended January 31, 2025, the Company issued 4,290,000 shares for the settlement due to a related party of $1,716,000.

 

On November 22, 2025, the Board of Directors authorized a private offering of the Company’s common stock pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933. The offering closed on December 1, 2025, resulting in issuance of 1,650,000 shares of common stock to two accredited investors for gross proceeds of $82,500 in cash.

 

As of January 31, 2026, and July 31, 2025, the Company had 17,926,686 shares and 16,276,686 shares of common stock issued and outstanding, respectively.

 

Dividend

 

On July 8, 2025, the Company declared a dividend totaling $2,374,896 to its shareholders. The dividend was satisfied primarily through the transfer of 100% of the shares of RAC Real Estate Acquisition Corp. to RAC Merger LLC, which owned approximately 98.5% of the Company’s outstanding shares at the time. The remaining minority shareholders received cash totaling $35,623. As of January 31, 2026, the remaining unpaid dividend obligation totaled $25,764.