Subsequent events

12 Months Ended

Jan. 31, 2022

Subsequent Events [Abstract]

Subsequent events

NOTE 14 – Subsequent events

Loan Forgiveness

In March 2022, the Company’s SBA PPP loan (see Note 6) was forgiven in full resulting in a gain on forgiveness of debt of approximately $32,000.

Shares Issued for Conversion of Note s

In April 2022, the Company issued a total of 144,304 shares of our common stock for conversions of $45,000 of the October 2021 Note at exercise prices ranging from of $0.3051 to $0.3207.

Settlement

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe, previously filed in the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and the settlement is now hereby approved, ratified, and confirmed.

A summary of the terms of that settlement is as follows:

●	Mr. Briscoe drops his demand for “accrued wages” (see Note 12).
●	Mr. Briscoe drops his claim for payment of his credit card debt (see Note 12).
●	Mr. Briscoe drops all other claims and waives and releases all claims, known or unknown.
●	Mr. Briscoe will return title and possession of all the vehicles that he previously transferred to his name. Mr. Briscoe will also return to the Company all Company property identified in our First Amended Complaint.
●	The Company will reinstate Mr. Briscoe’s stock options that expired following his resignation from the
	Board. This reinstatement will be on the same terms as originally issued, as evidenced in the August 10, 2010, Stock Option Agreement and October 11, 2016, Stock Option Agreement, each as adjusted for the February 25, 2021, reverse stock split, and pursuant to the Company’s 2010 Stock Option Plan, except for the option exercise window, which will be expanded to 30 years.
●	The Company will pay Mr. Briscoe a sum of $29,676.62 in 15 equal monthly installments.
●	Both parties will agree to a non-disparagement clause that expressly establishes prior consent to the Pima County Court’s jurisdiction for issuance of mandatory injunctive relief if an aggrieved Party reasonably believes this clause has been violated by the other Party whether such violation is done directly by the violating Party or via proxy.

The Company believes the terms are favorable and provide for recovery of Company property, extinguish significant Company debt to Mr. Briscoe and payment to Mr. Briscoe by the Company of under $30,000 in exchange for dismissal of all claims between the parties (other customary terms and conditions apply).