DUE TO RELATED PARTY |
6 Months Ended |
|---|---|
Jul. 31, 2026 | |
| DUE TO RELATED PARTY | |
| DUE TO RELATED PARTY | NOTE 5 – RELATED PARTY TRANSACTIONS
On September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. On January 29, 2026, the Company issued 250,000 shares of common stock to a consultant per a Settlement and Release Agreement effective September 24, 2025 in exchange for $121,600 previously loaned to the Company by the CEO. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of July 31, 2026, $4,654 in interest has been accrued for a total balance of $179,552. RMR is a company owned and controlled by the Company’s CEO.
On May 1, 2024, the Company issued a Promissory Note in the amount of $24,669 to RMR in exchange for expenses paid and funds previously loaned to the company. The loan is unsecured with an interest rate of 10% per annum and a maturity date of December 31, 2024 which has been extended to December 31, 2026. As of July 31, 2026 RMR loaned an additional $5,050 to the Company, $22,563 has been repaid and $4,258 in interest has been accrued for a total balance of $11,414. RMR is a company owned and controlled by the Company’s CEO.
On June 3, 2026, the Company’s wholly owned subsidiary, Tendercard, Inc. ("Tendercard"), entered into a Business Loan and Security Agreement with ODK Capital, LLC (d/b/a OnDeck) in the original principal amount of $59,000, with a total repayment amount of $86,671.52 payable in 104 weekly installments of $833.38 (the "OnDeck Loan"). The OnDeck Loan was executed on behalf of Tendercard by Michael Rosen, the Company’s Chief Executive Officer and sole director, and was personally guaranteed by Mr. Rosen. The OnDeck Loan is reflected as indebtedness in the accompanying condensed consolidated financial statements. As of July 31, 2026, $4,538 in principal payments and $2,129 in interest payments have been made for a total balance of $54,462.
During the quarter ended July 31, 2026, $53,150 of the proceeds of the OnDeck Loan was transferred to Mr. Rosen, a related party. The transfer does not represent a repayment or reduction of any obligation of the Company or Tendercard to Mr. Rosen or to RMR Management LLC. The OnDeck remittances have been funded from Mr. Rosen’s personal funds, and under the agreements described in Note 9, Mr. Rosen is obligated to pre-fund all remittances from his personal funds. The Company’s remediation of this matter is described in Note 9.
Total Due to related parties consists of the total amount owed to the Company’s CEO of $128,904 and $177,004 with accrued interest of $8,912 and $7,923, at July 31, 2026 and January 31, 2026 respectively. |