RELATED PARTY TRANSACTIONS |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jul. 31, 2026 | |||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS | |||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures.
Related Party Balances
As of July 31, 2026, and January 31, 2026, amounts due to related parties and former related parties were as follows:
Executive Compensation and Advances – Michael Rountree
The Company has an executive employment arrangement with Michael Rountree, pursuant to which he serves in executive roles including Chief Executive Officer and Chief Financial Officer. Under the terms of the agreement, Mr. Rountree is entitled to an annual base salary of $250,000, which accrues when not paid.
The Company recorded compensation expense of $62,500 and $125,000 for each of the three and six months ended July 31, 2026 and 2025. As of July 31, 2026, accrued and unpaid compensation totaled $125,000.
In addition, Mr. Rountree advanced funds to the Company to support operating activities. As of July 31, 2026, outstanding advances totaled $175,530. Together with accrued and unpaid compensation of $125,000, these advances comprise the $300,530 of related party payables reported as of July 31, 2026.
Notes Payable – Rountree Consulting
The Company has historically received funding from Rountree Consulting, Inc., a company controlled by Michael Rountree, in the form of promissory notes issued over multiple periods. These notes bear interest at a rate of 1% per annum and are generally due within nine months of issuance. During the year ended January 31, 2026, the Company extinguished its outstanding promissory note through the issuance of shares of common stock.
Interest expense related to the Rountree notes payable was $0 and $9,677 for the three months ended July 31, 2026, and 2025, respectively. Interest expense related to the Rountree notes payable was $0 and $18,869 for the six months ended July 31, 2026, and 2025, respectively.
Other
The Company had outstanding obligations to former directors and related parties arising primarily from notes. During the year ended January 31, 2026, these balances were settled through the issuance of common stock. Interest expense related to former directors and related parties’ notes payable was $0 and $461 for the three months ended July 31, 2026, and 2025, respectively. Interest expense related to former directors and related parties’ notes payable was $0 and $907 for the six months ended July 31, 2026, and 2025, respectively.
On January 28, 2021, the Company entered into indemnification agreements with Michael Rountree, A. Carl Mudd, and S. Randall Oveson in their capacities as officers and/or directors. Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by applicable law for claims and liabilities arising from their service to the Company. |
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