STOCKHOLDERS EQUITY

12 Months Ended

Jul. 31, 2024

Stockholders' Equity (Deficit)

STOCKHOLDERS' EQUITY

NOTE 8 - STOCKHOLDERS’ EQUITY

Preferred Stock 

The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.0001 per share. No preferred stock was designated, issued or outstanding as of July 31, 2024 and 2023.

Common Stock

The Company has authorized 550,000,000 shares of common stock with a par value of $0.0001 per share.

During the year ended July 31, 2023, the Company entered into a common stock purchase agreement with an investor for the issuance of 200,000 shares of restricted common stock at a price of $1.00 per share. On April 28, 2023, the Company issued 200,000 shares of common stock.  

During the year ended July 31, 2023, the Company issued 2,000,000 shares of restricted common stock to two directors for $2,000. Due to the issuance of these shares to related parties at par value, the company recognized stock-based compensation of $7,018,000, based on the closing share price of the company’s common stock on the date of grant.

On February 5, 2024, the Company issued 5,000,000 shares of common stock as compensation for a new employee. The Company valued the 5,000,000 shares of common stock based on market price on grant date of $7,500,000 and recorded this as a management expense in general and administrative expenses.  

On February 6, 2024, the Company issued 5,000,000 shares of common stock in connection with assets purchase agreement (Note 4).

On June 17, 2024, the Company entered into an engagement agreement with a director and granted 125,000 shares of restricted common stock, with term of three years, fully vesting over a three-year period on a monthly basis. The Company valued the restricted common stock in amount of $124,988 at market price on grant date. During the year ended July 31, 2024, the Company recognized stock-based compensation of $3,472. As of July 31, 2024, 121,528 shares are not vested.

As of July 31, 2024 and 2023, there were 51,410,000 shares and 41,410,000 shares of common stock issued, respectively.

Treasury stock

The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company at par value. As of July 31, 2024 and 2023, the Company had 6,000,000 shares of treasury stock valued at $600.

Stock Option

On June 17, 2024, the Company entered into an engagement agreement with an officer and granted stock option of 50,000 shares of common stock, valued at $39,225 with term of three years, exercise price of $1.50 per share, fully vesting in the first year on a monthly basis. During the year ended July 31, 2024, the Company recognized stock option expense of $3,269.

The following is a summary of the change in stock option during the year ended July 31, 2024:

	Options Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Options		Exercise Price		(years)
Outstanding, July 31, 2023		-	$	-		-
Granted		50,000		1.50		3.00
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, July 31, 2024		50,000	$	1.50		2.88
Exercisable options, July 31, 2024		4,166	$	1.50		2.88

The intrinsic value of the options as of July 31, 2024, is $0.

The Company determined the stock option to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model.

The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Expected term is calculated using a simplified method for plan vanilla options.

The Company utilized the following assumptions:

	Year Ended
	July 31,
	2024
Expected term	2 years
Expected average volatility		187	%
Expected dividend yield		-
Risk-free interest rate		4.75	%