CAPITAL STOCK |
12 Months Ended |
|---|---|
Jan. 31, 2026 | |
| CAPITAL STOCK | |
| CAPITAL STOCK | NOTE 9 – CAPITAL STOCK
Common Stock
Effective May 4, 2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated. As a result of the May 4, 2026 reverse stock split, the stated capital represented by common stock was reduced by approximately $59,982 due solely to the reduction in issued shares at the unchanged par value of $0.0001 per share. The corresponding amount was reclassified to additional paid-in capital. The reverse stock split had no effect on total stockholders' deficit.
The Company is authorized to issue 650,000,000 shares of common stock with a par value of $0.0001 per share.
During the year ended January 31, 2026, the Company issued an aggregate of 22,834,297 shares of restricted common stock in connection with the settlement of accrued compensation, accounts payable, notes payable, convertible notes, and related party obligations, as further described in Notes 5 through 8 and Note 10. These transactions were effected at a stated price of $0.70 per share, representing an aggregate settlement amount of approximately $15,984,008. For accounting purposes, the equity instruments issued were measured based on the estimated fair value of the Company’s common stock at the date of issuance, in accordance with ASC 820, Fair Value Measurement, and the related gains on settlement were recognized in accordance with ASC 470-50, Debt—Modifications and Extinguishments.
As of January 31, 2026, the Company had 24,992,656 shares of common stock issued, of which 40,000 shares were held as treasury stock, resulting in 24,952,656 shares of common stock outstanding.
As of January 31, 2025, the Company had approximately 2,158,359 shares of common stock issued, of which 40,000 shares were held as treasury stock, resulting in approximately 2,118,359 shares of common stock outstanding.
Preferred Stock
The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share.
Series A Voting Preferred Stock
On January 11, 2016, the Company’s Board of Directors authorized the creation of 1,000 shares of Series A Voting Preferred Stock.
Each share of Series A Voting Preferred Stock entitles the holder to voting rights equal to ten times the aggregate voting power of all shares of common stock and other voting securities outstanding at the time of each vote. The Series A Voting Preferred Stock is not convertible into common stock.
As of January 31, 2026 and 2025, no shares of Series A Voting Preferred Stock were issued or outstanding. |