RELATED PARTY TRANSACTIONS AND BALANCES

9 Months Ended

Oct. 31, 2025

RELATED PARTY TRANSACTIONS AND BALANCES

RELATED PARTY TRANSACTIONS AND BALANCES

Note 4 – RELATED PARTY TRANSACTIONS AND BALANCES 

Advances from Related Party

During the nine months ended October 31, 2025, and 2024, the Company received cash advances of $4,500 and $14,934, 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 $187,733 and $335,999, respectively. These advances are unsecured, non-interest-bearing, and payable on demand. As of October 31, 2025, and January 31, 2025, the total amount of related parties’ advances outstanding were $1,002,338 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 October 31, 2025. These shareholders are also family members of the Company’s Chairman. As of October 31, 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 October 31, 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. No assurance can be provided that related parties will continue to provide financial support or refrain from demanding repayment.

On May 18, 2026, the Company entered into a deferred payment agreement with a related party as it relates to its accounts payable whereby both parties agreed to defer any 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 accounts payable balance of $2,411,000. 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.”