v3.26.1
NOTES PAYABLE
 12 Months Ended
Jan. 31, 2026
NOTES PAYABLE  
NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

 

Notes payable consisted of the following:

 

 

 

January 31,

2026

 

 

January 31,

2025

 

Notes 1 commencing fiscal year 2017, each due in three months from issuance date

 

$-

 

 

$14,930

 

Note 2 commencing fiscal year 2017, due in three months from issuance date

 

 

-

 

 

 

50,000

 

Notes 3 incurred fiscal year 2017, 2018 and 2019, each due twelve months from issuance date

 

 

-

 

 

 

2,225,500

 

Notes 4 in fiscal year 2017, each due in nine months from issuance date

 

 

-

 

 

 

305,266

 

Note 5 commencing fiscal year 2019, due in nine months from issuance date

 

 

-

 

 

 

14,422

 

Note 6 incurred fiscal year 2021, due in 3 years from issuance date

 

 

350,000

 

 

 

350,000

 

Total

 

$350,000

 

 

$2,960,118

 

 

Interest expense related to notes payable, including default interest associated with Note 6, was $69,572 and $24,703 for the years ended January 31, 2026, and 2025, respectively.

 

Debt Settlements

 

During the year ended January 31, 2026, the Company settled a substantial portion of its outstanding notes payable through the issuance of common stock.

 

On January 31, 2026, the Company settled Notes 3, 4 and 5 totaling $2,545,188 through the issuance of 3,635,983 shares of common stock. The shares were issued at a stated price of $0.70 per share and had an estimated fair value of $0.265 per share, resulting in aggregate consideration of $963,535. Accordingly, the Company recognized a gain on debt settlement of $1,581,653, representing the excess of the carrying value of the liabilities extinguished over the fair value of the equity instruments issued.

 

Debt Forgiveness

 

During the year ended January 31, 2026, the Company recognized a gain on debt extinguishment of $64,930 related to the forgiveness of Notes 1 and 2.

 

Remaining Note Payable

 

The remaining balance of $350,000 as of January 31, 2026, relates to a promissory note issued to Robbins LLP.

 

On December 8, 2020, the Company entered into a promissory note in the principal amount of $350,000 with Robbins LLP pursuant to the Order and Judgment in connection with the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.). The note bears interest at a rate of 6% per annum and was originally due three years from the issuance date.

 

As of January 31, 2026, the note has matured and remains unpaid and is in default. The Company continues to accrue interest on the outstanding balance, including default interest in accordance with the terms of the promissory note.

 

Interest expense related to this note was $65,935 and $21,057 for the years ended January 31, 2026, and 2025, respectively. Accrued interest associated with this note totaled $153,099 and $87,164 as of January 31, 2026, and 2025, respectively.