RELATED PARTY TRANSACTIONS AND BALANCES

3 Months Ended

Apr. 30, 2025

RELATED PARTY TRANSACTIONS AND BALANCES

RELATED PARTY TRANSACTIONS AND BALANCES

Note 4 – RELATED PARTY TRANSACTIONS AND BALANCES 

Advances from Related Party

During the three months ended April 30, 2025, and 2024, the Company received cash advances of $500 and $4,978, respectively, from Cheng-Hsiang Kao, the Company’s former Chief Executive Officer and a major shareholder. In addition, related party paid operating expenses on behalf of the Company totaling $30,434 and $270,613, respectively. These advances are unsecured, non-interest-bearing, and payable on demand. As of April 30, 2025, and January 31, 2025, the total amount of related party’ advances outstanding were $841,039 and $810,105, respectively.

Due to Related Party

In prior years, the Company historically sourced its inventory exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of the Company’s outstanding common shares as of April 30, 2025. These shareholders are also family members of the Company’s Chairman. As of April 30, 2025, and January 31, 2025, amounts due to this related party totaled $2,411,000 and are disclosed in Accounts Payable – related party on the balance sheets.

As of April 30, 2025, and January 31, 2025, the Company does not have written agreements governing the repayment terms of advances from related party. These obligations are unsecured, non-interest-bearing, and payable on demand. On May 18, 2026, the Company entered into a deferred payment agreement with a related party with respect to its accounts payable to the related party. Both parties agreed to defer collection efforts for a period of twenty -four (24) months from May 18, 2026, and the related party will not demand immediate repayment of the outstanding balance of $2,411,000. No assurance can be provided that related parties will continue to provide financial support or refrain from demanding repayment of the advances from the related party. The Company has not adopted a formal-related-party transaction policy, and all such transactions are approved by management. These related-party relationships and financial dependencies are further discussed under “Risk Factors–Risk Related to Related-Party Transactions and Conflicts of Interest.”