NOTE 12 – Related party transactions

Accrued Expenses

As of January 31, 2026 and 2025, the Company had a balance of accrued unpaid vacation days of $9,246 and $938, respectively, to Patricia Madaris, Interim CEO, VP Finance & CFO.

Advances

On April 28, 2025, the Company received an advance of $75,000 from Pete O’Heeron, Chairman of the Board. The advance is unsecured, non-interest bearing and is payable on demand.

As of January 31, 2026 and 2025, the balance of Advances from related parties was $0 and $205,000, respectively.

Advances from related parties as of January 31, 2026 and 2025 are as follows:

 Schedule of Advances from Related Parties

Note payable

On January 31, 2023, the Company entered into a promissory note with Brett Gross for $50,000 and received cash proceeds. During the year ended January 31, 2024, the Company signed an addendum to the January 31, 2023 promissory note to increase the promissory note with Mr. Gross to $86,579. The note bears interest at 10% and matures on January 31, 2024. On February 12, 2024, the Company signed an addendum to the January 31, 2023 promissory note to net the $16,750 recourse loan with Mr. Gross and accrued interest of $480 with the promissory note. As of January 31, 2026 and 2025, the note payable related party balance $0 and $4,598, respectively.

On January 25, 2024, the Company entered into a promissory note with Mr. O’Heeron, for $250,000 and received cash proceeds. The note bears interest at 10% and matures on January 25, 2025. On February 26, 2025, the Company issued Mr. O’Heeron, 3,080,670 units for the conversion of his $250,000 promissory note and accrued interest of $27,260. Each unit consists of one share of common stock and ½ warrant. Each warrant allows the holder to purchase one share of common stock at a price of $0.09 per share. The warrants expire three years from the date of issuance. As a result of the conversion, the Company recognized a loss on settlement of liabilities of $143,373.

On February 13, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $210,000. The note bears interest at 10% matures on February 13, 2025. On May 27, 2025, the Company entered into a Private Placement Subscription Agreement to issue a total of 3,190,718 units to Mr. O’Heeron, for the conversion of a promissory note with a principal balance of $210,000 and accrued interest of $26,868. Each unit consist of one share of common stock, and a non-transferable half warrant for common stock which may be exercised for 36 months following the closing date at an exercise price equal to the offering price. The warrants expire three years from the date of issuance. As a result of the conversion, the Company recognized a loss on settlement of liabilities of $87,353.

On April 3, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $75,000. The note bears interest at 10% matures on April 3, 2025. The note is currently past due.

On May 1, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $45,000. The note bears interest at 10% matures on May 1, 2025. The note is currently past due.

On May 20, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $67,000. The note bears interest at 10% matures on May 20, 2025. The note is currently past due.

On July 5, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $70,000. The note bears interest at 10% matures on July 5, 2025. The note is currently past due.

During the year ended January 31, 2025, the Company repaid Mr. O’Heeron $257,000 of principal and $37,551 of interest on promissory notes As of January 31, 2026 and 2025, the note payable related party balance was $0 and $721,598, respectively.

Private Placement

During the year ended January 31, 2026, the Company issued 700,874 units to an officer and members of the Board of Directors for $67,043 in cash proceeds. Each unit consists of one share of common stock and ½ warrant. The warrants have a relative fair value of $18,883. Each warrant allows the holder to purchase one share of common stock at a price range from $0.09 to $0.116 per share. The warrants expire three years from the date of issuance.

Options

On August 20, 2025, the Company issued 4,040,329 options to an officer, employees and members of the board of directors. The options vest upon issuance, expire ten years following issuance and have an exercise price of $0.07. The options vest upon issuance and have a total fair value of $295,384. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $0.073, Exercise price, $0.07, Term 10 years, Volatility 178%, and Discount rate 4.02% and a dividend yield of 0%.

On December 16, 2025, the Company issued 100,000 options to a member of the board of directors. The options vest upon monthly over one year, expire ten years following issuance and have an exercise price of $0.04. The options have a total fair value of $4,031. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $0.041, Exercise price, $0.04, Term 10 years, Volatility 179%, and Discount rate 3.90% and a dividend yield of 0%.