Document and Entity Information
Document and Entity Information | 3 Months Ended |
Oct. 31, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | THC Therapeutics, Inc. |
Entity Central Index Key | 1,404,935 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Oct. 31, 2018 |
Current Fiscal Year End Date | --07-31 |
Is Entity's Reporting Status Current? | Yes |
Is Entity Emerging Growth Company? | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Common Stock, Shares Outstanding | 13,003,589 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Current assets | ||
Cash | $ 2,969 | |
Total current assets | 2,969 | |
Fixed Assets | 52,965 | 58,297 |
Intangible Assets | 28,372 | 28,287 |
Rights to Robotcache Coins | 2,429,981 | 2,429,981 |
Total assets | 2,511,318 | 2,519,534 |
Current liabilities | ||
Accounts payable and accrued liabilities | 136,667 | 178,165 |
Bank overdrafts | 33 | |
Accrued liabilities due to related parties | 92,837 | 7,728 |
Advances from related parties | 175,061 | 159,566 |
Notes payable | 71,947 | 76,200 |
Convertible Notes payable, net | 100,000 | 100,000 |
Derivative liability | 85,132 | 59,785 |
Total current liabilities | 661,677 | 581,444 |
Total liabilities | 661,677 | 581,444 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 500,000,000 shares authorized; 13,003,589 and 13,003,589 shares issued and outstanding as of October 31, 2018 and July 31, 2018, respectively | 13,004 | 13,004 |
Stock payable | 225,245 | 190,245 |
Additional paid-in capital | 11,444,096 | 11,128,690 |
Accumulated deficit | (9,832,928) | (9,394,072) |
Total stockholders' equity (deficit) | 1,849,641 | 1,938,090 |
Total liabilities and stockholders' equity (deficit) | 2,511,318 | 2,519,534 |
Preferred A stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | 207 | 206 |
Preferred B stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | $ 17 | $ 17 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2018 | Jul. 31, 2018 | Jun. 05, 2018 | May 12, 2017 | Jan. 24, 2017 |
Stockholders' deficit: | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, shares issued | 13,003,589 | 13,003,589 | |||
Common stock, outstanding | 13,003,589 | 13,003,589 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued | 223,500 | 216,500 | |||
Preferred stock, shares outstanding | 223,500 | 216,500 | |||
Preferred A stock [Member] | |||||
Stockholders' deficit: | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||
Preferred stock, shares issued | 207,000 | 206,000 | |||
Preferred stock, shares outstanding | 207,000 | 206,000 | |||
Preferred B stock [Member] | |||||
Stockholders' deficit: | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 16,500 | 16,500 | 16,500 | 12,000 | |
Preferred stock, shares issued | 16,500 | 16,500 | |||
Preferred stock, shares outstanding | 16,500 | 16,500 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Consolidated Statement Of Operations | ||
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
Professional fees | 13,105 | 19,796 |
Consulting fees | 349,800 | 56,068 |
Payroll expense | 20,568 | |
General and administrative expenses | 17,821 | 22,371 |
Depreciation and amortization | 6,442 | 6,377 |
Total operating expenses | 407,736 | 104,612 |
Loss from operations | (407,736) | (104,612) |
Other income (expense) | ||
Gain/(loss) on change in derivative liability | (25,347) | (673) |
Interest Expense | (5,773) | (29,041) |
Total other income (expense) | (31,120) | (29,714) |
Net income (loss) | $ (438,856) | $ (134,326) |
Basic income (loss) per common share | $ (0.03) | $ (0.01) |
Basic weighted average common shares outstanding | 13,003,589 | 11,878,466 |
CONSOLIDATED STATEMENT OF CASHF
CONSOLIDATED STATEMENT OF CASHFLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (438,856) | $ (134,326) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss on change in derivative liabilities | 25,347 | 673 |
Amortization of original issue discount | 1,890 | |
Amortization of debt discount | 24,049 | |
Stock based compensation | 349,800 | 56,084 |
Depreciation and amortization | 6,442 | 6,377 |
Imputed interest | 607 | |
Changes in operating assets and liabilities | ||
(Increase) decrease in deposits | 3,208 | |
Increase (decrease) in accounts payable | (41,498) | 722 |
Increase (decrease) in accounts payable related party | 85,109 | 1,203 |
Net cash from operating activities | (13,049) | (40,120) |
Cash Flows from investing | ||
Purchase of intangible assets | (1,195) | |
Net cash used in investing activities | (1,195) | |
Cash Flows from Financing Activities | ||
Proceeds from related party debts | 27,520 | 33,725 |
Payments on related party debts | (12,025) | (13,448) |
Proceeds from loans | 30,000 | |
Bank overdrafts | 33 | |
Payments on loans | (4,253) | |
Net cash from financing activities | 11,275 | 50,277 |
Net increase (decrease) in Cash | (2,969) | 10,157 |
Beginning cash balance | 2,969 | 187 |
Ending cash balance | 10,344 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for tax |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 1 - DESCRIPTION OF BUSINESS AND HISTORY | Description of business History On May 30, 2017, the Company formed Genesis Float Spa LLC, a wholly-owned subsidiary, to market its float spa assets purchased for wellness centers. The Company’s health spa plans are part of the Company’s strategic focus on revenue generation and creating shareholder value. On January 17, 2018, the Company changed its name to Millennium Blockchain Inc. On September 28, 2018, the Company changed its name back to THC Therapeutics, Inc. THC Therapeutics, Inc., together with its subsidiaries, shall herein be collectively referred to as the “Company.” |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 2 - BASIS OF PRESENTATION AND GOING CONCERN | Basis of Presentation Going Concern |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 3 - SUMMARY OF SIGNIFICANT POLICIES | This summary of significant accounting policies of THC Therapeutics, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation Use of Estimates Cash and Cash Equivalents Concentration Risk Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Revenue Recognition Product Sales Costs of Revenue Goodwill and Intangible Assets Intangibles – Goodwill and Other. Long-Lived Assets Segment Reporting Income Taxes Income Taxes Stock-Based Compensation Compensation-Stock Compensation Stock based compensation expense recognized under ASC 718-10 for the three months ended October 31, 2018 and 2017, totaled $349,800 and $64,190, respectively. Earnings (Loss) Per Share Earnings Per Share Advertising Costs Recently Issued Accounting Pronouncements |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 4 - FIXED ASSETS | Fixed assets consist of the following as of October 31, 2018, and July 31, 2018: October 31, 2018 July 31, 2018 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (34,667 ) (29,335 ) Fixed assets, net $ 52,965 $ 58,297 Depreciation expense for the three months ended October 31, 2018, and 2017, was $5,332 and $5,287, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 5 - INTANGIBLE ASSETS | Intangible assets consist of the following as of October 31, 2018, and July 31, 2018: October 31, 2018 July 31, 2018 Patents and patents pending $ 19,699 $ 18,504 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (7,700 ) (6,590 ) Intangible assets, net $ 28,372 $ 28,287 Amortization expense for the three months ended October 31, 2018, and 2017, was $1,110 and $1,090 respectively. |
ROBOT CACHE _ RIGHTS TO TOKENS
ROBOT CACHE – RIGHTS TO TOKENS AND EQUITY | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 6 - ROBOT CACHE – RIGHTS TO TOKENS AND EQUITY | On July 31, 2018, the Company entered into a Common Stock Purchase Agreement with and closed on (i) the purchase of rights to 10,536,315 “IRON” cryptographic tokens of Robot Cache, S.L., a Spanish limited company (“Robot Cache”), and (ii) a right of first refusal to purchase up to 3% of the capital stock of Robot Cache in a subsequent equity financing, in consideration of the Company’s issuance of 6,000,000 shares of the Company’s common stock to Robot Cache, and non-cashless warrants to purchase 3,000,000 shares of the Company’s common. These non-cashless warrants are exercisable through the earlier of July 31, 2021, and the date that is 30 days after the date that the 5-day volume-weighted average price of the Company’s common stock exceeds the exercise price for the warrants by 25%. The exercise price for the warrants is staggered as follows: 500,000 shares at $0.75/share, 500,000 shares at $1.00/share, 500,000 shares at $1.50/share, 500,000 shares at $2.00/share, and 1,000,000 shares at $5.00/share. In accordance with ASC 820, the company valued its investment in rights to Robot Cache’s tokens and equity based upon the unadjusted quoted prices of its common stock and the fair value of the warrants issued as consideration on the execution date of the agreement. The Company determined the value of the shares issued as consideration to be $0.28 per common share or $1,680,000. The stock warrants were valued at $749,981 using the Black-Scholes option pricing model. The valuation was made using the following assumptions: stock price at grant: $0.28; exercise prices: from $0.75 to $5.00 per share; term: 3 years; risk-free interest rate: 2.77%; and volatility: 232%. The investment was recorded at cost basis and on the date of the investment. As of the date of this filing the Company has not received the tokens or equity in Robot Cache but based on the information available to the Company believes that it will receive the tokens, and will be able to exercise its rights of first refusal to purchase Robot Cache equity in the first calendar quarter of 2019. If the Company receives any Robot Cache tokens or is able to exercise its right of first refusal to purchase Robot Cache equity, the Company plans to hold the tokens and/or equity as a long-term investment. |
ADVANCES FROM RELATED PARTIES
ADVANCES FROM RELATED PARTIES | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 7 - ADVANCES FROM RELATED PARTIES | Our Chief Executive Officer and a shareholder, a relative of our Chief Executive Officer, have agreed to advance funds to the Company from time to time to support the ongoing operations of the Company. The advances are due within ten (10) days of demand and bear interest at 5% annually. Advances from related parties consist of the following as of October 31, 2018: Principal as of Three months ending October 31, 2018 Principal as of Accrued interest balance July 31, 2018 Funds advanced Funds repaid October 31, 2018 As of October 31, 2018 B. Romanek, President and CEO $ 96,023 $ 24,830 $ (12,025 ) $ 108,828 $ 8,299 Shareholder Relative of our President and CEO 63,543 2,690 - 66,233 2,264 TOTAL $ 159,566 $ 27,520 $ (12,025 ) $ 175,061 $ 10,563 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 8 - RELATED PARTY TRANSACTIONS | On November 1, 2017, we entered into an employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provided services to the Company in exchange for $78,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred. During the three months ending October 31, 2018, the Company accrued $20,568 due to Mr. Romanek related to this agreement. As of October 31, 2018, Mr. Romanek has allowed the Company to defer all compensation earned to date related to his employment totaling $95,274. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 9 - NOTES PAYABLE | Notes Payable at consists of the following: October 31, July 31, 2018 2018 On May 12, 2017, the Company issued a $60,000 promissory note; the note carries no interest rate and is payable in monthly installments of $5,000. As of October 31, 2018, $11,800 in principal payments had been paid. The Company imputed interest at a rate of 5%, during the three months ending October 31, 2018 the Company recorded imputed interest of $607. 48,200 48,200 On July 3, 2018, the Company issued a $28,000 promissory note; the note carries an interest rate of 12% and is payable in 24 monthly installments of $1,307 beginning November 1, 2018. As of October 31, 2018, $4,253 in principal payments had been paid. During the three months ending October 31, 2018 the Company recorded accrued interest of $818. 23,747 28,000 Total 71,947 76,200 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 10 - CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable at consists of the following: October 31, July 31, 2018 2018 On May 9, 2017, we entered into a convertible promissory note pursuant to which we borrowed $92,500. The note carries an original issue discount of 7.5% ($7,500). Interest under the convertible promissory note is 6% per annum, and the principal and all accrued but unpaid interest is due on May 9, 2018. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a variable conversion price of 65% of the lowest closing market price of our common stock during the previous 20 days to the date of the notice of conversion. The Company recorded a debt discount in the amount of $92,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $170,560 and an initial loss of $78,060 based on the Black-Scholes pricing model. During the three months ending October 31, 2018, the Company recorded a loss on derivative liability of $25,347. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $78,966 and $21,034 during the years ended July 31, 2018 and 2017, respectively. 92,500 92,500 Original issue discount 7,500 7,500 Unamortized debt discount - - Total, net of unamortized discount 100,000 100,000 Total $ 100,000 $ 100,000 Derivative liability The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The following table presents a summary of the Company’s derivative liabilities associated with its convertible notes as of July 31, 2018, and October 31, 2018: Amount Balance July 31, 2017 $ 146,229 Debt discount originated from derivative liabilities - Initial loss recorded - Adjustment to derivative liability due to debt settlement - Change in fair market value of derivative liabilities (86,444 ) Balance July 31, 2018 $ 59,785 Debt discount originated from derivative liabilities - Initial loss recorded - Adjustment to derivative liability due to debt settlement - Change in fair market value of derivative liabilities 25,347 Balance October 31, 2018 $ 85,132 The Black-Scholes model utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note and at the date of issuance and October 31, 2018: Fair value assumptions – derivative notes: Date of issuance October 31, 2018 Risk free interest rate 1.14 % 2.69 % Expected term (years) 1.00 0.01 Expected volatility 433.18 % 232.28 % Expected dividends 0 0 % |
STOCK WARRANTS
STOCK WARRANTS | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 11 - STOCK WARRANTS | The following is a summary of warrant activity during the year ended July 31, 2018, and three months ending October 31, 2018: Number of Shares Weighted Average Exercise Price Balance, July 31, 2017 12,500 $ 0.10 Warrants granted and assumed 384,250 $ 0.216 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, July 31, 2018 396,750 $ 0.213 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, October 31, 2018 396,750 $ 0.213 396,750 of the warrants outstanding as of October 31, 2018 were exercisable. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
NOTE 12 - SHAREHOLDERS’ DEFICIT | Overview The Company’s authorized capital stock consists of 500,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. As of October 31, 2018, and July 31, 2018, the Company had 13,003,589 and 13,003,589 shares of common stock issued and outstanding, respectively. As of October 31, 2018, and July 31, 2018, the Company had 207,000 and 206,000 shares of Series A Preferred Stock issued and outstanding, respectively. As of October 31, 2018, and July 31, 2018, the Company had 16,500 and 16,500 shares of Series B Preferred Stock issued and outstanding, respectively. On December 7, 2018, the Financial Industry Regulatory Authority ("FINRA") announced the Company's 1:10 reverse stock split of the Company's common stock. The reverse stock split took effect on December 10, 2018. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split. Series A Preferred Stock On January 24, 2017, pursuant to Article III of our Articles of Incorporation, the Company designated a class of preferred stock, the “Series A Preferred Stock,” consisting of three million (300,000) shares, par value $0.001. Under the Certificate of Designation, holders of the Series A Preferred Stock are entitled at their option to convert their preferred shares into common stock at a conversion rate of one hundred (10) shares of common stock for every one (1) share of Series A Preferred Stock. The holders are further entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of one hundred (10) votes for each share held. The holders are entitled to equal rights with our common stockholders as it relates to liquidation preference. Series B Preferred Stock On May 12, 2017, pursuant to Article III of our Articles of Incorporation, the Company designated a class of preferred stock, the “Series B Preferred Stock,” consisting of up to one hundred twenty thousand (12,000) shares, par value $0.001. On June 5, 2017, the Company amended the designation to increase the number of shares of Series B Preferred Stock to one hundred sixty-five thousand (16,500) shares, par value $0.001. Under the Certificate of Designation, as amended, holders of Series B Preferred Stock are entitled to a liquidation preference on the stated value of $1.00 per share. The shares carry a mandatory conversion provision, and all shares of Series B Preferred Stock will be redeemed by the Company one year from issuance, at a variable conversion rate equal to the stated price of $1.00 divided by the prior day’s closing price as quoted on OTC Markets. Holders of Series B Preferred Stock are not entitled to any voting or dividend rights. Issuances of Common and Preferred Stock for the three months ended October 31, 2018 On August 27, 2018, the Company agreed to issue 1,000 shares of the Company's Series A Preferred Stock to a consultant for services rendered. The shares were deemed fully earned at the date of grant. In accordance with ASC 820, the Company valued the shares issued based upon the unadjusted quoted prices of its common stock on the execution date of the agreement to which the preferred stock issued as consideration are convertible and determined the value to be $3.148 per common share or $314.80 per preferred share or $314,800. Common Stock Payable as of October 31, 2018 Shares payable for services On December 16, 2017, the Company agreed to issue 16,250 shares of common stock to a consultant. The shares were fair valued at $48,263 at the date of grant. As of October 31, 2018, the shares had not yet been issued. On June 1, 2018, the Company agreed to issue 5,000 shares of common stock to a consultant. The shares were fair valued at $17,550 at the date of grant. The shares vested immediately upon issuance. As of October 31, 2018, the shares had not yet been issued. On September 28, 2018, the Company agreed to issue 50,000 shares of common stock to a consultant. The shares were fair valued at $35,000 at the date of grant. The shares vested immediately upon issuance. As of October 31, 2018, the shares had not yet been issued. Shares payable for private placements On March 5, 2018, the Company received $25,000 from an investor pursuant to a private placement agreement with the investor to purchase 6,250 shares of the Company’s common stock and 6,250 warrants to purchase shares of the Company’s common stock at $0.20 per shares for a period of three years. As of October 31, 2018, the shares had not yet been issued. On April 6, 2018, the Company received $40,000 from an investor pursuant to a private placement agreement with the investor to purchase 10,000 shares of the Company’s common stock and 25,000 warrants to purchase shares of the Company’s common stock at $0.20 per shares for a period of five years. As of October 31, 2018, the shares had not yet been issued. Shares payable for debt settlement On March 31, 2018, the Company and a lender agreed to settle a $30,000 promissory note and associated accrued interest of $3,473. The Company agreed to issue 9,500 shares of the Company’s common stock and warrants to purchase 19,500 shares of the Company’s common stock at $0.20 for a three-year term. In return for the consideration the Lender agreed to release the Company from all amounts owed. As of October 31, 2018, the shares had not yet been issued. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 13 - COMMITMENTS AND CONTINGENCIES | The Company does not own any real property. Currently the Company leases approximately 750 square feet of 1,300 shared mixed-use office and living space in San Diego, California, at a monthly rent of $3,300, of which 50% is reimbursed by our CEO, Mr. Romanek, for his personal shared use of the space. The lease includes all utilities and is effective until January 31, 2019. There is no obligation for the landlord to continue to lease the Company the space on the same terms after January 31, 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 14 - SUBSEQUENT EVENTS | In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to October 31, 2018, to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described below. On November 29, 2018, the Company agreed to issue 12,500 shares of common stock and 20,000 non-cashless warrants to purchase shares of the Company’s common stock for two years at a strike price of $0.05 to a consultant. The shares and warrants vested immediately upon issuance. On November 29, 2018, the Company agreed to issue 15,000 shares of common stock and 20,000 non-cashless warrants to purchase shares of the Company’s common stock for two years at a strike price of $0.05 to a consultant. The shares and warrants vested immediately upon issuance. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2018 | |
Summary Of Significant Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term instruments with original maturities of three months or less to be cash equivalents. There are $0 and $2,969 in cash and cash equivalents as of October 31, 2018, and July 31, 2018, respectively. |
Concentration Risk | At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of October 31, 2018, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Fair Value of Financial Instruments | The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Revenue Recognition | Product Sales Costs of Revenue |
Goodwill and Intangible Assets | The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “ Intangibles – Goodwill and Other. |
Long-Lived Assets | In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ended October 31, 2018 and 2017 the Company recorded an impairment expense of $0 and $0, respectively. |
Segment Reporting | Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core business. |
Income Taxes | The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “ Income Taxes |
Stock-Based Compensation | The Company follows the guidelines in FASB Codification Topic ASC 718-10 “ Compensation-Stock Compensation Stock based compensation expense recognized under ASC 718-10 for the three months ended October 31, 2018 and 2017, totaled $349,800 and $64,190, respectively. |
Earnings (Loss) Per Share | The Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10 “ Earnings Per Share |
Advertising Costs | The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $4,887 and $1,153 during the three months ended of October 31, 2018 and 2017, respectively. |
Recently Issued Accounting Pronouncements | The Company has evaluated the all recent accounting pronouncements through ASU 2018-20 and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. |
FIXED ASSETS (Table)
FIXED ASSETS (Table) | 3 Months Ended |
Oct. 31, 2018 | |
Fixed Assets Table Abstract | |
Schedule of fixed assets | October 31, 2018 July 31, 2018 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (34,667 ) (29,335 ) Fixed assets, net $ 52,965 $ 58,297 |
INTANGIBLE ASSETS (Table)
INTANGIBLE ASSETS (Table) | 3 Months Ended |
Oct. 31, 2018 | |
Intangible Assets Table Abstract | |
Intangible assets | October 31, 2018 July 31, 2018 Patents and patents pending $ 19,699 $ 18,504 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (7,700 ) (6,590 ) Intangible assets, net $ 28,372 $ 28,287 |
ADVANCES FROM RELATED PARTIES (
ADVANCES FROM RELATED PARTIES (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Advances From Related Parties | |
ADVANCES FROM RELATED PARTIES | Principal as of Three months ending October 31, 2018 Principal as of Accrued interest balance July 31, 2018 Funds advanced Funds repaid October 31, 2018 As of October 31, 2018 B. Romanek, President and CEO $ 96,023 $ 24,830 $ (12,025 ) $ 108,828 $ 8,299 Shareholder Relative of our President and CEO 63,543 2,690 - 66,233 2,264 TOTAL $ 159,566 $ 27,520 $ (12,025 ) $ 175,061 $ 10,563 |
NOTES PAYABLE (Table)
NOTES PAYABLE (Table) | 3 Months Ended |
Oct. 31, 2018 | |
Notes Payable | |
Notes Payable | October 31, July 31, 2018 2018 On May 12, 2017, the Company issued a $60,000 promissory note; the note carries no interest rate and is payable in monthly installments of $5,000. As of October 31, 2018, $11,800 in principal payments had been paid. The Company imputed interest at a rate of 5%, during the three months ending October 31, 2018 the Company recorded imputed interest of $607. 48,200 48,200 On July 3, 2018, the Company issued a $28,000 promissory note; the note carries an interest rate of 12% and is payable in 24 monthly installments of $1,307 beginning November 1, 2018. As of October 31, 2018, $4,253 in principal payments had been paid. During the three months ending October 31, 2018 the Company recorded accrued interest of $818. 23,747 28,000 Total 71,947 76,200 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Table) | 3 Months Ended |
Oct. 31, 2018 | |
Convertible Notes Payable | |
Convertible Notes Payable | October 31, July 31, 2018 2018 On May 9, 2017, we entered into a convertible promissory note pursuant to which we borrowed $92,500. The note carries an original issue discount of 7.5% ($7,500). Interest under the convertible promissory note is 6% per annum, and the principal and all accrued but unpaid interest is due on May 9, 2018. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a variable conversion price of 65% of the lowest closing market price of our common stock during the previous 20 days to the date of the notice of conversion. The Company recorded a debt discount in the amount of $92,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $170,560 and an initial loss of $78,060 based on the Black-Scholes pricing model. During the three months ending October 31, 2018, the Company recorded a loss on derivative liability of $25,347. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $78,966 and $21,034 during the years ended July 31, 2018 and 2017, respectively. 92,500 92,500 Original issue discount 7,500 7,500 Unamortized debt discount - - Total, net of unamortized discount 100,000 100,000 Total $ 100,000 $ 100,000 |
Derivative liabilities | The following table presents a summary of the Company’s derivative liabilities associated with its convertible notes as of July 31, 2018, and October 31, 2018: Amount Balance July 31, 2017 $ 146,229 Debt discount originated from derivative liabilities - Initial loss recorded - Adjustment to derivative liability due to debt settlement - Change in fair market value of derivative liabilities (86,444 ) Balance July 31, 2018 $ 59,785 Debt discount originated from derivative liabilities - Initial loss recorded - Adjustment to derivative liability due to debt settlement - Change in fair market value of derivative liabilities 25,347 Balance October 31, 2018 $ 85,132 The Black-Scholes model utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note and at the date of issuance and October 31, 2018: Fair value assumptions – derivative notes: Date of issuance October 31, 2018 Risk free interest rate 1.14 % 2.69 % Expected term (years) 1.00 0.01 Expected volatility 433.18 % 232.28 % Expected dividends 0 0 % |
STOCK WARRANTS (Table)
STOCK WARRANTS (Table) | 3 Months Ended |
Oct. 31, 2018 | |
Stock Warrants | |
Summary of warrant activity | Number of Shares Weighted Average Exercise Price Balance, July 31, 2017 12,500 $ 0.10 Warrants granted and assumed 384,250 $ 0.216 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, July 31, 2018 396,750 $ 0.213 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, October 31, 2018 396,750 $ 0.213 |
DESCRIPTION OF BUSINESS AND H_2
DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) | 3 Months Ended |
Oct. 31, 2018 | |
Description Of Business And History | |
State of incorporation | Nevada |
Date of incorporation | May 1, 2007 |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Basis Of Presentation And Going Concern | ||
Accumulated deficit | $ (9,832,928) | $ (9,394,072) |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Summary Of Significant Policies Details Narrative Abstract | ||||
Cash | $ 10,344 | $ 2,969 | $ 187 | |
Impairment expense | 0 | 0 | ||
Stock based compensation | 349,800 | 56,084 | ||
Advertising expenses | $ 4,887 | $ 1,153 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Fixed Assets Details Abstract | ||
dHydronator prototype | $ 27,100 | $ 27,100 |
Float Spa and associated equipment | 60,000 | 60,000 |
Office furniture and equipment | 532 | 532 |
Less: accumulated depreciation | (34,667) | (29,335) |
Fixed Assets | $ 52,965 | $ 58,297 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Fixed Assets Details Narrative Abstract | ||
Depreciation expense | $ 5,332 | $ 5,287 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Less: accumulated depreciation | $ (7,700) | $ (6,590) |
Intangible Assets | 28,372 | 28,287 |
Patents And Patents Pending [Member] | ||
Intangible Assets, Gross | 19,699 | 18,504 |
Trademarks [Member] | ||
Intangible Assets, Gross | 1,275 | 1,275 |
Website And Domain Names [Member] | ||
Intangible Assets, Gross | $ 15,098 | $ 15,098 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Intangible Assets Details Narrative Abstract | ||
Amortization expense | $ 1,110 | $ 1,090 |
ROBOT CACHE _ RIGHTS TO TOKEN_2
ROBOT CACHE – RIGHTS TO TOKENS AND EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Jul. 31, 2018 | Oct. 31, 2018 | |
Common Stock Purchase Agreement [Member] | ||
Class of warrants right to purchase | 10,536,315 | |
Common stock shares reserved for future issuance | 6,000,000 | |
Non-cashless warrants to purchase shares | 3,000,000 | |
Non cashless warrants to purchase description | <font style="font: 10pt Times New Roman, Times, Serif">These non-cashless warrants are exercisable through the earlier of July 31, 2021, and the date that is 30 days after the date that the 5-day volume-weighted average price of the Company’s common stock exceeds the exercise price for the warrants by 25%.</font></p>" id="sjs-B7"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">These non-cashless warrants are exercisable through the earlier of July 31, 2021, and the date that is 30 days after the date that the 5-day volume-weighted average price of the Company’s common stock exceeds the exercise price for the warrants by 25%.</font></p> | |
Common Stock Purchase Agreement [Member] | Exercise Price Five [Member] | ||
Class of warrant or rights outstanding | 1,000,000 | |
Exercise price per share | $ 5 | |
Common Stock Purchase Agreement [Member] | Exercise Price Four [Member] | ||
Class of warrant or rights outstanding | 500,000 | |
Exercise price per share | $ 2 | |
Common Stock Purchase Agreement [Member] | Exercise Price Three [Member] | ||
Class of warrant or rights outstanding | 500,000 | |
Exercise price per share | $ 1.50 | |
Common Stock Purchase Agreement [Member] | Exercise Price Two [Member] | ||
Class of warrant or rights outstanding | 500,000 | |
Exercise price per share | $ 1 | |
Common Stock Purchase Agreement [Member] | Exercise Price One [Member] | ||
Class of warrant or rights outstanding | 500,000 | |
Exercise price per share | $ 0.75 | |
Warrant [Member] | ||
Fair value of stock warrants | $ 749,981 | |
Common share price per share | $ 0.28 | |
Stock price grant | $ 0.28 | |
Risk-free interest rate | 2.77% | |
Volatility rate | 232.00% | |
Expected term | 3 years | |
Fair value of common stock issued as consideration | $ 1,680,000 | |
Warrant [Member] | Minimum [Member] | ||
Exercise price | $ 0.75 | |
Warrant [Member] | Maximum [Member] | ||
Exercise price | $ 5 |
ADVANCES FROM RELATED PARTIES_2
ADVANCES FROM RELATED PARTIES (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Advances from related parties Principal Beginning | $ 159,566 | |
Advances from related parties Funds advanced | 27,520 | $ 33,725 |
Advances from related parties Funds repaid | (12,025) | $ (13,448) |
Advances from related parties Principal Ending | 175,061 | |
Accrued interest Balance | 10,563 | |
B Romanek, President and CEO [Member] | ||
Advances from related parties Principal Beginning | 96,023 | |
Advances from related parties Funds advanced | 24,830 | |
Advances from related parties Funds repaid | (12,025) | |
Advances from related parties Principal Ending | 108,828 | |
Accrued interest Balance | 8,299 | |
Shareholder Relative of our President and CEO [Member] | ||
Advances from related parties Principal Beginning | 63,543 | |
Advances from related parties Funds advanced | 2,690 | |
Advances from related parties Funds repaid | ||
Advances from related parties Principal Ending | 66,233 | |
Accrued interest Balance | $ 2,264 |
ADVANCES FROM RELATED PARTIES_3
ADVANCES FROM RELATED PARTIES (Details Narrative) - Chief Executive Officer [Member] | 3 Months Ended |
Oct. 31, 2018Number | |
Advances from related parties bear interest rate | 5.00% |
Advances days | 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Payroll expense | $ 20,568 | |
Chief Executive Officer [Member] | ||
Payroll expense | 20,568 | |
Defer compensation earned | 95,274 | |
Employment agreement [Member] | ||
Reimbursement of expenses | $ 78,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Notes payable | $ 71,947 | $ 76,200 |
Notes Payable One [Member] | ||
Notes payable | 48,200 | 48,200 |
Notes Payable Two [Member] | ||
Notes payable | $ 23,747 | $ 28,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Convertible Notes Payable Details Abstract | ||
Convertible Notes payable current | $ 92,500 | $ 92,500 |
Original issue discount | 7,500 | 7,500 |
Unamortized debt discount | ||
Total, net of unamortized discount | 100,000 | 100,000 |
Convertible Notes payable, net | $ 100,000 | $ 100,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | |
Convertible Notes Payable Details 1Abstract | |||
Beginning Balance | $ 59,785 | $ 146,229 | $ 146,229 |
Debt discount originated from derivative liabilities | |||
Initial loss recorded | |||
Adjustment to derivative liability due to debt settlement | |||
Change in fair market value of derivative liabilities | 25,347 | $ 673 | (86,444) |
Ending Balance | $ 85,132 | $ 59,785 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) - Derivative Liabilities [Member] | 3 Months Ended |
Oct. 31, 2018 | |
Minimum [Member] | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 1.14% |
Expected term (years) | 1 year |
Expected volatility | 433.18% |
Expected dividends | 0.00% |
Maximum [Member] | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 2.69% |
Expected term (years) | 4 days |
Expected volatility | 232.28% |
Expected dividends | 0.00% |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jul. 31, 2018 | |
Number of Shares | ||
Outstanding, Beginning Balance | 396,750 | 396,750 |
Warrants granted and assumed | 384,250 | |
Warrants expired | ||
Warrants canceled | ||
Warrants exercised | ||
Outstanding, Ending Balance | 396,750 | 396,750 |
Weighted Average Exercise Price Per Share | ||
Weighted Average Exercise Price, Beginning Balance | $ 0.213 | $ 0.10 |
Warrants granted and assumed | 0.216 | |
Warrants expired | ||
Warrants canceled | ||
Warrants exercised | ||
Weighted Average Exercise Price, Ending Balance | $ 0.213 | $ 0.213 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - shares | Oct. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2017 |
Warrant [Member] | |||
Warrants outstanding | 396,750 | 396,750 | 396,750 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Dec. 07, 2018 | Jun. 05, 2018 | Apr. 06, 2018 | Mar. 05, 2018 | Mar. 31, 2018 | Jan. 24, 2017 | Dec. 16, 2018 | Oct. 31, 2018 | Sep. 28, 2018 | Aug. 27, 2018 | Jul. 31, 2018 | May 12, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||
Common stock, shares issued | 13,003,589 | 13,003,589 | ||||||||||
Common stock, outstanding | 13,003,589 | 13,003,589 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, shares issued | 223,500 | 216,500 | ||||||||||
Preferred stock, shares outstanding | 223,500 | 216,500 | ||||||||||
Reverse stock split, description | 1:10 | |||||||||||
Promissory note [Member] | ||||||||||||
Common stock shares reserved for future issuance | 9,500 | |||||||||||
Debt conversion amount to be converted, principle | $ 30,000 | |||||||||||
Debt conversion amount to be converted, accrued interest | $ 3,473 | |||||||||||
Promissory note [Member] | Warrant [Member] | ||||||||||||
Common stock shares reserved for future issuance | 19,500 | |||||||||||
Maturity period | 3 years | |||||||||||
Strike price | $ 0.20 | |||||||||||
Consultant [Member] | ||||||||||||
Common stock shares reserved for future issuance | 16,250 | 50,000 | ||||||||||
Common stock value reserved for future issuance | $ 48,263 | $ 35,000 | ||||||||||
Consultant [Member] | June 1, 2018 [Member] | ||||||||||||
Common stock shares reserved for future issuance | 5,000 | |||||||||||
Common stock value reserved for future issuance | $ 17,550 | |||||||||||
Investor [Member] | Private Placement [Member] | ||||||||||||
Common stock shares reserved for future issuance | 10,000 | 6,250 | ||||||||||
Proceeds from private placement | $ 40,000 | $ 25,000 | ||||||||||
Class of warrants or rights reserved for future issuance | 25,000 | 6,250 | ||||||||||
Maturity period | 5 years | 3 years | ||||||||||
Strike price | $ 0.20 | $ 0.20 | ||||||||||
Preferred A stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||
Preferred stock, shares issued | 207,000 | 206,000 | ||||||||||
Preferred stock, shares outstanding | 207,000 | 206,000 | ||||||||||
Preferred Stock, terms of conversion feature | The Series A Preferred Stock are entitled at their option to convert their preferred shares into common stock at a conversion rate of one hundred (10) shares of common stock for every one (1) share of Series A Preferred Stock | |||||||||||
Preferred stock voting rights, description | The holders are further entitled to vote together with the holders of the Company's common stock on all matters submitted to shareholders at a rate of one hundred (10) votes for each share held. The holders are entitled to equal rights with our common stockholders as it relates to liquidation preference | |||||||||||
Preferred B stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 16,500 | 16,500 | 16,500 | 12,000 | ||||||||
Preferred stock, shares issued | 16,500 | 16,500 | ||||||||||
Preferred stock, shares outstanding | 16,500 | 16,500 | ||||||||||
Preferred Stock, terms of conversion feature | The shares carry a mandatory conversion provision, and all shares of Series B Preferred Stock will be redeemed by the Company one year from issuance, at a variable conversion rate equal to the stated price of $1.00 divided by the prior day's closing price as quoted on OTC Markets | |||||||||||
Preferred stock, liquidation preference | $ 1 | |||||||||||
Preferred B stock [Member] | Consultant [Member] | ||||||||||||
Common stock shares reserved for future issuance | 1,000 | |||||||||||
Common stock, share price | $ 3.148 | |||||||||||
Preferred stock, share price | $ 314.80 | |||||||||||
Common stock value reserved for future issuance | $ 314,800 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Commitments And Contingencies | |
Description for office lease | Currently the Company leases approximately 750 square feet of 1,300 shared mixed-use office and living space in San Diego, California, at a monthly rent of $3,300, of which 50% is reimbursed by our CEO, Mr. Romanek, for his personal shared use of the space |
Operating lease periodic rent | $ 3,300 |
Frequency of periodic payments | Monthly |
Operating lease, maturity date | Jan. 31, 2019 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Consultant [Member] - $ / shares | 1 Months Ended | ||
Nov. 29, 2018 | Dec. 16, 2018 | Sep. 28, 2018 | |
Common stock shares reserved for future issuance | 16,250 | 50,000 | |
Subsequent Event [Member] | Issuance 1 [Member] | |||
Common stock shares reserved for future issuance | 12,500 | ||
Subsequent Event [Member] | Issuance 1 [Member] | Non-cashless warrants [Member] | |||
Class of warrants or rights reserved for future issuance | 20,000 | ||
Maturity period | 2 years | ||
Strike price | $ 0.05 | ||
Subsequent Event [Member] | Issuance 2 [Member] | |||
Common stock shares reserved for future issuance | 15,000 | ||
Subsequent Event [Member] | Issuance 2 [Member] | Non-cashless warrants [Member] | |||
Class of warrants or rights reserved for future issuance | 20,000 | ||
Maturity period | 2 years | ||
Strike price | $ 0.05 |