NOTE 3 – DIVESTITURE OF SUBSIDIARY

On April 3, 2025, the Company’s wholly owned subsidiary, Ga-Du Corporation (“Ga-Du”), was dissolved following the filing of a Certificate of Dissolution with the State of Nevada. As a result of the dissolution, the Company assumed certain liabilities of Ga-Du totaling approximately $975,000, consisting of accounts payable and accrued compensation, including amounts due to former executives and consultants.

These liabilities were presented as “liabilities held on divestiture” in prior periods.

Included within the liabilities assumed were amounts owed to former and current related parties as follows:

During the year ended January 31, 2026, the Company settled a substantial portion of these liabilities through the issuance of common stock and through negotiated forgiveness arrangements.

On January 31, 2026, the Company issued 1,050,000 shares of common stock in settlement of $735,000 of liabilities assumed from Ga-Du. The shares were issued at a stated price of $0.70 per share, with an estimated fair value of approximately $0.265 per share, resulting in total fair value consideration of approximately $278,250. Accordingly, the Company recognized a gain on settlement of approximately $456,750.

In addition, during the year ended January 31, 2026, the Company recognized approximately $240,000 of gains related to the forgiveness of liabilities previously assumed from Ga-Du, primarily related to amounts owed to a former consultant.

The Company accounted for these transactions in accordance with ASC 470-50, Debt—Modifications and Extinguishments, and ASC 820, Fair Value Measurement, recognizing gains based on the difference between the carrying value of the liabilities extinguished and the fair value of consideration transferred.