STOCK-BASED COMPENSATION

12 Months Ended

Jan. 31, 2023

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

Note 7 – STOCK-BASED COMPENSATION

The Company’s stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests.

Under the stock-based compensation plan, the Company may grant Incentive Stock Options (“ISO”), Non-statutory Stock Options (“NSO”), Restricted Stock (“RS”) and Restricted Stock Units (“RSU).  ISO and NSO are granted under service conditions.  RS and RSU are granted under vesting criteria set by the Administrator and could be based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.  Stock options granted to employees generally vest over a four-year period, although certain grants may vest over a longer or shorter period.  Stock options granted to non-employees generally vest over a one-year period.

Valuation of Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award. The fair value of the awards is fixed at the grant date and amortized over the longer of the remaining performance or service period.  The fair value of stock-based grant awards is estimated using the fair value of the Company’s most recent historical transaction with third parties.

Stock-based compensation: Common stock activities for the year ended January 31, 2023 and 2022 are summarized as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Weighted Average Grant Date Fair Value
January 31, 2022		87,927,733			-		2	$	0.005
Expected to Vest		87,927,733
					-
Vested		(32,972,900	)		-			$	0.005
January 31, 2023		54,954,833					1	$	0.005
Expected to Vest		54,954,833

Compensation Costs

The Company recognizes the estimated compensation cost of all stock-based awards generally on a straight-line basis over the requisite service period of the entire award, which is generally the vesting period. The estimated compensation cost is based on the fair value of the common stock on the date of the grant. The Company accounts for forfeitures as they occur.

As of January 31, 2023, there was $274,774 of unrecognized compensation cost related to non-vested stock-based awards, to be recognized over a weighted average period of one year. As of January 31, 2023, there was $439,639 of unrecognized compensation cost related to non-vested stock-based awards, to be recognized over a weighted average period of two years.

Stock-based compensation recognized for the year ended January 31, 2023 amounted to $164,865. Stock-based compensation recognized for the year ended January 31, 2022 amounted to $521,615.