Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2019 | Jun. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | THC Therapeutics, Inc. | |
Entity Central Index Key | 0001404935 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2019 | |
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 | 13,834,098 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Current assets | ||
Cash | $ 32,344 | $ 2,969 |
Total current assets | 32,344 | 2,969 |
Fixed Assets, net | 42,475 | 58,297 |
Intangible Assets, net | 26,188 | 28,287 |
Rights to Robotcache Coins | 2,429,981 | |
Total assets | 101,007 | 2,519,534 |
Current liabilities | ||
Accounts payable and accrued liabilities | 195,583 | 178,165 |
Accrued liabilities due to related parties | 163,693 | 7,728 |
Advances from related parties | 142,353 | 159,566 |
Notes payable | 48,200 | 76,200 |
Convertible Notes payable, net | 138,864 | 100,000 |
Derivative liability | 349,939 | 59,785 |
Total current liabilities | 1,038,632 | 581,444 |
Total liabilities | 1,038,632 | 581,444 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 500,000,000 shares authorized; 13,771,032 and 13,004,740 shares issued and outstanding as of April 30, 2019 and July 31, 2018, respectively | 13,771 | 13,004 |
Stock payable | 128,180 | 190,245 |
Additional paid-in capital | 34,427,625 | 11,128,690 |
Accumulated deficit | (35,507,438) | (9,394,072) |
Total stockholders' equity (deficit) | (937,625) | 1,938,090 |
Total liabilities and stockholders' equity (deficit) | 101,007 | 2,519,534 |
Preferred A stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | 220 | 206 |
Preferred B stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | $ 17 | $ 17 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Jun. 05, 2017 | 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 | 1,661 | 13,771,032 | 13,004,740 | |||
Common stock, outstanding | 13,771,032 | 13,004,740 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 236,500 | 222,500 | ||||
Preferred stock, shares outstanding | 236,500 | 222,500 | ||||
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 | 220,000 | 206,000 | ||||
Preferred stock, shares outstanding | 220,000 | 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 | 165,000 | 120,000 | ||
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 | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Consolidated Statement Of Operations | ||||
Revenues | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating expenses | ||||
Professional fees | 35,424 | 23,192 | 90,836 | 46,336 |
Consulting fees | 18,579,500 | 135,486 | 19,093,383 | 257,641 |
Payroll expense | 46,937 | 20,569 | 88,074 | 41,137 |
General and administrative expenses | 25,009 | 41,142 | 76,667 | 108,191 |
Depreciation and amortization | 6,232 | 6,213 | 19,116 | 19,012 |
Total operating expenses | 18,693,102 | 226,602 | 19,368,076 | 472,317 |
Loss from operations | (18,693,102) | (226,602) | (19,368,076) | (472,317) |
Other income (expense) | ||||
Gain/(loss) on change in derivative liability | (3,237,594) | 11,273 | (4,051,115) | 39,274 |
Gain/(loss) on settlement of debts | (37,500) | (132,234) | ||
Impairment expense | (2,429,981) | |||
Interest Expense | (200,393) | (28,729) | (226,694) | (88,622) |
Total other income (expense) | (3,437,987) | (17,456) | (6,745,290) | (181,582) |
Net income (loss) | $ (22,131,089) | $ (244,058) | $ (26,113,366) | $ (653,899) |
Basic income (loss) per common share | $ (1.66) | $ (0.02) | $ (1.99) | $ (0.05) |
Basic weighted average common shares outstanding | 13,309,529 | 12,063,758 | 13,127,462 | 11,938,914 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($) | Preferred A Stock | Preferred B Stock | Common Stock | Additional Paid-In Capital | Stock Payable | Accumulated Deficit | Total |
Beginning balance, shares at Jul. 31, 2017 | 200,000 | 16,500 | 11,878,990 | ||||
Beginning balance, amount at Jul. 31, 2017 | $ 200 | $ 17 | $ 11,879 | $ 3,046,707 | $ (3,254,672) | $ (195,869) | |
Shares for services,shares | 25,750 | ||||||
Shares for services, amount | $ 26 | $ 149,137 | $ 48,263 | $ 197,426 | |||
Shares issued for cash investments | 65,000 | 65,000 | |||||
Imputed interest | 2,121 | 2,121 | |||||
Debt discount | 7,590 | 7,590 | |||||
Shares issued for settlement of debt, amount | 106,275 | 59,432 | 165,707 | ||||
Shares issued for equity investments, shares | 250,000 | ||||||
Shares issued for equity investments, amount | $ 250 | $ 1,563,750 | 1,564,000 | ||||
Shares issued for investments in coin offerings, shares | 250,000 | ||||||
Shares issued for investments in coin offerings, amount | $ 250 | $ 1,563,750 | 1,564,000 | ||||
Net loss | $ (653,899) | $ (653,899) | |||||
Ending balance, shares at Apr. 30, 2018 | 200,000 | 16,500 | 12,404,740 | ||||
Ending balance, amount at Apr. 30, 2018 | $ 200 | $ 17 | $ 12,405 | $ 6,439,330 | $ 172,695 | $ (3,908,571) | $ 2,716,076 |
Beginning balance, shares at Jul. 31, 2018 | 206,000 | 16,500 | 13,004,740 | ||||
Beginning balance, amount at Jul. 31, 2018 | $ 206 | $ 17 | $ 13,005 | $ 11,128,689 | $ 190,245 | $ (9,394,072) | $ 1,938,090 |
Imputed interest | $ 1,803 | $ 1,803 | |||||
Debt discount | |||||||
Shares and warrants for services, shares | 14,000 | 356,200 | |||||
Shares and warrants for services, amount | $ 14 | $ 356 | 19,129,900 | (37,065) | 19,093,205 | ||
Shares and warrants issued for cash investments, shares | 6,250 | ||||||
Shares and warrants issued for cash investments, amount | $ 6 | 24,994 | (25,000) | ||||
Settlement of derivative liabilities, shares | 304,042 | ||||||
Settlement of derivative liabilities, amount | $ 304 | 4,092,719 | 4,093,023 | ||||
Shares issued for settlement of debt, shares | 99,800 | ||||||
Shares issued for settlement of debt, amount | $ 100 | $ 49,520 | 49,620 | ||||
Net loss | $ (26,113,366) | $ (26,113,366) | |||||
Ending balance, shares at Apr. 30, 2019 | 220,000 | 16,500 | 13,771,032 | ||||
Ending balance, amount at Apr. 30, 2019 | $ 220 | $ 17 | $ 13,771 | $ 34,427,625 | $ 128,180 | $ (35,507,438) | $ (937,625) |
CONSOLIDATED STATEMENT OF CASHF
CONSOLIDATED STATEMENT OF CASHFLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (26,113,366) | $ (653,899) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss on change in derivative liabilities | 4,051,115 | (39,274) |
Impairment expense | 2,429,981 | |
Amortization of original issue discount | 5,610 | |
Amortization of debt discount | 154,932 | 69,185 |
Increase in note principal as a result of penalties | 30,907 | |
Stock based compensation | 19,093,205 | 242,119 |
Depreciation and amortization | 19,116 | 19,012 |
Imputed interest | 1,803 | 2,121 |
Loss on settlement of debts | 37,500 | 132,234 |
Changes in operating assets and liabilities | ||
(Increase) decrease in deposits | 3,208 | |
Increase in prepaid assets | ||
Increase (decrease) in accounts payable | 26,378 | 24,678 |
Increase (decrease) in accounts payable related party | 155,965 | 44,884 |
Net cash from operating activities | (112,464) | (150,122) |
Cash Flows from investing | ||
Purchase of intangible assets | (1,195) | (532) |
Net cash used in investing activities | (1,195) | (532) |
Cash Flows from Financing Activities | ||
Proceeds from related party debts | 89,504 | 142,344 |
Payments on related party debts | (106,717) | (72,840) |
Proceeds of convertible loans, net | 177,500 | |
Proceeds from sale of common stock and warrants | 65,000 | |
Proceeds from loans | 30,000 | |
Payments on loans | (17,253) | (11,800) |
Net cash from financing activities | 143,034 | 152,704 |
Net increase (decrease) in Cash | 29,375 | 2,050 |
Beginning cash balance | 2,969 | 187 |
Ending cash balance | 32,344 | 2,237 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for tax |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 9 Months Ended |
Apr. 30, 2019 | |
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 | 9 Months Ended |
Apr. 30, 2019 | |
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 | 9 Months Ended |
Apr. 30, 2019 | |
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 nine months ended April 30, 2019 and 2018, totaled $19,093,205 and $242,119, respectively. Earnings (Loss) Per Share Earnings Per Share Advertising Costs Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. We will plan to adopt ASC 842 effective August 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on August 1, 2019. Therefore, comparative financial information will not be adjusted and will continue to be reported under the prior lease accounting guidance in ASC 840. We plan to elect the transition relief package of practical expedients, and as a result, we will not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We will also elect the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company has evaluated all other recent accounting pronouncements, 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
FIXED ASSETS | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 4 - FIXED ASSETS | Fixed assets consist of the following as of April 30, 2019 and July 31, 2018: April 30, 2019 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 (45,157 ) (29,335 ) Fixed assets, net $ 42,475 $ 58,297 Depreciation expense for the nine months ended April 30, 2019, and 2018, was $15,822 and $15,777, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 5 - INTANGIBLE ASSETS | Intangible assets consist of the following as of April 30, 2019 and July 31, 2018: April 30, 2019 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 (9,884 ) (6,590 ) Intangible assets, net $ 26,188 $ 28,287 Amortization expense for the nine months ended April 30, 2019, and 2018, was $3,294 and $3,235 respectively. |
ROBOT CACHE _ RIGHTS TO TOKENS
ROBOT CACHE – RIGHTS TO TOKENS AND EQUITY | 9 Months Ended |
Apr. 30, 2019 | |
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 600,000 shares of the Company’s common stock to Robot Cache, and non-cashless warrants to purchase 300,000 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 $7.50/share, 500,000 shares at $10.00/share, 500,000 shares at $15.00/share, 500,000 shares at $20.00/share, and 1,000,000 shares at $50.00/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 $2.80 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: $2.80; exercise prices: from $7.50 to $50.00 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. During the quarter ending January 31, 2019, the Company was notified that due to Robot Cache’s regulatory constraints, the Company would not be receiving Robot Cache tokens. Robot Cache expressed an intent to restructure the investment with a replacement equity instrument. The Company was unable to determine with any certainty the value of the replacement equity instrument that may be issued; as a result, the Company has impaired the Robot Cache rights in full, and an impairment expense of $2,429,981 was recorded. |
ADVANCES FROM RELATED PARTIES
ADVANCES FROM RELATED PARTIES | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 7 - ADVANCES FROM RELATED PARTIES | Our Chief Executive Officer and a shareholder, a relative of our Chief Executive Officer, previously agreed to advance funds to the Company from time to time to support the ongoing operations of the Company. 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 April 30, 2019: Principal as of Nine months ending April 30, 2019 Principal as of Accrued interest balance As of July 31, 2018 Funds advanced Funds repaid April 30, 2019 April 30, 2019 B. Romanek, President and CEO $ 96,023 $ 82,654 $ (106,713 ) $ 71,960 $ 9,907 Shareholder Relative of our President and CEO 63,543 6,850 - 70,363 4,006 TOTAL $ 159,566 $ 89,504 $ (106,717 ) $ 142,353 $ 13,913 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Apr. 30, 2019 | |
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 provides 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. On February 1, 2019, we emended the employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $178,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred. During the nine months ending April 30, 2019, the Company accrued $88,074 due to Mr. Romanek related to this agreement. As of April 30, 2019, Mr. Romanek has allowed the Company to defer all compensation earned to date related to his employment agreements totaling $149,780. On April 25, 2019, Fiorenzo “Enzo” Villani was appointed a member of the Company’s Board of Directors. The Company issued 13,000 shares of the Company’s Series A Preferred Stock to Mr. Villani in consideration of his appointment as a member of the Company’s Board of Directors. 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 $13.55 per common share or $1,355 per preferred share or $17,615,000. He will also be issued 1,661 shares of the Company’s common stock per quarter beginning July 31, 2019. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 9 - NOTES PAYABLE | Notes Payable at consists of the following: April 30, July 31, 2019 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 April 30, 2019, $11,800 in principal payments had been paid. The Company imputed interest at a rate of 5%; during the nine months ending April 30, 2019, the Company recorded imputed interest of $1,803. 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 April 30, 2019, $17,253 in principal payments had been paid. During the six months ending April 30, 2019, the Company recorded interest expense of $1,115 during the nine months ending April 30, 2019. On January 4, 2018, the Company settled all outstanding principal and interest through the execution of settlement agreement in which the Company agreed to issue the debtholder 99,880 shares of the Company’s common stock. The fair value of the shares was $49,620; a loss on settlement of debt of $37,500 was recorded as a result of the debt settlement. - 28,000 Total 48,200 76,200 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 10 - CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable at consists of the following: April 30, July 31, 2019 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 $100,000 in connection with the original issue discount and 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. During the quarter ending April 30, 2019, the noteholder notified the Company that it had elected to enforcing certain default rights. As a result, the principal amount of the note increased by $33,932 and the interest rate increased to 16%. They further notified the Company that they had chosen to waive all other default rights. 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 nine months ending April 30, 2019, the Company recorded an additional loss on derivative liability of $61,955. 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. $ 133,932 100,000 Unamortized debt discount - - Total, net of unamortized discount 133,932 100,000 On March 25, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On March 25, 2019 we borrowed $50,000, net of debt issuance costs and investor legal fees of $7,000 resulting in the Company receiving $43,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on March 25, 2020. 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 equal to the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) Variable Conversion Price of 60% multiplied by the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Company recorded a debt discount in the amount of $50,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $4,932 during the nine months ended April 30, 2019. Further, the Company recognized a derivative liability of $170,215 and an initial loss of $120,218 based on the Black-Scholes pricing model. During the nine months ending April 30, 2019, the Company recorded an additional loss on derivative liability of $57,981. 50,000 - Unamortized debt discount (45,068 ) - Total, net of unamortized discount 4,932 - Total $ 138,864 $ - Convertible notes settled On January 4, 2019, we entered into a convertible promissory note pursuant to which we borrowed $150,000, net of debt issuance costs of $15,500 resulting in the Company receiving $134,500. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on October 3, 2019. 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 50% of the lowest trading 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 $150,000 in connection with the initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $150,000 during the nine months ended April 30, 2019. Further, the Company recognized a derivative liability of $289,420 and an initial loss of $154,920 based on the Black-Scholes pricing model. During the nine months ending April 30, 2019, the Company recorded an additional loss on derivative liability of $3,649,041. On September 21, 2018, all principal and accrued interest of $150,000 and $5,474, respectively was converted into 256,082 shares of the Company’s common stock. 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 April 30, 2019: 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 177,500 Initial loss recorded 459,638 Adjustment to derivative liability due to debt settlement (3,938,461 ) Change in fair market value of derivative liabilities 3,591,477 Balance April 30, 2019 $ 349,939 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 April 30, 2019: Fair value assumptions – derivative notes: Date of issuance April 30, 2019 Risk free interest rate 1.14-2.57 % 2.39 % Expected term (years) 1.00-0.75 0.90-0.01 Expected volatility 390.76-458.59 % 457.23 % Expected dividends 0 0 |
STOCK WARRANTS
STOCK WARRANTS | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 11 - STOCK WARRANTS | The following is a summary of warrant activity during the year ended July 31, 2018, and nine months ending April 30, 2019: Number of Shares Weighted Average Exercise Price Balance, July 31, 2017 12,500 $ 10.00 Warrants granted and assumed 403,750 $ 21.56 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, July 31, 2018 416,250 $ 21.21 Warrants granted and assumed 195,000 2.05 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, April 30, 2019 611,250 $ 15.10 611,250 of the warrants outstanding as of April 30, 2019 were exercisable. On March 25, 2019, the Company issued stock warrants to purchase 5,000 shares of its common stock to a lender as part of a financing agreement. The warrants have a strike price of $10.00. The stock warrants are exercisable any time after issuance and have a life of 3 years. The value the warrants is embedded in the debt discount of the associated convertible promissory note. The valuation of the debt discount associated with the warrants was $36,247 which was made using the following assumptions: stock price at grant: $7.25; exercise price: $10.00; term: 3 years; risk-free interest rate: 2.49%; volatility: 459%. On January 4, 2019, the Company issued stock warrants to purchase 150,000 shares of its common stock to a lender as part of a financing agreement. The warrants have a strike price of $1.00. The stock warrants are exercisable any time after issuance and have a life of 5 years. The value the warrants is embedded in the debt discount of the associated convertible promissory note. The valuation of the debt discount associated with the warrants was $74,699 which was made using the following assumptions: stock price at grant: $0.50; exercise price: $1.00; term: 5 years; risk-free interest rate: 2.49%; volatility: 391%. On November 29, 2018, Company issued 20,000 stock warrants to a business advisory consultant for services rendered during the quarter ended January 31, 2019. The stock warrants were valued at $19,954 using the Black-Scholes option pricing model. The valuation was made using the following assumptions: stock price at grant: $1.01; exercise price: $5.00; term: 2 years; risk-free interest rate: 2.81%; volatility: 394%. On November 29, 2018, Company issued 20,000 stock warrants to a business advisory consultant for services rendered during the quarter ended January 31, 2019. The stock warrants were valued at $19,954 using the Black-Scholes option pricing model. The valuation was made using the following assumptions: stock price at grant: $1.01; exercise price: $5.00; term: 2 years; risk-free interest rate: 2.81%; volatility: 394%. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
NOTE 12 - SHAREHOLDERS’ DEFICIT | 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 April 30, 2019, and July 31, 2018, the Company had 13,771,032 and 13,004,740 shares of common stock issued and outstanding, respectively. As of April 30, 2019, and July 31, 2018, the Company had 220,000 and 206,000 shares of Series A Preferred Stock issued and outstanding, respectively. As of April 30, 2019, and July 31, 2018, the Company had 16,500 and 16,500 shares of Series B Preferred Stock issued and outstanding, respectively. The Company also has 47,130 shares payable in relation to prior agreements which were valued based upon their respective agreement dates at $128,180. 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 and preferred 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 (3,000,000) 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 (100) 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 (100) 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 (120,000) 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 (165,000) 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 $10.00 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 $10.00 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. As of April 30, 2019, no shares of Series B Preferred Stock eligible for mandatory conversion have been converted into common stock. Issuances of Common and Preferred Stock for the nine months ended April 30, 2019 On April 25, 2019, Fiorenzo “Enzo” Villani was appointed a member of the Company’s Board of Directors. The Company issued 13,000 shares of the Company’s Series A Preferred Stock to Mr. Villani in consideration of his appointment as a member of the Company’s Board of Directors. 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 $13.55 per common share or $1,355 per preferred share or $17,615,000. On August 27, 2018, the Company agreed to issue 1,000 shares of the Company’s Series A Preferred Stock to a legal consultant for services rendered in the quarter ending October 31, 2018. 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. Shares issued and payable for services On December 16, 2017, the Company agreed to issue 16,250 shares of common stock to a financial consultant for accounting services. The shares were fair valued at $48,263 at the date of grant. The shares are fully vested. 16,200 shares were issued during the nine months ended April 30, 2019 and 50 shares remain payable to the consultant. On June 1, 2018, the Company agreed to issue 5,000 shares of common stock to a financial consultant for accounting services rendered during the month of June 2018. The shares were fair valued at $17,550 at the date of grant. The shares vested immediately upon issuance. The shares were issued during the nine months ended April 30, 2019. On September 28, 2018, the Company agreed to issue 50,000 shares of common stock to a financial consultant for accounting services rendered during the quarter ending October 31, 2018. The shares were fair valued at $35,000 at the date of grant. The shares vested immediately upon issuance. On November 28, 2018, the Company agreed to issue 25,000 shares of common stock to a healthcare consultant for services rendered during the quarter ended January 31, 2019. The shares were fair valued at $26,225 at the date of grant. The shares vested immediately upon issuance. As of January 31, 2019, the shares had not yet been issued. On November 29, 2018, the Company agreed to issue 15,000 shares of common stock and 20,000 warrants to purchase shares of the Company’s common stock at a price of $5.00 for a period of two years to a business advisory consultant for services rendered during the quarter ended January 31, 2019. The shares and warrants were fair valued at $35,089 at the date of grant. The shares vested immediately upon issuance. 12,500 shares were issued during the nine months ended April 30, 2019, and 2,500 shares remain payable to the Consultant. On November 29, 2018, the Company agreed to issue 12,500 shares of common stock and 20,000 warrants to purchase shares of the Company’s common stock at a price of $5.00 for a period of two years to a business advisory consultant for services rendered during the quarter ended January 31, 2019. The shares and warrants were fair valued at $32,567 at the date of grant. The shares vested immediately upon issuance. On January 29, 2019, the Company agreed to issue 100,000 shares of common stock to a business advisory consultant for services rendered in the quarter ending January 31, 2019. The shares were fair valued at $70,000 at the date of grant. The shares vested immediately upon issuance. Shares issued and 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 $2.00 per share for a period of three years. The shares were issued during the nine months ended April 30, 2019. 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 $2.00 per share for a period of five years. As of April 30, 2019, 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 April 30, 2019, the shares had not yet been issued. On January 4, 2019, the Company and a lender agreed to settle a $10,747 promissory note and associated accrued interest of $1,373. The Company agreed to issue 99,880 shares of the Company’s common stock. In return for the consideration the Lender agreed to release the Company from all amounts owed. 99,800 shares were issued during the nine months ended April 30, 2019 and 80 shares remain payable to the lender. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2019 | |
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 term ended January 31, 2019, as of April 30, 2019 the Company’s continues to lease the space on a month-to-month basis. There is no obligation for the landlord to continue to lease the Company the space on the same terms in future months. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Note 14 - SUBSEQUENT EVENTS | In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to April 30, 2019, 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 the events disclosed below. Rescission of prior agreement On May 3, 2019, the Company and BurstIQ rescinded the Simple Agreement for Future Tokens Simple Agreement for Future Equity Conversion of convertible promissory notes On May 27, 2019, a Noteholder elected to convert $68,932 of principal and $17,042 of accrued interest into 18,499 shares of the Company common stock in accordance with the rights under their convertible promissory note dated May 9, 2017 On June 7, 2019, a Noteholder elected to convert $35,000 of principal, $30,000 in default principal and $16,384 of accrued interest into 26,596 shares of the Company common stock in accordance with the rights under their convertible promissory note dated May 9, 2017. Repayment of a promissory note On May 3, 2019, The Company repaid $48,200 in outstanding principal under its promissory note dated May 12, 2017. The Company has no further obligations under the note as a result of the repayment. Convertible promissory note On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
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 $32,344 and $2,969 in cash and no cash equivalents as of April 30, 2019 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 April 30, 2019, 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 – Costs of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs is not a significant portion of the cost 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 nine months ended April 30, 2019 and 2018 the Company recorded an impairment expense of $2,429,981 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 nine months ended April 30, 2019 and 2018, totaled $19,093,205 and $242,119, 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 $26,383 and $24,274 during the nine months ended of April 30, 2019 and 2018, respectively. |
Recently Issued Accounting Pronouncements | In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective is effective for fiscal years beginning after December 15, 2018. We will plan to adopt ASU 2018-07 effective August 1, 2019 for. Upon adoption of the standard is not expected to have an impact on our financial position or results of operations for the nine months ending April 30, 2019 and 2018. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. We will plan to adopt ASC 842 effective August 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on August 1, 2019. Therefore, comparative financial information will not be adjusted and will continue to be reported under the prior lease accounting guidance in ASC 840. We plan to elect the transition relief package of practical expedients, and as a result, we will not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We will also elect the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company has evaluated all other recent accounting pronouncements, 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 (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Fixed Assets | |
Schedule of fixed assets | April 30, 2019 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 (45,157 ) (29,335 ) Fixed assets, net $ 42,475 $ 58,297 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Intangible Assets | |
Schedule of Intangible assets | April 30, 2019 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 (9,884 ) (6,590 ) Intangible assets, net $ 26,188 $ 28,287 |
ADVANCES FROM RELATED PARTIES (
ADVANCES FROM RELATED PARTIES (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Advances From Related Parties | |
Schedule of advances from related parties | Principal as of Nine months ending April 30, 2019 Principal as of Accrued interest balance As of July 31, 2018 Funds advanced Funds repaid April 30, 2019 April 30, 2019 B. Romanek, President and CEO $ 96,023 $ 82,654 $ (106,713 ) $ 71,960 $ 9,907 Shareholder Relative of our President and CEO 63,543 6,850 - 70,363 4,006 TOTAL $ 159,566 $ 89,504 $ (106,717 ) $ 142,353 $ 13,913 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Notes Payable | |
Schedule of Notes Payable | Notes Payable at consists of the following: April 30, July 31, 2019 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 April 30, 2019, $11,800 in principal payments had been paid. The Company imputed interest at a rate of 5%; during the nine months ending April 30, 2019, the Company recorded imputed interest of $1,803. 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 April 30, 2019, $17,253 in principal payments had been paid. During the six months ending April 30, 2019, the Company recorded interest expense of $1,115 during the nine months ending April 30, 2019. On January 4, 2018, the Company settled all outstanding principal and interest through the execution of settlement agreement in which the Company agreed to issue the debtholder 99,880 shares of the Company’s common stock. The fair value of the shares was $49,620; a loss on settlement of debt of $37,500 was recorded as a result of the debt settlement. - 28,000 Total 48,200 76,200 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Convertible Notes Payable | |
Schedule Of Convertible Notes Payable | Convertible Notes Payable at consists of the following: April 30, July 31, 2019 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 $100,000 in connection with the original issue discount and 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. During the quarter ending April 30, 2019, the noteholder notified the Company that it had elected to enforcing certain default rights. As a result, the principal amount of the note increased by $33,932 and the interest rate increased to 16%. They further notified the Company that they had chosen to waive all other default rights. 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 nine months ending April 30, 2019, the Company recorded an additional loss on derivative liability of $61,955. 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. $ 133,932 100,000 Unamortized debt discount - - Total, net of unamortized discount 133,932 100,000 On March 25, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On March 25, 2019 we borrowed $50,000, net of debt issuance costs and investor legal fees of $7,000 resulting in the Company receiving $43,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on March 25, 2020. 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 equal to the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) Variable Conversion Price of 60% multiplied by the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Company recorded a debt discount in the amount of $50,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $4,932 during the nine months ended April 30, 2019. Further, the Company recognized a derivative liability of $170,215 and an initial loss of $120,218 based on the Black-Scholes pricing model. During the nine months ending April 30, 2019, the Company recorded an additional loss on derivative liability of $57,981. 50,000 - Unamortized debt discount (45,068 ) - Total, net of unamortized discount 4,932 - Total $ 138,864 $ - |
Schedule of 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 April 30, 2019: 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 177,500 Initial loss recorded 459,638 Adjustment to derivative liability due to debt settlement (3,938,461 ) Change in fair market value of derivative liabilities 3,591,477 Balance April 30, 2019 $ 349,939 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 April 30, 2019: Fair value assumptions – derivative notes: Date of issuance April 30, 2019 Risk free interest rate 1.14-2.57 % 2.39 % Expected term (years) 1.00-0.75 0.90-0.01 Expected volatility 390.76-458.59 % 457.23 % Expected dividends 0 0 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Stock Warrants | |
Schedule of summary of warrant activity | Number of Shares Weighted Average Exercise Price Balance, July 31, 2017 12,500 $ 10.00 Warrants granted and assumed 403,750 $ 21.56 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, July 31, 2018 416,250 $ 21.21 Warrants granted and assumed 195,000 2.05 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance, April 30, 2019 611,250 $ 15.10 |
DESCRIPTION OF BUSINESS AND H_2
DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) | 9 Months Ended |
Apr. 30, 2019 | |
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 ($) | 3 Months Ended | 9 Months Ended | 141 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Jan. 31, 2019 | |
Basis Of Presentation And Going Concern | |||||
Net loss | $ (22,131,089) | $ (244,058) | $ (26,113,366) | $ (653,899) | $ (35,507,438) |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | |
Summary Of Significant Policies Details Narrative Abstract | ||||||
Cash | $ 32,344 | $ 2,237 | $ 32,344 | $ 2,237 | $ 2,969 | $ 187 |
FDIC limit | 0 | 0 | ||||
Impairment expense | 2,429,981 | |||||
Stock based compensation | 19,093,205 | 242,119 | ||||
Advertising expenses | $ 26,383 | $ 24,274 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Apr. 30, 2019 | 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 | (45,157) | (29,335) |
Fixed Assets | $ 42,475 | $ 58,297 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Fixed Assets Details Narrative Abstract | ||
Depreciation expense | $ 15,822 | $ 15,777 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Less: accumulated depreciation | $ (9,884) | $ (6,590) |
Intangible Assets, net | 26,188 | 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 ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Intangible Assets Details Narrative Abstract | ||
Amortization expense | $ 3,294 | $ 3,235 |
ROBOT CACHE _ RIGHTS TO TOKEN_2
ROBOT CACHE – RIGHTS TO TOKENS AND EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Description of non-cashless warrants exercise price | 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 Companys common stock exceeds the exercise price for the warrants by 25%. | ||||
Impairment expense | $ 2,429,981 | ||||
Common Stock Purchase Agreement [Member] | |||||
Class of warrants right to purchase | 10,536,315 | ||||
Common stock shares reserved for future issuance | 600,000 | ||||
Non-cashless warrants to purchase shares | 300,000 | ||||
Common Stock Purchase Agreement [Member] | Exercise Price Five [Member] | |||||
Class of warrant or rights outstanding | 1,000,000 | ||||
Exercise price per share | $ 50 | ||||
Common Stock Purchase Agreement [Member] | Exercise Price Four [Member] | |||||
Class of warrant or rights outstanding | 500,000 | ||||
Exercise price per share | $ 20 | ||||
Common Stock Purchase Agreement [Member] | Exercise Price Three [Member] | |||||
Class of warrant or rights outstanding | 500,000 | ||||
Exercise price per share | $ 15 | ||||
Common Stock Purchase Agreement [Member] | Exercise Price Two [Member] | |||||
Class of warrant or rights outstanding | 500,000 | ||||
Exercise price per share | $ 10 | ||||
Common Stock Purchase Agreement [Member] | Exercise Price One [Member] | |||||
Class of warrant or rights outstanding | 500,000 | ||||
Exercise price per share | $ 7.50 | ||||
Warrant [Member] | |||||
Fair value of stock warrants | $ 749,981 | ||||
Stock price grant | $ 2.80 | $ 2.80 | |||
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 | 7.50 | $ 7.50 | |||
Warrant [Member] | Maximum [Member] | |||||
Exercise price | $ 50 | $ 50 |
ADVANCES FROM RELATED PARTIES_2
ADVANCES FROM RELATED PARTIES (Details) - USD ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Advances from related parties principal beginning | $ 159,566 | |
Advances from related parties funds advanced | 89,504 | $ 142,344 |
Advances from related parties funds repaid | (106,717) | $ (72,840) |
Advances from related parties principal ending | 142,353 | |
Accrued interest balance | 13,913 | |
B Romanek, President and CEO [Member] | ||
Advances from related parties principal beginning | 96,023 | |
Advances from related parties funds advanced | 82,654 | |
Advances from related parties funds repaid | (106,713) | |
Advances from related parties principal ending | 71,960 | |
Accrued interest balance | 9,907 | |
Shareholder Relative of our President and CEO [Member] | ||
Advances from related parties principal beginning | 63,543 | |
Advances from related parties funds advanced | 6,850 | |
Advances from related parties funds repaid | ||
Advances from related parties principal ending | 70,363 | |
Accrued interest balance | $ 4,006 |
ADVANCES FROM RELATED PARTIES_3
ADVANCES FROM RELATED PARTIES (Details Narrative) - Chief Executive Officer [Member] | 9 Months Ended |
Apr. 30, 2019Number | |
Advances from related parties bear interest rate | 5.00% |
Advances due, days | 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2019 | Apr. 25, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | |
Professional fees | $ 35,424 | $ 23,192 | $ 90,836 | $ 46,336 | ||||
Preferred stock, shares issued | 236,500 | 236,500 | 222,500 | |||||
Common stock price per share | $ (937,625) | $ 2,716,076 | $ (937,625) | $ 2,716,076 | $ 1,938,090 | $ (195,869) | ||
Common stock, shares issued | 13,771,032 | 13,771,032 | 1,661 | 13,004,740 | ||||
Chief Executive Officer [Member] | ||||||||
Professional fees | $ 78,000 | |||||||
Accrued professional fees | $ 88,074 | 88,074 | ||||||
Deferred compensation | $ 149,780 | 149,780 | ||||||
Chief Executive Officer [Member] | On February 1, 2019 [Member] | ||||||||
Professional fees | $ 178,000 | |||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 13,000 | |||||||
Common stock price per share | $ 13.55 | |||||||
Preferred stock price per share | $ 1,355 | |||||||
Preferred stock value reserved for future issuance | $ 17,615,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 | Jan. 31, 2018 |
Notes payable | $ 48,200 | $ 76,200 | |
Notes Payable One [Member] | |||
Notes payable | 48,200 | 48,200 | |
Notes Payable Two [Member] | |||
Notes payable | |||
Notes Payable Three [Member] | |||
Notes payable | $ 28,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Apr. 30, 2019 | Jan. 04, 2019 | Jul. 31, 2018 |
Convertible Notes payable, net | $ 138,864 | $ 100,000 | |
Convertible Promissory Note [Member] | |||
Convertible Notes payable current | 133,932 | 100,000 | |
Unamortized debt discount | |||
Total, net of unamortized discount | 133,932 | 100,000 | |
Convertible Notes payable, net | $ 150,000 | ||
Convertible Promissory Note One [Member] | |||
Convertible Notes payable current | 50,000 | ||
Unamortized debt discount | (45,068) | ||
Total, net of unamortized discount | 4,932 | ||
Convertible Notes payable, net | $ 138,864 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Convertible Notes Payable Details 1Abstract | ||
Beginning Balance | $ 59,785 | $ 146,229 |
Debt discount originated from derivative liabilities | 177,500 | |
Initial loss recorded | 459,638 | |
Adjustment to derivative liability due to debt settlement | (3,938,461) | |
Change in fair market value of derivative liabilities | 3,591,477 | (86,444) |
Ending Balance | $ 349,939 | $ 59,785 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) - Derivative Liabilities [Member] | 9 Months Ended |
Apr. 30, 2019 | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 2.39% |
Expected volatility | 457.23% |
Expected dividends | 0.00% |
Minimum [Member] | |
Fair value assumptions - derivative notes: | |
Expected term (years) | 4 days |
Maximum [Member] | |
Fair value assumptions - derivative notes: | |
Expected term (years) | 10 months 25 days |
Date Of Issuance [Member] | |
Fair value assumptions - derivative notes: | |
Expected dividends | 0.00% |
Date Of Issuance [Member] | Minimum [Member] | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 1.14% |
Expected term (years) | 9 months |
Expected volatility | 390.76% |
Date Of Issuance [Member] | Maximum [Member] | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 2.57% |
Expected term (years) | 1 year |
Expected volatility | 458.59% |
CONVERTIBLE NOTES PAYABLE (De_4
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 04, 2019 | Sep. 21, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Sep. 21, 2018 | Jul. 31, 2018 |
Convertible promissory note | $ 138,864 | $ 138,864 | $ 100,000 | |||||
Debt discount | 150,000 | 150,000 | ||||||
Derivative liability | 289,420 | 289,420 | ||||||
Initial loss | 154,920 | |||||||
Loss on change in derivative liabilities | 3,237,594 | $ (11,273) | 4,051,115 | $ (39,274) | ||||
Principal amount | $ 150,000 | |||||||
Accrued interest | $ 163,693 | $ 163,693 | $ 5,474 | $ 7,728 | ||||
Common stock issued to Convertible notes | 256,082 | |||||||
Convertible Promissory Note [Member] | ||||||||
Convertible promissory note | $ 150,000 | |||||||
Debt issuance costs | $ 15,500 | |||||||
Interest rate | 10.00% | |||||||
Conversion price description | 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 50% of the lowest trading price of our common stock during the previous 20 days to the date of the notice of conversion. | |||||||
Due date | Oct. 3, 2019 | |||||||
Debt discount | $ 150,000 | |||||||
Related party convertible promissory note | $ 134,500 |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Number of Shares | ||
Outstanding, Beginning Balance | 416,250 | 12,500 |
Warrants granted and assumed | 195,000 | 403,750 |
Warrants expired | ||
Warrants canceled | ||
Warrants exercised | ||
Outstanding, Ending Balance | 611,250 | 416,250 |
Weighted Average Exercise Price Per Share | ||
Weighted Average Exercise Price, Beginning Balance | $ 21.21 | $ 10 |
Warrants granted and assumed | 2.05 | 21.56 |
Warrants expired | ||
Warrants canceled | ||
Warrants exercised | ||
Weighted Average Exercise Price, Ending Balance | $ 15.10 | $ 21.21 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | Jan. 04, 2019 | Mar. 25, 2019 | Nov. 29, 2018 | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 |
Debt discount | $ 150,000 | |||||
Warrant [Member] | ||||||
Warrants outstanding | 611,250 | 416,250 | 12,500 | |||
Value of warrants | $ 749,981 | |||||
Stock price grant | $ 2.80 | |||||
Risk free interest rate | 2.77% | |||||
Expected term (years) | 3 years | |||||
Expected volatility | 232.00% | |||||
Consultant [Member] | ||||||
Warrants to purchase common shares | 20,000 | |||||
Value of warrants | $ 19,954 | |||||
Stock price grant | $ 1.01 | |||||
Exercise price | $ 5 | |||||
Risk free interest rate | 2.81% | |||||
Expected term (years) | 2 years | |||||
Expected volatility | 394.00% | |||||
Lender [Member] | ||||||
Warrants to purchase common shares | 150,000 | 5,000 | ||||
Strike price | $ 1 | $ 10 | ||||
Debt discount | $ 74,699 | $ 36,247 | ||||
Stock price grant | $ 0.50 | $ 7.25 | ||||
Exercise price | $ 1 | $ 10 | ||||
Risk free interest rate | 2.49% | 2.49% | ||||
Expected term (years) | 5 years | 3 years | ||||
Expected volatility | 391.00% | 459.00% |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Dec. 07, 2018 | Apr. 06, 2018 | Mar. 05, 2018 | Jun. 05, 2017 | Nov. 29, 2018 | Mar. 31, 2018 | Jan. 24, 2017 | Jul. 31, 2019 | Apr. 30, 2019 | Apr. 25, 2019 | Jan. 29, 2019 | Jan. 04, 2019 | Nov. 28, 2018 | Sep. 28, 2018 | Aug. 27, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Dec. 16, 2017 | Jul. 31, 2017 | 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 | 1,661 | 13,771,032 | 13,004,740 | |||||||||||||||||
Common stock, outstanding | 13,771,032 | 13,004,740 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||
Preferred stock, shares issued | 236,500 | 222,500 | ||||||||||||||||||
Preferred stock, shares outstanding | 236,500 | 222,500 | ||||||||||||||||||
Reverse stock split, description | 1:10 | |||||||||||||||||||
Common stock price per share | $ (937,625) | $ 1,938,090 | $ 2,716,076 | $ (195,869) | ||||||||||||||||
Prior Agreement [Member] | ||||||||||||||||||||
Shares payable | 47,130 | |||||||||||||||||||
Shares payable value | $ 128,180 | |||||||||||||||||||
Promissory note [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 9,500 | 99,880 | 99,880 | |||||||||||||||||
Debt conversion amount to be converted, principle | $ 30,000 | $ 10,747 | ||||||||||||||||||
Debt conversion amount to be converted, accrued interest | $ 3,473 | $ 1,373 | ||||||||||||||||||
Promissory note [Member] | Warrant [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 19,500 | |||||||||||||||||||
Maturity period | 3 years | |||||||||||||||||||
Strike price | $ 0.20 | |||||||||||||||||||
Preferred B stock [Member] | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares authorized | 165,000 | 16,500 | 16,500 | 120,000 | ||||||||||||||||
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 $10.00 divided by the prior day's closing price as quoted on OTC Markets | |||||||||||||||||||
Preferred stock, liquidation preference | $ 1 | |||||||||||||||||||
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 | 220,000 | 206,000 | ||||||||||||||||||
Preferred stock, shares outstanding | 220,000 | 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 (100) votes for each share held. The holders are entitled to equal rights with our common stockholders as it relates to liquidation preference | |||||||||||||||||||
Lender [Member] | ||||||||||||||||||||
Shares remain payable to the lender | 80 | |||||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares issued | 13,000 | |||||||||||||||||||
Common stock price per share | $ 13.55 | |||||||||||||||||||
Preferred stock price per share | $ 1,355 | |||||||||||||||||||
Common stock value reserved for future issuance | $ 17,615,000 | |||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||
Common stock, shares issued | 16,200 | |||||||||||||||||||
Shares payable | 50 | |||||||||||||||||||
Common stock shares reserved for future issuance | 15,000 | 100,000 | 25,000 | 50,000 | 16,250 | |||||||||||||||
Common stock value reserved for future issuance | $ 70,000 | $ 26,225 | $ 35,000 | $ 48,263 | ||||||||||||||||
Consultant [Member] | November 29, 2018 [Member] | ||||||||||||||||||||
Common stock, shares issued | 12,500 | |||||||||||||||||||
Shares payable | 2,500 | |||||||||||||||||||
Consultant [Member] | June 1, 2018 [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 5,000 | |||||||||||||||||||
Common stock value reserved for future issuance | $ 17,550 | |||||||||||||||||||
Consultant [Member] | Warrant [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 20,000 | |||||||||||||||||||
Shares and warrants fair value | $ 35,089 | |||||||||||||||||||
Maturity period | 2 years | |||||||||||||||||||
Strike price | $ 5 | |||||||||||||||||||
Consultant [Member] | Preferred B stock [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 1,000 | |||||||||||||||||||
Common stock price per share | $ 3.148 | |||||||||||||||||||
Preferred stock price per share | $ 314.80 | |||||||||||||||||||
Common stock value reserved for future issuance | $ 314,800 | |||||||||||||||||||
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 | $ 2 | $ 2 | ||||||||||||||||||
Consultant One [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 12,500 | |||||||||||||||||||
Consultant One [Member] | November 29, 2018 [Member] | ||||||||||||||||||||
Common stock, shares issued | 12,500 | |||||||||||||||||||
Consultant One [Member] | Warrant [Member] | ||||||||||||||||||||
Common stock shares reserved for future issuance | 20,000 | |||||||||||||||||||
Shares and warrants fair value | $ 32,567 | |||||||||||||||||||
Maturity period | 2 years | |||||||||||||||||||
Strike price | $ 5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Apr. 30, 2019USD ($) | |
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 | month-to-month |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jun. 07, 2019 | May 03, 2019 | Jan. 04, 2019 | May 31, 2019 | Apr. 30, 2019 | Jul. 31, 2019 | Sep. 21, 2018 | Jul. 31, 2018 |
Common stock, shares issued | 13,771,032 | 1,661 | 13,004,740 | |||||
Debt conversion amount converted or elected to be converted, principal | $ 150,000 | |||||||
Convertible promissory note | $ 138,864 | $ 100,000 | ||||||
Convertible Promissory Note [Member] | ||||||||
Convertible promissory note | $ 150,000 | |||||||
Interest rate | 10.00% | |||||||
Conversion price description | 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 50% of the lowest trading price of our common stock during the previous 20 days to the date of the notice of conversion. | |||||||
Due date | Oct. 3, 2019 | |||||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||||
Repayment of a promissory note | $ 48,200 | |||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||
Debt conversion amount converted or elected to be converted, default principal | $ 30,000 | |||||||
Debt conversion amount converted or elected to be converted, principal | 35,000 | $ 68,932 | ||||||
Debt conversion amount converted or elected to be converted, accrued interest | $ 16,384 | $ 17,042 | ||||||
Common stock shares issued upon conversion of convertible promissory notes | 26,596 | 18,499 | ||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | On May 1, 2019 [Member] | ||||||||
Convertible promissory note | $ 200,000 | |||||||
Interest rate | 10.00% | |||||||
Conversion price description | The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | |||||||
Due date | May 1, 2021 | |||||||
Subsequent Event [Member] | Rescission of prior agreement [Member] | BurstIQ [Member] | ||||||||
Common stock, shares issued | 500,000 |