SafeSpace Global Corp
For the period ended Apr 30, 2026. Filed Jun 15, 2026.
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Apr 30, 2026 · Filed Jun 15, 2026
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Notes to The Interim Condensed Consolidated Financial Statements (Unaudited)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SafeSpace Global Corporation (collectively the “Company,” “we,” “our” or “us”) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI monitoring tools to enhance resident safety, reduce the risk of injuries, and improve overall care efficiency.
Basis of Presentation
The unaudited interim condensed consolidated financial statements of the Company as of April 30, 2026 and July 31, 2025 and for the three and nine months ended April 30, 2026 and 2025 should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “Annual Report”), which was filed with the SEC on October 29, 2025. In these notes to the interim condensed consolidated financial statements the terms “us,” “we” or “our” refer to the Company and its consolidated subsidiaries.
These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X. They include the accounts of all wholly owned subsidiaries and all significant inter-company accounts and transactions have been eliminated in consolidation. Amounts are presented in thousands, except number of shares and per share data.
The preparation of interim condensed consolidated financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended April 30, 2026 and 2025; however, certain information and footnote disclosures normally included in our audited consolidated financial statements included in our Annual Report have been condensed or omitted as permitted by GAAP. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any interim period.
Segment Information
The Company has identified its Chief Executive Officer as the chief operating decision maker (“CODM”) who uses consolidated financial information to make operating decisions, assess financial performance, and allocate resources. The Company’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. Net loss is used to monitor budget versus actual results. The Company’s significant expenses, regularly reviewed by the CODM, are consistent with those reported on the Company’s consolidated statements of operations, and expenses are not regularly reviewed on a more disaggregated basis for purpose of assessing segment performance and deciding how to allocate resources.
Consolidation Policy
Our consolidated financial statements are consolidated in accordance with U.S. GAAP and include our accounts and the accounts of our wholly owned subsidiaries. We eliminate all intercompany transactions from our financial results.
Risk and Uncertainties
Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.
Concentration of Credit Risk
Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000. The Company had approximately $1.49 million and $7.30 million in excess of FDIC insurance deposited at a financial institution as of April 30, 2026 and July 31, 2025, respectively.
Contract Liabilities
The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months.
Revenue Recognition
The Company’s revenue recognition policy is to recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.
Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.
Advertising and Marketing
Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising and marketing costs of $143,309 and $164,040 for the nine months ended April 30 , 2026 and 2025, respectively, which are included in selling, general and administrative expenses on the interim condensed consolidated financial statements.
Net Loss Per Common Share
We determine basic loss per share and diluted loss per share in accordance with the provisions of ASC 260, “Earnings Per Share.” Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. The calculation of diluted income loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which improves financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes of the financial statements at interim and annual reporting period. ASU2024-03 is effective for all public entities for annual reporting periods beginning after*December 15, 2026,and interim reporting periods beginning afterDecember 15, 2027.*The Company is currently evaluating the effect of adopting this ASU, but does not believe it will impact the Company.
In December, 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation, and 2) information on income taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company believes the pronouncement and its impact on its income tax disclosures and related cash flow disclosures, does not impact the Company’s results of operations, or financial condition, but plans to adopt as of July 31, 2026, the Company fiscal year-end.
NOTE 2 -GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The Company had net losses of $6,209,993 for the nine months ended April 30, 2026 and $3,261,217 for the nine months ended April 30, 2025. The Company currently maintains positive working capital; however, recurring losses, an accumulated deficit, and negative cash flows from operations raise substantial doubt regarding the Company’s ability to continue as a going concern.
In view of these matters, our ability to continue as a going concern is dependent upon the continuing marketing and sales of our product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with possible additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no assurance funding will be available at this time or at acceptable terms, however. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.
The Company expects that its cash and cash equivalents of $1.7 million as of April 30, 2026 will not be sufficient to fund its operating expenses and capital expenditures for the 12 months from the issuance of these financial statements.
NOTE 3 -PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following at April 30, 2026 and July 31, 2025:
| April 30, 2026 · July 31, 2025 | |||
|---|---|---|---|
| Equipment | $239,853 | $8,923 | |
| Less: accumulated depreciation | (22,364) | (8,923) | |
| Total property and equipment, net | $217,489 | $ | - |
Depreciation expense for the nine months ended April 30, 2026 and 2025 was $13,441 and $0, respectively, of which $2,488 was included in cost of revenue and $10,953 was included in operating expenses for the nine months ended April 30, 2026.
NOTE 4 -LEASES
In February 2026, the Company entered into a noncancelable operating lease for approximately 4,883 rentable square feet of office space located in Nashville, Tennessee. The lease has a term of 75 months, with an accounting commencement date of February 1, 2026 (the date the Company obtained access to and commenced use of the premises) and an expiration date of April 30, 2032. The lease provides for a six-month rent-free period (February through July 2026), after which fixed monthly base rent payments commence on August 1, 2026 and escalate periodically over the lease term. The Company is also responsible for its proportionate share of operating costs and property taxes, which are treated as variable lease payments and expensed as incurred.
Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The ROU asset and lease liability were recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. As the rate implicit in the lease was not readily determinable, the Company used its estimated incremental borrowing rate of 8.81% in determining the present value of the lease payments. In connection with the lease, at April 30, 2026, the Company recorded a $48,830 receivable from the landlord representing a tenant improvement (construction) allowance, which was accounted for as a lease incentive reducing the right-of-use asset at the lease commencement date; the receivable will be relieved upon receipt of the allowance from the landlord.
The components of the Company’s operating lease balances as of April 30, 2026 and July 31, 2025 were as follows:
SCHEDULE OF OPERATING LEASE BALANCES
| April 30, 2026 · July 31, 2025 | |||
|---|---|---|---|
| Right-of-use asset, net | $643,811 | $ | - |
| Tenant improvement allowance receivable | 5,705 | $ | - |
| Operating lease liability | 686,321 | $ | - |
Operating lease cost, which is recognized on a straight-line basis and included in “Selling, general and administrative” expenses on the interim condensed consolidated statements of operations, was $36,805 for the three and nine months ended April 30, 2026. The Company recorded no operating lease cost under this lease during the comparable prior-year periods, as the lease had not yet commenced.
Future minimum lease payments under the noncancelable operating lease as of April 30, 2026 were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| Amount | |
|---|---|
| 2026 (remaining three months) · $ · - | |
| 2027 | 103,500 |
| 2028 | 166,567 |
| 2029 | 178,723 |
| 2030 | 184,085 |
| 2031 | 189,607 |
| Thereafter | 103,346 |
| Total undiscounted lease payments | $925,828 |
| Less: imputed interest | (239,507) |
| Present value of operating lease liability | $686,321 |
As of April 30, 2026, the weighted-average remaining lease term was approximately 6.0 years and the weighted-average discount rate was 8.81%. No cash payments had been made under the lease as of April 30, 2026. A security deposit of $38,413 required under the lease had not been paid as of April 30, 2026.
NOTE 5 -INTANGIBLES, NET
Intangibles, net consisted of the following at April 30, 2026 and July 31, 2025:
| Accumulated · Reserve for | ||||||
|---|---|---|---|---|---|---|
| Cost · Amortization · Impairment · Net | ||||||
| Software | $627,440 | $(627,440) | $ | - | $ | - |
| Intangible assets in-process | 1,222,580 | - | (1,222,580) | - | ||
| Patents | 46,312 | (10,506) | - | 35,806 | ||
| Website | 8,785 | (8,785) | - | - | ||
| Total intangibles | $1,905,117 | $(646,731) | $(1,222,580) | $35,806 | ||
| Accumulated · Reserve for | ||||||
|---|---|---|---|---|---|---|
| Cost · Amortization · Impairment · Net | ||||||
| Software | $627,440 | $(627,440) | $ | - | $ | - |
| Intangible assets in-process | 252,595 | - | - | 252,595 | ||
| Patents | 46,312 | (8,438) | - | 37,874 | ||
| Website | 8,785 | (8,785) | - | - | ||
| Total intangibles | $935,132 | $(644,663) | $ | - | $290,469 | |
Amortization expense for the nine months ended April 30, 2026 and 2025 was $2,068 and $299,953 respectively.
The Company capitalizes certain qualifying costs incurred during the application development stage of internal-use software in accordance with ASC 350-40, Internal-Use Software. Capitalized costs primarily related to the development of the Company’s AI-based software platform and associated technologies.
As of January 31, 2026, the Company had $1,222,580 of capitalized software development costs recorded as intangible assets in process. At that time, management concluded that capitalization remained appropriate and that no impairment charge was required. This conclusion was based on management’s assessment that the software platform continued to have expected future economic benefit and that the underlying technology and development work possessed value that a market participant would attribute to the asset. Management’s assessment also considered anticipated near-term commercialization opportunities, expected customer adoption, and anticipated execution of prospective customer contracts.
During the quarter ended April 30, 2026, management identified additional impairment indicators requiring reassessment of recoverability. Specifically, anticipated commercialization opportunities and expected customer contract activity did not materialize as previously expected. In addition, forecasted revenue growth associated with the software platform was delayed or reduced, and the Company continued to incur operating losses and negative cash flows while experiencing ongoing uncertainty regarding future revenue generation and access to capital.
As a result of these developments, management reassessed the assumptions supporting its prior recoverability and fair value conclusions. Management determined that the absence of executed customer contracts, continued commercialization delays, and increased uncertainty regarding future economic benefit materially weakened support for the prior assumption that a market participant would attribute value to the developed technology at or near its carrying value.
Accordingly, management concluded that the carrying amount of the capitalized software development costs was no longer recoverable and recorded a non-cash impairment charge of $1,222,580 during the quarter ended April 30, 2026. The impairment charge is included within operating expenses in the accompanying condensed consolidated statements of operations.
Following recognition of the impairment charge, the carrying value of software intangible assets in process was reduced to zero as of April 30, 2026.
We recognized a $46,225 intangible asset impairment charge during the nine months ended April 30, 2025.
Intangibles are amortized over their estimated useful lives of 2 to 20 years. As of April 30, 2026, the weighted average remaining useful life of intangibles assets in-service being amortized was approximately 14.3 years. We expect the remaining aggregate amortization expense for each of the five succeeding fiscal years to be as follows:
| 2026 | $2,757 |
| 2027 | 2,757 |
| 2028 | 2,757 |
| 2029 | 2,757 |
| 2030 | 2,757 |
| Thereafter | 22,021 |
| Total expected amortization expense | $35,806 |
NOTE 6 -CURRENT LIABILITIES
Current liabilities consisted of the following at April 30, 2026, and July 31, 2025:
| April 30, 2026 | July 31, 2025 | |
|---|---|---|
| Accounts payable | $29,488 | $94,893 |
| Accrued expenses | 253,506 | 220,814 |
| Accounts payable and accrued expenses, related party | - | 7,831 |
| Accrued officers’ payroll | 45,776 | 25,836 |
| Payroll taxes payable | 16,636 | 16,637 |
| Contract liabilities | 13,506 | - |
| Operating lease liability - current | 34,500 | - |
| Total current liabilities | $393,412 | $366,011 |
NOTE 7 -ACCOUNTS PAYABLE AND ACCRUED EXPENSES, RELATED PARTY
| April 30, 2026 · July 31, 2025 | |||
|---|---|---|---|
| Accounts payable, related party | $ | - | $2,339 |
| Accrued expenses, related party | - | 5,492 | |
| Accounts payable and accrued expenses, related party | $ | - | $7,831 |
NOTE 8 –OTHER LIABILITIES
| April 30, 2026 · July 31, 2025 | |||
|---|---|---|---|
| Operating lease liability | $651,821 | $ | - |
| Total other liabilities | $651,821 | $ | - |
NOTE 9 -COMMON STOCK
At April 30, 2026 and July 31, 2025, we had 189,870,763 and 185,497,862 shares of common stock outstanding, respectively. During the nine months ended April 30, 2026, we issued 4,372,901 shares for compensation. During the fiscal year ended July 31, 2025, we issued 105,644,166 unregistered shares of our common stock, of which 92,626,548 shares were issued for cash,2,034,155 shares for a loan modification fee,493,463 were issued for conversion of debt and related accrued interest,1,060,000 shares were issued for services and 8,730,000 were issued for compensation.
On March 23, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Nevada Secretary of State to (i) increase the total number of authorized shares of common stock from 200,000,000 to 300,000,000 and (ii) authorize 30,000,000 shares of “blank check” preferred stock. The Certificate of Amendment was filed following the receipt of written consents from the holders of a majority of the Company’s outstanding shares of common stock. As of April 30, 2026, no shares of preferred stock have been designated or issued.
On August 1, 2025, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2024, at an estimated grant date fair value of $0.052 per share on such issuance date.
On August 1, 2025, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2025, at an estimated grant date fair value of $0.604 per share on such issuance date.
On August 1, 2025, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2025, at an estimated grant date fair value of $0.592 per share on such issuance date.
On August 25, 2025, we issued 333,334 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services at an estimated grant date fair value of $0.068 per share on such issuance date.
On August 31, 2025, we issued 200,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated September 1, 2023, at an estimated grant date fair value of $0.024 per share on such issuance date.
On September 19, 2025, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2025, at an estimated grant date fair value of $0.355 per share on such issuance date.
On September 24, 2025, we issued 30,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated March 24, 2025, at an estimated grant date fair value of $0.188 per share on such issuance date.
On October 19, 2025, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated October 19, 2020, at an estimated grant date fair value of $0.033 per share on such issuance date.
On October 24, 2025, we issued 500,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated October 24, 2024, at an estimated grant date fair value of $0.113 per share on such issuance date.
On November 15, 2025, we issued 29,041 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2024, at an estimated grant date fair value of $0.052 per share on such issuance date.
On November 15, 2025, we issued 83,836 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 13, 2025, at an estimated grant date fair value of $0.125 per share on such issuance date.
On November 15, 2025, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 15, 2024, at an estimated grant date fair value of $0.188 per share on such issuance date.
On December 1, 2025, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 2, 2024, at an estimated grant date fair value of $0.110 per share on such issuance date.
On December 2, 2025, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 2, 2024, at an estimated grant date fair value of $0.110 per share on such issuance date.
On December 4, 2025, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 4, 2024, at an estimated grant date fair value of $0.084 per share on such issuance date.
On December 15, 2025, we issued 316,895 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 2, 2025, at an estimated grant date fair value of $0.107 per share on such issuance date.
On January 1, 2026, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 1, 2025, at an estimated grant date fair value of $0.169 per share on such issuance date.
On January 1, 2026, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 1, 2025, at an estimated grant date fair value of $0.105 per share on such issuance date.
On January 2, 2026, we issued 100,000 unregistered shares of our common stock to an employee pursuant to the terms of their employment agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 1, 2025, at an estimated grant date fair value of $0.107 per share on such issuance date.
On January 5, 2026, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 2, 2024, at an estimated grant date fair value of $0.090 per share on such issuance date.
On January 8, 2026, we issued 100,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 6, 2025, at an estimated grant date fair value of $0.110 per share on such issuance date.
On January 8, 2026, we issued 74,795 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated March 17, 2025, at an estimated grant date fair value of $0.220 per share on such issuance date.
On January 20, 2026, we issued 100,000 unregistered shares of our common stock to an employee pursuant to the terms of their employment agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 20, 2025, at an estimated grant date fair value of $0.135 per share on such issuance date.
On February 1, 2026, we issued 33,334 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued from a restricted stock award dated February 1, 2026, at an estimated grant date fair value of $0.184 per share on such issuance date.
On February 11, 2026, we issued 30,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated February 11, 2025, at an estimated grant date fair value of $0.277 per share on such issuance date.
On March 1, 2026, we issued 50,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated April 1, 2025, at an estimated grant date fair value of $0.188 per share on such issuance date.
On March 14, 2026, we issued 133,333 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated March 14, 2025, at an estimated grant date fair value of $0.217 per share on such issuance date.
On April 1, 2026, we issued 25,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated April 1, 2025, at an estimated grant date fair value of $0.231 per share on such issuance date.
On April 1, 2026, we issued 150,000 unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated April 1, 2025, at an estimated grant date fair value of $0.234 per share on such issuance date.
On April 15, 2026, we issued an aggregate of 133,333 unregistered shares of our common stock to three FKP Advisor LLC individuals, of which 44,445 were issued to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services. The shares were issued upon the vesting of shares from restricted stock awards dated April 15, 2025, at an estimated grant date fair value of $0.231 per share on such issuance date.
NOTE 10 -STOCK-BASED COMPENSATION
Our stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants of both stock options and warrants and restricted stock to achieve those goals.
Summary of Stock Options and Warrants
During the nine months ended April 30, 2026 and 2025, we recordedno compensation expense related to stock options and warrant, respectively. As of April 30, 2026 we only had one individual that still has Warrants that are exercisable. There are no longer any Stock options.
The following table summarizes our options and warrant activity for the nine months ended April 30, 2026:
| Number of Options and Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance at beginning of year | 2,250,000 | $0.22 |
| Cancelled | ||
| Options Expired | (1,000,000) | 0.40 |
| Balance at end of period | 1,250,000 | $0.07 |
| Warrants exercisable | 1,250,000 | $0.07 |
Summary of Restricted Stock Grants
During the nine months ended April 30, 2026 and 2025, we recorded compensation expense related to restricted stock grants of $606,710 and $1,244,302, respectively. The grant date fair value of restricted stock awards during the nine months ended April 30, 2026 and 2025 was $1,345,591 and $2,219,388, respectively. As of April 30, 2026, there was approximately $538,341 of total unrecognized stock-based compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted-average remaining recognition period of approximately 0.9 years.
The following table summarizes our restricted stock activity for the nine months ended April 30, 2026 and fiscal year ended July 31, 2025:
SCHEDULE OF RESTRICTED STOCK ACTIVITY
| April 30, 2026 | July 31, 2025 | |
|---|---|---|
| Balance at beginning of period | 11,630,000 | 4,000,000 |
| Granted | 3,623,836 | 13,280,000 |
| Expired / Cancelled | (4,192,604) | (2,650,000) |
| Released | (4,709,565) | (3,000,000) |
| Balance at end of period | 6,351,667 | 11,630,000 |
NOTE 11 -RELATED PARTY TRANSACTIONS
The Company has periodically obtained loans from related parties, primarily shareholders for which there are no formal written commitment for continued support by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered temporary in nature and have not been formalized by any written agreement. As of April 30, 2026 and July 31, 2025, related parties were owed $0 and $2,339, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (SeeNote 7 - Accounts Payable and Accrued Expenses,Related Party). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Chairman of our Board of Directors. At April 30, 2026 and July 31, 2025, we owed Platinum Equity $0 and $5,492, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim condensed consolidated balance sheets (SeeNote 7 - Accounts Payable and Accrued Expenses, Related Party).
For the nine months ending April 30, 2026, the Company recognized $61,359 in office rent expense included in “Selling, general and administrative” on our consolidated statements of operations related to a month-to-month sublease agreement for use of certain office space. There was $25,577 in office rent expense recognized for the nine months ending April 30, 2025. The lease expires April 30, 2028. The month to month sublease arrangement was with an entity related to the Company through common management. Effective May 1, 2026, the Company entered into a lease agreement for the same office space in its own name. The lease has a two-year term, requires monthly payments of $5,434, and expires on April 30, 2028.
NOTE 12 -COMMITMENTS AND CONTINGENCIES
Operating Leases
In addition to the operating lease described in Note 4 - Leases, the Company has lease agreements for certain personal and real property with initial lease terms of 12 months or less that are not recorded on the balance sheet. Our lease agreements do not include any significant renewal options. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. On May 1, 2026, we entered into atwo-year lease agreement for $5,434 a month. The lease expires April 30, 2028.
NOTE 13 -SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these interim condensed consolidated financial statements were available to be issued and determined that there were no material subsequent events requiring recognition or disclosure in these interim condensed consolidated financial statements.
Subsequent to April 30, 2026 and prior to the filing of this Report, the Company issued 1,250,000 unregistered shares of its common stock to an accredited investors in a private “friends and family” capital raise for aggregate gross proceeds of $250,000, at a price of $0.20 per share. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder.
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