CONVERTIBLE NOTE PAYABLE |
12 Months Ended |
|---|---|
Jan. 31, 2026 | |
| CONVERTIBLE NOTE PAYABLE | |
| CONVERTIBLE NOTE PAYABLE | NOTE 7 – CONVERTIBLE NOTE PAYABLE
During October 2017, the Company issued a convertible promissory note with an original principal balance of $1,407,781.
The note bears interest at a rate of 1% per annum and was payable upon maturity or conversion at the option of the holder. The note contained a conversion feature that allowed the holder to convert the outstanding balance, including accrued interest, into shares of the Company’s common stock at a discount to the market price of the Company’s common stock at the date of conversion. The Company evaluated the conversion feature in accordance with ASC 815, Derivatives and Hedging, and determined that the feature did not require separate accounting as a derivative.
In accordance with ASC 470, Debt, the Company recognized a debt discount associated with the conversion feature of $248,432, which was amortized over the term of the note.
Settlement of Convertible Note
On January 31, 2026, the Company settled the convertible note through the issuance of common stock. The carrying value of the note at the date of settlement was $1,656,213.
The Company issued 2,011,115 shares of common stock in settlement of the note. 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 total consideration of $532,946, as determined in accordance with ASC 820, Fair Value Measurement. Accordingly, the Company recognized a gain on debt settlement of $1,123,267, representing the excess of the carrying value of the liability extinguished over the fair value of the equity instruments issued.
In addition, accrued interest of $117,862 related to the convertible note was settled through the issuance of common stock. This settlement is included within Note 5 – Accounts Payable and Accrued Liabilities and is not separately presented herein.
As of January 31, 2026, no convertible notes payable remained outstanding. As of January 31, 2025, convertible notes payable had a carrying value of $1,656,213. Interest expense related to the convertible note was $14,274 and $14,312 for the years ended January 31, 2026 and 2025, respectively. |