STOCKHOLDERS EQUITY

12 Months Ended

Jul. 31, 2025

Stockholders' Equity (Deficit)

STOCKHOLDERS' EQUITY

NOTE 9 - 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, 2025, and 2024.

Common Stock

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

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 years ended July 31, 2025, and 2024, the Company recognized stock-based compensation of $6,944 and $3,472, respectively. On September 24,2024, the employee resigned.

During the year ended July 31,2025, the Company issued 1,325,000 shares of restricted common stock at prices of $0.50 and $2.00 per share for an aggregate amount of $1,225,000 in cash.

As of July 31, 2025, and 2024, there were 52,735,000 shares and 51,410,000 shares of common stock issued and 46,735,000 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 July 31, 2025, and 2024, the Company had 6,000,000 shares of treasury stock valued at $600.

Common stock to be issued

On June 3, 2025, the Company entered into a subscription agreement for 50,000 shares of restricted common stock with price of $2.00 per share for the amount of $100,000 in cash. The Company obtained the amount of $100,000 before ending July 31, 2025, and the shares were issued on September 9,2025.

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 years ended July 31, 2025, and 2024, the Company recognized stock option expense of $ 6,538 and $3,269, respectively. On September 24,2024, the officer resigned.

The following is a summary of the change in stock option during the year ended July 31, 2025:

	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/canceled		(37,502	)		(1.50	)		(2.73	)
Outstanding, July 31, 2025		12,498		$	1.50			-
Exercisable options, July 31, 2025		12,498		$	1.50			2.13

The intrinsic value of the options as of July 31, 2025, 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. The expected term is calculated using a simplified method for plain vanilla options.

The Company utilized the following assumptions:

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