STOCKHOLDERS EQUITY

3 Months Ended

Oct. 31, 2024

Stockholders' Deficit

STOCKHOLDERS' EQUITY

NOTE 7 - 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 issued or outstanding as of October 31, 2024, and July 31, 2024.

Common Stock

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

As of October 31, 2024, and July 31, 2024, there were 51,410,000 shares and 51,410,000 shares of common stock issued and 45,410,000 shares and 45,410,000 shares of common stock outstanding, 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 October 31, 2024, and July 31, 2024, the Company had 6,000,000 shares of treasury stock valued at $600, respectively.

On August 8, 2024, the Company entered into a binding Purchase Agreement for Membership Interests with AusTex Aggregates LLC (“AA”) and the owner of 100% of the issued and outstanding Membership Interests of AA. By the terms of the agreement, the parties closed the Purchase Agreement on October 1,2024 with the exchange of 2,750,000 Shares of restricted common stock from the treasury of the Company to the AA’s Member, and the delivery of 100% of the Membership Interests by AA’s Member to the Company. On October 1,2024, the Company issued 2,750,000 shares of common stock as treasury stock, valued $2,282,500 based on market price at grant date. On January 17,2025, The Company and “AA” agreed to discontinue the Purchase Agreement for Membership Interests, and 2,750,000 shares of restricted common stock were cancelled at January 31,2025. As these shares were returned and cancelled prior to the issuance of these financial statements, these shares are not shown as outstanding as of period end October 31, 2024.

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. On September 24,2024, an officer resigned from his position. During the three months ended October 31, 2024, the Company recognized stock option expense of $6,538.

The following is a summary of the change in stock option during the three months ended October 31, 2024:

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

The intrinsic value of the options as of October 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 on grant date of June 17,2024:

Expected term	2 years
Expected average volatility		187	%
Expected dividend yield		-
Risk-free interest rate		4.75	%