Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2020 | Jun. 18, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | THC Therapeutics, Inc. | |
Entity Central Index Key | 0001404935 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Apr. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 21,461,784 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Current assets | ||
Cash | $ 16,895 | $ 317,551 |
Prepaid Expenses | 0 | 140,250 |
Total current assets | 16,895 | 457,801 |
Investments | 168,453 | 0 |
Fixed Assets, net | 24,462 | 37,143 |
Intangible Assets, net | 21,771 | 25,078 |
Total assets | 231,581 | 520,022 |
Current liabilities | ||
Accounts payable and accrued liabilities | 465,473 | 158,735 |
Accrued liabilities due to related parties | 7,566 | 217,656 |
Advances from related parties | 80,697 | 104,219 |
Notes payable | 79,833 | 0 |
Convertible Notes payable, net | 226,919 | 152,895 |
Convertible Notes payable - Related party, net | 99,726 | 24,658 |
Derivative liability | 1,445,913 | 611,265 |
Total current liabilities | 2,406,127 | 1,269,428 |
Total liabilities | 2,406,127 | 1,269,428 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 500,000,000 shares authorized; 18,973,666 and 14,434,098 shares issued and outstanding as of April 30, 2020 and July 31, 2019, respectively | 18,974 | 14,434 |
Preferred stock value | 0 | 0 |
Stock payable | 221,700 | 417,469 |
Stock receivable | (6,902,000) | (6,902,000) |
Additional paid-in capital | 39,460,273 | 38,421,610 |
Accumulated deficit | (34,973,711) | (32,701,136) |
Total stockholders' equity (deficit) | (2,174,546) | (749,406) |
Total liabilities and stockholders' equity (deficit) | 231,581 | 520,022 |
Preferred A stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | 218 | 217 |
Preferred B stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2020 | Jul. 31, 2019 |
Stockholders' equity (deficit) | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 18,973,666 | 14,434,098 |
Common stock, shares outstanding | 18,973,666 | 14,434,098 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 218,000 | 217,000 |
Preferred stock, shares outstanding | 218,000 | 217,000 |
Preferred A stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 218,000 | 217,000 |
Preferred stock, shares outstanding | 218,000 | 217,000 |
Preferred Series B Stock | ||
Stockholders' equity (deficit) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 16,500 | 16,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Professional fees | 76,183 | 35,424 | 275,272 | 90,836 |
Consulting fees | 332,059 | 18,579,500 | 498,563 | 19,093,383 |
Payroll expense | 48,937 | 46,937 | 142,812 | 88,074 |
General and administrative expenses | 49,854 | 25,009 | 145,640 | 76,667 |
Impairment expense | 0 | 0 | 0 | 2,429,981 |
Depreciation and amortization | 4,038 | 6,232 | 15,988 | 19,116 |
Total operating expenses | 511,071 | 18,693,102 | 1,078,275 | 21,798,057 |
Loss from operations | (511,071) | (18,693,102) | (1,078,275) | (21,798,057) |
Other income (expense) | ||||
Gain/(loss) on derivative liability | (452,897) | (3,237,594) | (673,148) | (4,051,115) |
Gain/(loss) on settlement of debts | (165,000) | 0 | (165,000) | (37,500) |
Interest Expense | (131,095) | (200,393) | (356,152) | (226,694) |
Total other income (expense) | (748,992) | (3,437,987) | (1,194,300) | (4,315,309) |
Net income (loss) | $ (1,260,063) | $ (22,131,089) | $ (2,272,575) | $ (26,113,366) |
Basic income (loss) per common share | $ (0.09) | $ (1.69) | $ (0.15) | $ (2) |
Basic weighted average common shares outstanding | 14,690,164 | 13,074,816 | 14,818,198 | 13,039,598 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Stock Receivable [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] |
Balance, shares at Jul. 31, 2018 | 13,004,740 | 206,000 | 16,500 | |||||
Balance, amount at Jul. 31, 2018 | $ 1,938,090 | $ 13,004 | $ 11,128,690 | $ 190,245 | $ 0 | $ (9,394,072) | $ 206 | $ 17 |
Shares for services, Shares | 1,000 | |||||||
Net loss | (438,856) | $ 0 | 0 | 0 | $ 0 | $ (438,856) | $ 0 | $ 0 |
Imputed interest | 607 | 607 | 0 | |||||
Shares for services, Amount | $ 349,800 | $ 314,799 | $ 35,000 | $ 1 | ||||
Balance, shares at Oct. 31, 2018 | 13,004,740 | 207,000 | 16,500 | |||||
Balance, amount at Oct. 31, 2018 | $ 1,849,641 | $ 13,004 | $ 11,444,096 | $ 225,245 | $ 0 | $ (9,832,928) | $ 207 | $ 17 |
Balance, shares at Jul. 31, 2018 | 13,004,740 | 206,000 | 16,500 | |||||
Balance, amount at Jul. 31, 2018 | $ 1,938,090 | $ 13,004 | $ 11,128,690 | $ 190,245 | $ 0 | $ (9,394,072) | $ 206 | $ 17 |
Net loss | $ (26,113,366) | |||||||
Balance, shares at Apr. 30, 2019 | 13,771,032 | 220,000 | 16,500 | |||||
Balance, amount at Apr. 30, 2019 | $ (937,625) | $ 13,771 | $ 34,427,625 | $ 128,180 | $ 0 | $ (35,507,438) | $ 220 | $ 17 |
Balance, shares at Oct. 31, 2018 | 13,004,740 | 207,000 | 16,500 | |||||
Balance, amount at Oct. 31, 2018 | $ 1,849,641 | $ 13,004 | $ 11,444,096 | $ 225,245 | $ 0 | $ (9,832,928) | $ 207 | $ 17 |
Shares for services, Shares | 25,000 | |||||||
Net loss | (3,543,421) | $ 0 | 0 | 0 | $ 0 | $ (3,543,421) | $ 0 | $ 0 |
Imputed interest | 607 | 607 | 0 | |||||
Shares for services, Amount | 163,905 | $ 26 | 65,131 | 98,748 | $ 0 | |||
Shares and issued for stock payable, Shares | 77,450 | |||||||
Shares issued to settle debt | $ 49,620 | 49,620 | $ 0 | |||||
Shares and issued for stock payable, Amount | $ 77 | $ 125,736 | $ (125,813) | $ 0 | ||||
Balance, shares at Jan. 31, 2019 | 13,107,190 | 207,000 | 16,500 | |||||
Balance, amount at Jan. 31, 2019 | $ (1,479,648) | $ 13,107 | $ 11,635,570 | $ 247,800 | $ 0 | $ (13,376,349) | $ 207 | $ 17 |
Shares for services, Shares | 260,000 | 13,000 | ||||||
Net loss | (22,131,089) | $ 0 | 0 | 0 | $ 0 | $ (22,131,089) | $ 0 | $ 0 |
Imputed interest | 589 | 589 | 0 | |||||
Shares for services, Amount | 18,579,500 | $ 260 | 18,649,227 | (70,000) | $ 13 | |||
Settlement of derivative liabilities, Shares | 304,042 | |||||||
Shares issued to settle debt | $ 100 | 49,520 | $ (49,620) | $ 0 | ||||
Settlement of derivative liabilities, Amount | $ 4,093,023 | $ 304 | $ 4,092,719 | $ 0 | ||||
Shares issued to settle debt, Shares | 99,800 | |||||||
Balance, shares at Apr. 30, 2019 | 13,771,032 | 220,000 | 16,500 | |||||
Balance, amount at Apr. 30, 2019 | $ (937,625) | $ 13,771 | $ 34,427,625 | $ 128,180 | $ 0 | $ (35,507,438) | $ 220 | $ 17 |
Balance, shares at Jul. 31, 2019 | 14,434,098 | 217,000 | ||||||
Balance, amount at Jul. 31, 2019 | $ (749,406) | $ 14,434 | $ 38,421,610 | $ 417,469 | $ (6,902,000) | $ (32,701,136) | $ 217 | $ 0 |
Net loss | (145,473) | $ 0 | 0 | 0 | $ 0 | $ (145,473) | $ 0 | $ 0 |
Conversion of Preferred to Common Stock, Shares | 250,000 | (1,000) | ||||||
Shares issued for conversion of convertible debt, Shares | 26,080 | |||||||
Shares issued for conversion of convertible debt, Amount | 10,032 | $ 26 | 69,438 | (59,432) | $ 0 | |||
Conversion of Preferred to Common Stock, Amount | $ 250 | (232) | (17) | $ (1) | ||||
Shares and warrants for services, Shares | 107,661 | |||||||
Shares and warrants for services, Amount | $ 2,259 | $ 108 | $ 298,712 | $ (296,561) | $ 0 | |||
Balance, shares at Oct. 31, 2019 | 14,817,839 | 216,000 | ||||||
Balance, amount at Oct. 31, 2019 | $ (882,588) | $ 14,818 | $ 38,789,528 | $ 61,459 | $ (6,902,000) | $ (32,846,609) | $ 216 | $ 0 |
Balance, shares at Jul. 31, 2019 | 14,434,098 | 217,000 | ||||||
Balance, amount at Jul. 31, 2019 | $ (749,406) | $ 14,434 | $ 38,421,610 | $ 417,469 | $ (6,902,000) | $ (32,701,136) | $ 217 | $ 0 |
Net loss | $ (2,272,575) | |||||||
Balance, shares at Apr. 30, 2020 | 18,973,666 | 218,000 | ||||||
Balance, amount at Apr. 30, 2020 | $ (2,174,546) | $ 18,974 | $ 39,460,273 | $ 221,700 | $ (6,902,000) | $ (34,973,711) | $ 218 | $ 0 |
Balance, shares at Oct. 31, 2019 | 14,817,839 | 216,000 | ||||||
Balance, amount at Oct. 31, 2019 | $ (882,588) | $ 14,818 | $ 38,789,528 | $ 61,459 | $ (6,902,000) | $ (32,846,609) | $ 216 | $ 0 |
Net loss | (867,039) | $ 0 | 0 | 0 | $ 0 | $ (867,039) | $ 0 | $ 0 |
Rescission of equity grant, Shares | (13,000) | |||||||
Shares issued for conversion of convertible debt, Shares | 204,940 | |||||||
Shares issued for conversion of convertible debt, Amount | 40,200 | $ 205 | 39,995 | $ 0 | ||||
Rescission of equity grant, Amount | $ 13 | (13) | ||||||
Shares and warrants for services | $ 110,241 | $ 110,241 | $ 0 | |||||
Balance, shares at Jan. 31, 2020 | 15,022,779 | 203,000 | ||||||
Balance, amount at Jan. 31, 2020 | $ (1,599,186) | $ 15,023 | $ 38,829,536 | $ 171,700 | $ (6,902,000) | $ (33,713,648) | $ 203 | $ 0 |
Net loss | (1,260,063) | $ 0 | 0 | 0 | $ 0 | $ (1,260,063) | $ 0 | $ 0 |
Shares issued for conversion of convertible debt, Shares | 2,225,887 | |||||||
Shares issued to settle debt | 240,000 | 239,985 | $ 15 | |||||
Shares issued for conversion of convertible debt, Amount | 118,768 | $ 2,226 | 86,542 | 30,000 | $ 0 | |||
Shares and warrants for services, Shares | 500,000 | |||||||
Shares issued for warrant exercise, Shares | 1,225,000 | |||||||
Shares and warrants for services, Amount | 60,000 | $ 500 | 39,500 | $ 20,000 | $ 0 | |||
Shares issued for warrant exercise, Amount | $ 1,225 | (1,225) | $ 0 | |||||
Shares issued to settle debt, Shares | 15,000 | |||||||
Issuance of warrants | $ 265,935 | $ 265,935 | $ 0 | |||||
Balance, shares at Apr. 30, 2020 | 18,973,666 | 218,000 | ||||||
Balance, amount at Apr. 30, 2020 | $ (2,174,546) | $ 18,974 | $ 39,460,273 | $ 221,700 | $ (6,902,000) | $ (34,973,711) | $ 218 | $ 0 |
CONSOLIDATED STATEMENT OF CASHF
CONSOLIDATED STATEMENT OF CASHFLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,272,575) | $ (26,113,366) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss on change in derivative liabilities | 673,148 | 3,591,477 |
Initial loss on derivative liabilities | (12,180) | 459,638 |
Amortization of debt discount | 310,091 | 154,932 |
Increase in note due to penalties | 0 | 30,907 |
Impairment expense | 0 | 2,429,981 |
Stock based compensation | 438,435 | 19,093,205 |
Depreciation and amortization | 15,988 | 19,116 |
Imputed interest | 0 | 1,803 |
Loss on settlement of debts | 165,000 | 37,500 |
Changes in operating assets and liabilities | ||
Increase (decrease) in prepaid assets | 140,250 | 0 |
Increase (decrease) in accounts payable | 401,738 | 26,378 |
Increase (decrease) in accounts payable related party | (210,090) | 155,965 |
Net cash from operating activities | (350,195) | (112,464) |
Cash Flows from investing | ||
Purchase of intangible assets | 0 | (1,195) |
Increase in short-term investments | (168,453) | 0 |
Net cash used in investing activities | (168,453) | (1,195) |
Cash Flows from Financing Activities | ||
Proceeds from related party debts | 24,930 | 89,504 |
Payments on related party debts | (57,452) | (106,717) |
Proceeds of convertible loans, net | 0 | 177,500 |
Proceeds from loans | 288,014 | 0 |
Payments on loans | (37,500) | (17,253) |
Net cash from financing activities | 217,992 | 143,034 |
Net increase (decrease) in Cash | (300,656) | 29,375 |
Beginning cash balance | 317,551 | 2,969 |
Ending cash balance | 16,895 | 32,344 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for tax | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 9 Months Ended |
Apr. 30, 2020 | |
DESCRIPTION OF BUSINESS AND HISTORY | |
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, 2020 | |
BASIS OF PRESENTATION AND GOING CONCERN | |
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, 2020 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Note 3 - SUMMARY OF SIGNIFICANT POLICIES | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Audited Financial Statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent Annual Audited Financial Statements have been omitted. 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 The company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the company from its customers (sales and use taxes, value added taxes, some excise taxes). 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, 2020 and 2019, totaled $438,434 and $19,093,205, respectively. Earnings (Loss) Per Share Earnings Per Share Advertising Costs Recently Issued Accounting Pronouncements The Company has evaluated all 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, 2020 | |
FIXED ASSETS | |
Note 4 - FIXED ASSETS | Fixed assets consist of the following as of April 30, 2020 and July 31, 2019: April 30, 2020 July 31, 2019 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (63,170 ) (50,489 ) Fixed assets, net $ 24,462 $ 37,143 Depreciation expense for the nine months ended April 30, 2020 and 2019, was $12,681 and $15,882, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Apr. 30, 2020 | |
INTANGIBLE ASSETS | |
Note 5 - INTANGIBLE ASSETS | Intangible assets consist of the following as of April 30, 2020 and July 31, 2019: April 30, 2020 July 31, 2019 Patents and patents pending $ 19,699 $ 19,699 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (14,301 ) (10,994 ) Intangible assets, net $ 21,771 $ 25,078 Amortization expense for the nine months ended April 30, 2020 and 2019, was $3,307 and $3,294 respectively. |
ADVANCES FROM RELATED PARTIES
ADVANCES FROM RELATED PARTIES | 9 Months Ended |
Apr. 30, 2020 | |
ADVANCES FROM RELATED PARTIES | |
Note 6 - ADVANCES FROM RELATED PARTIES | Our Chief Executive Officer and Harvey Romanek, father 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, 2020: Principal as of Nine Months ending April 30, 2020 Principal as of Accrued interest balance As of July 31, 2019 Funds advanced Funds repaid April 30, 2020 April 30, 2020 B. Romanek, President and CEO $ 33,825 $ 51,576 $ (75,097 ) $ 10,304 $ 31 Shareholder Relative of our President and CEO 70,393 - - 70,393 7,535 TOTAL $ 104,219 $ 51,576 $ (75,097 ) $ 80,697 $ 7,566 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Apr. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
Note 7 - 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 amended 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, 2020, the Company accrued $140,812 due to Mr. Romanek related to this agreement. As of April 30, 2020, Mr. Romanek has allowed the Company to defer a total of $300,748 in compensation earned to date related to his employment agreements. On June 15, 2019, the Company entered into an employment agreement with Joshua Halford, a business development analyst for the Company, under the agreement Mr. Halford earns (i) $3,000 in compensation every other week, payable at the Company’s election in cash or in the form of common stock registered with the SEC on Form S-8 with a 50% bonus for stock issuances made in lieu of cash payments at the time of issuance (for example, if the Company filed a registration statement on Form S-8 in the future, the Company could elect to pay Mr. Halford the $3,000 biweekly payment by issuing Mr. Halford $4,500 of S-8 registered Company common stock at the then-current common stock price instead of making a $3,000 cash payment to Mr. Halford), and (ii) 10% sales commissions. On February 18, 2020 the employment agreement was amended to $1,000 in compensation every other week to be paid in cash. During the nine months ended April 30, 2020 Mr. Halford earned $42,000. |
SECURED NOTES PAYABLE
SECURED NOTES PAYABLE | 9 Months Ended |
Apr. 30, 2020 | |
SECURED NOTES PAYABLE | |
Note 8 - SECURED NOTES PAYABLE | Notes Payable at consists of the following: April 30, July 31, 2020 2019 On October 29, 2019, the Company issued a $70,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. During the quarter ended April 30, 2020 the Company made cash payments totaling $37,500 on the outstanding principal balance of the loan. 32,500 - The note is secured by the Company’s short-term investments in silver. On December 11, 2019, the Company issued a $7,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. 7,000 - The note is secured by the Company’s short-term investments in silver. On December 20, 2019, the Company issued a $7,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. 32,333 - The note is secured by the Company’s short-term investments in silver. On December 20, 2019, the Company issued a $7,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. 8,000 - The note is secured by the Company’s short-term investments in silver. Total 79,833 - |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Apr. 30, 2020 | |
CONVERTIBLE NOTES PAYABLE | |
Note 9 - CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable at consists of the following: April 30, July 31, 2020 2019 On April 4, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On April 19, 2019, we borrowed the first tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On June 19, 2019, we borrowed the second tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On January 27, 2020, we borrowed the third tranche of $35,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $30,500. On October 31, 2019, the lender converted $9,532 of principle and $500 of fees into 16,500 shares of common stock. On December 12, 2020, the lender converted $9,700 of principle and $500 of fees into 34,000 shares of common stock. On February 10, 2020, the lender converted $10,156 of principle and $500 of fees into 120,000 shares of common stock. On March 24, 2020, the lender converted $7,628 of principle and $500 of fees into 160,000 shares of common stock. On April 13, 2020, the lender converted $7,900 of principle and $500 of fees into 300,000 shares of common stock. On April 28, 2020, the lender converted $5,084 of principle, $500 of fees, and $5,000 of interest into 588,000 shares of common stock. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on April 4, 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 debt discounts in the amount of $135,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of each tranche of the Note to be amortized utilizing the effective interest method of accretion over the term of each tranche of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $78,918 during the nine months ended April 30, 2020. Further, the Company recognized a derivative liability of $465,748 and an initial loss of $335,248 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a gain on derivative liability of $117,195. 85,000 100,000 Unamortized debt discount (32,794 ) (76,713 ) Total, net of unamortized discount 52,206 23,287 On June 20, 2019, we entered into a convertible promissory note pursuant to which we borrowed $291,108, net of an Original Issue Discount (“OID”) of $36,108 and investor legal expenses of $5,000 resulting in the Company receiving $250,000. On October 31, 2019, the lender converted $30,000 of principle into 170,940 shares of common stock. On March 27, 2020, the lender converted $30,000 of principle into 267,016 shares of common stock. On April 23, 2020, the lender converted $21,000 of principle into 210,108 shares of common stock. On April 23, 2020, the lender converted $30,000 of principle into 1,129,816 shares of common stock Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 20, 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 conversion price equal to $8.80 (the “Lender Conversion Price”). Additionally, after 6 months from the date the Company receives note funding, the noteholder has the right to demand whole or partial redemption of amounts owed to the noteholder under the note. Payments of redemption amounts by the Company to the noteholder can be made in cash or by converting the redemption amount into shares common stock of the Company, with such conversions occurring at the lower of (i) the Lender Conversion Price, or (ii) a price equal to the 65% of the two lowest Closing Trade Prices during the ten (10) Trading Day period immediately preceding the measurement date. The Company recorded a debt discount in the amount of $182,499 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 $137,000 during the nine months ended April 30, 2020 Further, the Company recognized a derivative liability of $141,391 and an initial loss of $0 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a loss on derivative liability of $82,472. 180,108 291,108 Unamortized debt discount (24,500 ) (161,500 ) Total, net of unamortized discount 155,608 129,608 On February 20, 2020, we entered into a convertible promissory note pursuant to which we borrowed $135,680, net of an Original Issue Discount (“OID”) of $7,680 and investor legal expenses of $2,500 resulting in the Company receiving $125,500. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on August 15, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to 71% of the average of the 2 lowest trading prices of the common stock during the 10 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $135,680 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 $18,817 during the nine months ended April 30, 2020 Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a loss on derivative liability of $251,254. 135,680 - Unamortized debt discount (116,863 ) - Total, net of unamortized discount 18,817 - On March 26, 2020, we entered into a convertible promissory note pursuant to which we borrowed $3,000, net of legal expenses of $3,000 resulting in the Company receiving $0. Interest under the convertible promissory note is 0% per annum, and the principal and all accrued but unpaid interest is due on March 26, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to the average of the closing trading prices of the common stock during the 3 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $3,000 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 $288 during the nine months ended April 30, 2020 Further, the Company recognized a derivative liability of $1,500 and an initial loss of $1,500 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a gain on derivative liability of $56. 3,000 - Unamortized debt discount (2,712 ) - Total, net of unamortized discount 288 - Total, net of unamortized discount $ 226,919 $ 152,895 |
CONVERTIBLE NOTES PAYABLE RELAT
CONVERTIBLE NOTES PAYABLE RELATED PARTY | 9 Months Ended |
Apr. 30, 2020 | |
CONVERTIBLE NOTES PAYABLE RELATED PARTY | |
Note 10 - CONVERTIBLE NOTES PAYABLE RELATED PARTY | On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000 from Harvey Romanek, the father of the Company’s Chief Executive Officer, Brandon Romanek. 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. The Company recorded a debt discount in the amount of $200,000 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 $75,068 during the nine months ended April 30, 2020. Further, the Company recognized a derivative liability of $387,232 and an initial loss of $187,232 based on the Black-Scholes pricing model. During the nine months ended April 30, 2020, the Company also recorded a loss on derivative liability of $311,348. As of April 30, 2020, convertible notes due to related parties net of unamortized debt discounts of $100,274, was $99,726. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Apr. 30, 2020 | |
DERIVATIVE LIABILITY | |
Note 11 - 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 April 30, 2020: Amount Balance July 31, 2019 $ 611,265 Debt discount originated from derivative liabilities 161,500 Initial loss recorded 147,106 Adjustment to derivative liability due to debt settlement (420,591 ) Change in fair market value of derivative liabilities 946,633 Balance April 30, 2020 $ 1,445,913 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, 2020: Fair value assumptions – derivative notes: Date of issuance April 30, 2020 Risk free interest rate .10-20% 1.45-1.54% Expected term (years) 1.00-0.134 0.145-0.99 Expected volatility 236.46%-458.59% 254.68% Expected dividends 0 0 |
STOCK WARRANTS
STOCK WARRANTS | 9 Months Ended |
Apr. 30, 2020 | |
STOCK WARRANTS | |
Note 12 - STOCK WARRANTS | The following is a summary of warrant activity during the nine months ended April 30, 2020 and 2019: Number of Shares Weighted Average Exercise Price Balance, July 31, 2019 1,506,250 $ 10.34 Warrants granted and assumed 1,531,311 0.088 Warrants expired - Warrants rescinded or canceled - - Warrants exercised (1,247,190 ) 0.088 Balance, April 30, 2020 1,790,371 $ 8.72 During the nine months ended April 30, 2020 the Company issued an additional 1,531,311 warrants to a warrant holder in accordance with antidilution provisions. The warrants carried a strike price of $0.088. The Company recorded an expense of 265,934 as a result of the antidilution warrants granted. 1,790,371 of the warrants outstanding as of April 30, 2020 were exercisable. |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 9 Months Ended |
Apr. 30, 2020 | |
SHAREHOLDERS DEFICIT | |
Note 13 - 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 April 30, 2020, and July 31, 2019, the Company had 18,973,666 and 14,434,098 shares of common stock issued and outstanding, respectively. As of April 30, 2020, and July 31, 2019, the Company had 218,000 and 217,000 shares of Series A Preferred Stock issued and outstanding, respectively. As of April 30, 2020, and July 31, 2019, the Company had 0 and 0 shares of Series B Preferred Stock issued and outstanding, respectively. The Company also has 1,219,816 shares payable in relation to prior agreements which were valued based upon their respective agreement dates at $221,700. 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. Issuances of Common and Preferred Stock for the nine months ended April 30, 2019 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. 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 health care consultant for services rendered as the Company’s medical director 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 July 31, 2019, the shares had not yet been issued and have been recorded as stock payable. 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 new business advisory consultant for convention management consulting 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, and 2,500 shares remain payable to the Consultant and are recorded as stock payable as of July 31, 2019. 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 new business advisory consultant for research and development 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 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. 80 shares have not been issued and have been recorded as stock payable as of July 31, 2019. On January 29, 2019, the Company agreed to issue 100,000 shares of common stock to a new business advisory consultant for business development 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. On February 14, 2019, the Company issued 60,000 shares of common stock to a new investor relations advisory firm for services rendered during February 2019. The shares were fair valued at $78,000 at the date of grant. The shares vested immediately upon issuance. On March 14, 2019, the Company issued 50,000 shares of common stock to the same investor relations advisory firm for services rendered during March 2019. The shares were fair valued at $339,000 at the date of grant. The shares vested immediately upon issuance. On April 14, 2019, the Company issued 50,000 shares of common stock to the same investor relations advisory firm for services rendered during April 2019. The shares were fair valued at $547,500 at the date of grant. The shares vested immediately upon issuance. On April 25, 2019, a lender elected to convert principal and accrued interest of $150,000 and $5,474, respectively into 304,042 shares of the Company’s common stock in accordance with the rights under their convertible promissory note dated January 4, 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 or about December 23, 2019, the Company rescinded its agreement dated April 25, 2019, with Fiorenzo “Enzo” Villani, a member of the Company’s Board of Directors. The Company rescinded the issuance of 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. As a result of the rescission, the 13,000 shares of Series A Preferred Stock was returned to the Company and cancelled. Issuances of Common and Preferred Stock for the nine months ended April 30, 2020 On October 1, 2019, the Company issued a total of 267,241 shares of common stock to settle $358,269 in a stock payable. On September 10, 2019, a shareholder converted 1,000 shares of Series A Preferred Stock into 100,000 shares of common stock. On October 9, 2019, the Company agreed to issue 50,000 shares of common stock to a financial consultant for accounting services. The shares were fair valued at $112,500 at the date of grant. The shares vested immediately upon issuance. On October 18, 2019, a convertible note holder converted $10,032 in principal and fees into 16,500 shares of common stock at a conversion price of $0.608 per share. On December 9, 2019, the Company agreed to issue 25,000 shares of common stock to a consultant for services. The shares were fair valued at $20,000 at the date of grant. The shares have not been issued and are recorded as stock payable as of April 30, 2020. On December 12, 2019, a convertible note holder converted $10,200 in principal and fees into 34,000 shares of common stock at a conversion price of $0.30 per share. On January 1, 2020, a convertible note holder converted $30,000 in principal into 170,940 shares of common stock at a conversion price of $0.1755 per share. On February 12, 2020, a convertible note holder converted $10,656 in principal and fees into 120,000 shares of common stock at a conversion price of $0.0888 per share. On March 26, 2020, a convertible note holder converted $8,128 in principal and fees into 160,000 shares of common stock at a conversion price of $0.0508 per share. On March 27, 2020 the Company issued 375,000 shares in a cashless warrant exercise. On March 30, 2020 a convertible note holder converted $30,000 in principal and fees into 267,016 shares of common stock at a conversion price of $0.112353 per share. On April 3, 2020, the Company agreed to issue 500,000 shares of common stock to a consultant for services. The shares were fair valued at $40,000 at the date of grant. The shares vested immediately upon issuance. On April 14, 2020 the Company issued 425,000 shares in a cashless warrant exercise. On April 13, 2020 a convertible note holder converted $8,400 in principal and fees into 300,000 shares of common stock at a conversion price of $0.028 per share. On April 23, 2020 a convertible note holder converted $21,000 in principal and fees into 790,871 shares of common stock at a conversion price of $0.026553 per share. On April 23, 2020 a convertible note holder converted $30,000 in principal and fees into 1,129,816 shares of common stock at a conversion price of $0.026553 per share. As of April 30, 2020 the shares were not issued and recorded as stock payable. On April 29, 2020 the Company issued 425,000 shares in a cashless warrant exercise. On April 28, 2020 a convertible note holder converted $10,584 in principal and fees into 588,000 shares of common stock at a conversion price of $0.018 per share On March 26, 2020 the Company issued 15,00 shares of Series A preferred stock valued at $240,000 to settle unpaid legal fees totaling approximately $75,000. The Company recorded a loss on settlement of debt of $165,000 in connection with the issuance. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2020 | |
SUBSEQUENT EVENTS | |
Note 14 - SUBSEQUENT EVENTS | In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to April 30, 2020, 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. Issuance of convertible promissory notes On April 29, 2020, we entered into a convertible promissory note pursuant to which we borrowed $66,780, net of an Original Issue Discount (“OID”) of $3,780 and financing fees of $3,000, resulting in the Company receiving $60,000. The funding under the note was received on until May 7, 2020. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on October 29, 2021. The note is convertible 180 days following the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to the 71% of the lowest Closing Trade Price during the fifteen (15) Trading Day period immediately preceding the measurement date. On May 1, 2020 we entered into a $100,000 convertible promissory note pursuant with a consultant as prepayment of $100,000 of consulting services to be provided over the next six-months. Interest under the note is 10% per annum, and the principal and all accrued but unpaid interest is due on February 1, 2021. The note is convertible immediately upon issuance at the noteholder’s option into shares of our common stock at a conversion price equal to 65% of the average of the three lowest closing prices in the ten (10) trading days prior to the conversion. Conversion of convertible debt On May 26, 2020, one of the Company’s lenders converted $13,500 of principle and fees into 750,000 shares of common stock. On May 28, 2020, one of the Company’s lenders converted $35,000 of principle and fees into 1,318,118 shares of common stock. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2020 | |
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 $16,895 and $317,551 in cash and no cash equivalents as of April 30, 2020 and July 31, 2019, 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, 2020, 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 | We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. The company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the company from its customers (sales and use taxes, value added taxes, some excise taxes). |
Product Sales | Revenues from the sale of products are recognized when title to the products are transferred to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive reasonably assured payments for products sold and delivered. |
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 ending April 30, 2020 and 2019 the Company recorded an impairment expense of $0 and $2,429,981, 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, 2020 and 2019, totaled $438,434 and $19,093,205, 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 $53,093 and $26,383 during the nine months ended April 30, 2020 and 2019, respectively. |
Recently Issued Accounting Pronouncements | The Company has evaluated all 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, 2020 | |
FIXED ASSETS (Tables) | |
Schedule of fixed assets | April 30, 2020 July 31, 2019 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (63,170 ) (50,489 ) Fixed assets, net $ 24,462 $ 37,143 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
INTANGIBLE ASSETS | |
Schedule of Intangible assets | April 30, 2020 July 31, 2019 Patents and patents pending $ 19,699 $ 19,699 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (14,301 ) (10,994 ) Intangible assets, net $ 21,771 $ 25,078 |
ADVANCES FROM RELATED PARTIES (
ADVANCES FROM RELATED PARTIES (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
ADVANCES FROM RELATED PARTIES | |
Schedule of advances from related affiliate | Principal as of Nine Months ending April 30, 2020 Principal as of Accrued interest balance As of July 31, 2019 Funds advanced Funds repaid April 30, 2020 April 30, 2020 B. Romanek, President and CEO $ 33,825 $ 51,576 $ (75,097 ) $ 10,304 $ 31 Shareholder Relative of our President and CEO 70,393 - - 70,393 7,535 TOTAL $ 104,219 $ 51,576 $ (75,097 ) $ 80,697 $ 7,566 |
SECURED NOTES PAYABLE (Tables)
SECURED NOTES PAYABLE (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
SECURED NOTES PAYABLE | |
Schedule of Notes Payable | April 30, July 31, 2020 2019 On October 29, 2019, the Company issued a $70,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. During the quarter ended April 30, 2020 the Company made cash payments totaling $37,500 on the outstanding principal balance of the loan. 32,500 - The note is secured by the Company’s short-term investments in silver. On December 11, 2019, the Company issued a $7,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. 7,000 - The note is secured by the Company’s short-term investments in silver. On December 20, 2019, the Company issued a $7,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. 32,333 - The note is secured by the Company’s short-term investments in silver. On December 20, 2019, the Company issued a $7,000 promissory note; the note carries an interest rate of 6.9% and is due in 180 days from the issuance date. 8,000 - The note is secured by the Company’s short-term investments in silver. Total 79,833 - |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule Of Convertible Notes Payable | April 30, July 31, 2020 2019 On April 4, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On April 19, 2019, we borrowed the first tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On June 19, 2019, we borrowed the second tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On January 27, 2020, we borrowed the third tranche of $35,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $30,500. On October 31, 2019, the lender converted $9,532 of principle and $500 of fees into 16,500 shares of common stock. On December 12, 2020, the lender converted $9,700 of principle and $500 of fees into 34,000 shares of common stock. On February 10, 2020, the lender converted $10,156 of principle and $500 of fees into 120,000 shares of common stock. On March 24, 2020, the lender converted $7,628 of principle and $500 of fees into 160,000 shares of common stock. On April 13, 2020, the lender converted $7,900 of principle and $500 of fees into 300,000 shares of common stock. On April 28, 2020, the lender converted $5,084 of principle, $500 of fees, and $5,000 of interest into 588,000 shares of common stock. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on April 4, 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 debt discounts in the amount of $135,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of each tranche of the Note to be amortized utilizing the effective interest method of accretion over the term of each tranche of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $78,918 during the nine months ended April 30, 2020. Further, the Company recognized a derivative liability of $465,748 and an initial loss of $335,248 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a gain on derivative liability of $117,195. 85,000 100,000 Unamortized debt discount (32,794 ) (76,713 ) Total, net of unamortized discount 52,206 23,287 On June 20, 2019, we entered into a convertible promissory note pursuant to which we borrowed $291,108, net of an Original Issue Discount (“OID”) of $36,108 and investor legal expenses of $5,000 resulting in the Company receiving $250,000. On October 31, 2019, the lender converted $30,000 of principle into 170,940 shares of common stock. On March 27, 2020, the lender converted $30,000 of principle into 267,016 shares of common stock. On April 23, 2020, the lender converted $21,000 of principle into 210,108 shares of common stock. On April 23, 2020, the lender converted $30,000 of principle into 1,129,816 shares of common stock Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 20, 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 conversion price equal to $8.80 (the “Lender Conversion Price”). Additionally, after 6 months from the date the Company receives note funding, the noteholder has the right to demand whole or partial redemption of amounts owed to the noteholder under the note. Payments of redemption amounts by the Company to the noteholder can be made in cash or by converting the redemption amount into shares common stock of the Company, with such conversions occurring at the lower of (i) the Lender Conversion Price, or (ii) a price equal to the 65% of the two lowest Closing Trade Prices during the ten (10) Trading Day period immediately preceding the measurement date. The Company recorded a debt discount in the amount of $182,499 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 $137,000 during the nine months ended April 30, 2020 Further, the Company recognized a derivative liability of $141,391 and an initial loss of $0 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a loss on derivative liability of $82,472. 180,108 291,108 Unamortized debt discount (24,500 ) (161,500 ) Total, net of unamortized discount 155,608 129,608 On February 20, 2020, we entered into a convertible promissory note pursuant to which we borrowed $135,680, net of an Original Issue Discount (“OID”) of $7,680 and investor legal expenses of $2,500 resulting in the Company receiving $125,500. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on August 15, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to 71% of the average of the 2 lowest trading prices of the common stock during the 10 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $135,680 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 $18,817 during the nine months ended April 30, 2020 Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a loss on derivative liability of $251,254. 135,680 - Unamortized debt discount (116,863 ) - Total, net of unamortized discount 18,817 - On March 26, 2020, we entered into a convertible promissory note pursuant to which we borrowed $3,000, net of legal expenses of $3,000 resulting in the Company receiving $0. Interest under the convertible promissory note is 0% per annum, and the principal and all accrued but unpaid interest is due on March 26, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to the average of the closing trading prices of the common stock during the 3 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $3,000 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 $288 during the nine months ended April 30, 2020 Further, the Company recognized a derivative liability of $1,500 and an initial loss of $1,500 based on the Black-Scholes pricing model. During the nine months ended, April 30, 2020, the Company recorded a gain on derivative liability of $56. 3,000 - Unamortized debt discount (2,712 ) - Total, net of unamortized discount 288 - Total, net of unamortized discount $ 226,919 $ 152,895 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
DERIVATIVE LIABILITY | |
Schedule of derivative liability of convertible notes | Amount Balance July 31, 2019 $ 611,265 Debt discount originated from derivative liabilities 161,500 Initial loss recorded 147,106 Adjustment to derivative liability due to debt settlement (420,591 ) Change in fair market value of derivative liabilities 946,633 Balance April 30, 2020 $ 1,445,913 |
Schedule of derivative liability of issuance of the convertible notes | Fair value assumptions – derivative notes: Date of issuance April 30, 2020 Risk free interest rate .10-20% 1.45-1.54% Expected term (years) 1.00-0.134 0.145-0.99 Expected volatility 236.46%-458.59% 254.68% Expected dividends 0 0 |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
STOCK WARRANTS | |
Schedule of summary of warrant activity | Number of Shares Weighted Average Exercise Price Balance, July 31, 2019 1,506,250 $ 10.34 Warrants granted and assumed 1,531,311 0.088 Warrants expired - Warrants rescinded or canceled - - Warrants exercised (1,247,190 ) 0.088 Balance, April 30, 2020 1,790,371 $ 8.72 |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 156 Months Ended | ||||||
Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | |
BASIS OF PRESENTATION AND GOING CONCERN | |||||||||
Net loss | $ (1,260,063) | $ (867,039) | $ (145,473) | $ (22,131,089) | $ (3,543,421) | $ (438,856) | $ (2,272,575) | $ (26,113,366) | $ (34,973,711) |
Working capital Deficit | $ (2,389,232) | $ (2,389,232) | $ (2,389,232) |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
SUMMARY OF SIGNIFICANT POLICIES | |||
Cash | $ 16,895 | $ 317,551 | |
Cash in excess of FDIC limit | 0 | ||
Impairment expense | 0 | $ 2,429,981 | |
Stock based compensation | 438,435 | 19,093,205 | |
Advertising expenses | $ 53,093 | $ 26,383 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Less: accumulated depreciation | $ (63,170) | $ (50,489) |
Fixed Assets | 24,462 | 37,143 |
dHydronator prototype [Member] | ||
Property Plant And Equipment Gross | 27,100 | 27,100 |
Float Spa and associated equipment [Member] | ||
Property Plant And Equipment Gross | 60,000 | 60,000 |
Office furniture and equipment [Member] | ||
Property Plant And Equipment Gross | $ 532 | $ 532 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
FIXED ASSETS (Tables) | ||
Depreciation expense | $ 12,681 | $ 15,882 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Less: accumulated depreciation | $ (14,301) | $ (10,994) |
Intangible Assets, net | 21,771 | 25,078 |
Patents and Patents Pending [Member] | ||
Intangible Assets, gross | 19,699 | 19,699 |
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, 2020 | Apr. 30, 2019 | |
INTANGIBLE ASSETS | ||
Amortization expense | $ 3,307 | $ 3,294 |
ADVANCES FROM RELATED PARTIES_2
ADVANCES FROM RELATED PARTIES (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Principal [Member] | ||
B. Romanek, President and CEO | $ 10,304 | $ 33,825 |
Shareholder Relative of our President and CEO | 70,393 | 70,393 |
TOTAL | 80,697 | 104,219 |
Funds Advance [Member] | ||
B. Romanek, President and CEO | 51,576 | |
Shareholder Relative of our President and CEO | 0 | 0 |
TOTAL | 51,576 | |
Funds Repaid [Member] | ||
B. Romanek, President and CEO | (75,097) | |
Shareholder Relative of our President and CEO | 0 | 0 |
TOTAL | (75,097) | |
Accrued Interest [Member] | ||
B. Romanek, President and CEO | 31 | 0 |
Shareholder Relative of our President and CEO | 7,535 | |
TOTAL | $ 7,566 | $ 0 |
ADVANCES FROM RELATED PARTIES_3
ADVANCES FROM RELATED PARTIES (Details Narrative) - Chief Executive Officer [Member] | 9 Months Ended |
Apr. 30, 2020integer | |
Advances from related parties bear interest rate | 5.00% |
Advances due within, days | 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 15, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Feb. 18, 2020 | Jul. 31, 2019 | |
Due to related party | $ 7,566 | $ 7,566 | $ 217,656 | ||||
Professional fees | 76,183 | $ 35,424 | 275,272 | $ 90,836 | |||
Common Stock value | 18,974 | 18,974 | $ 14,434 | ||||
Contract Termination [Member] | Joshua Halford [Member] | Compensation In Considerations [Member] | |||||||
Compensation earned, description | The SEC on Form S-8 with a 50% bonus for stock issuances made in lieu of cash payments at the time of issuance (for example, if the Company filed a registration statement on Form S-8 in the future, the Company could elect to pay Mr. Halford the $3,000 biweekly payment by issuing Mr. Halford $4,500 of S-8 registered Company common stock at the then-current common stock price instead of making a $3,000 cash payment to Mr. Halford) | ||||||
Common Stock value | $ 4,500 | ||||||
Percantage bonus for stock issued | 50.00% | ||||||
Sales Commision payable | 10.00% | ||||||
Compensation Payable | $ 3,000 | $ 1,000 | |||||
Cash Payment to Related Party | $ 3,000 | 42,000 | |||||
November 1, 2017 [Member] | Chief Executive Officer [Member] | |||||||
Professional fees | 78,000 | ||||||
Chief Executive Office [Member] | On February 1, 2019 [Member] | |||||||
Professional fees | 178,000 | ||||||
Ageement [Member] | Mr. Romanek [Member] | |||||||
Due to related party | 140,812 | 140,812 | |||||
Total Compensation Earned | $ 300,748 | $ 300,748 |
SECURED NOTES PAYABLE (Details)
SECURED NOTES PAYABLE (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Notes payable | $ 79,833 | $ 0 |
Notes Payable Four [Member] | ||
Notes payable | 8,000 | 0 |
Notes Payable Three [Member] | ||
Notes payable | 32,333 | 0 |
Notes Payable One [Member] | ||
Notes payable | 32,500 | 0 |
Notes Payable Two [Member] | ||
Notes payable | $ 7,000 | $ 0 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Convertible Notes payable, net | $ 226,919 | $ 152,895 |
Convertible Promissory Note One [Member] | ||
Convertible Notes payable current | 85,000 | 100,000 |
Unamortized debt discount | (32,794) | (76,713) |
Total, net of unamortized discount | 52,206 | 23,287 |
Convertible Promissory Note Two [Member] | ||
Convertible Notes payable current | 180,108 | 291,108 |
Unamortized debt discount | (24,500) | (161,500) |
Total, net of unamortized discount | 155,608 | 129,608 |
Convertible Promissory Note Three [Member] | ||
Convertible Notes payable current | 135,680 | 0 |
Unamortized debt discount | (116,863) | 0 |
Total, net of unamortized discount | 18,817 | 0 |
Convertible Promissory Note [Member] | ||
Convertible Notes payable current | 3,000 | 0 |
Unamortized debt discount | (2,712) | 0 |
Total, net of unamortized discount | 288 | 0 |
Convertible Notes payable, net | $ 226,919 | $ 152,895 |
CONVERTIBLE NOTES PAYABLE REL_2
CONVERTIBLE NOTES PAYABLE RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 01, 2019 | Apr. 30, 2020 | Jul. 31, 2019 | |
Due to related parties | $ 7,566 | $ 217,656 | |
Derivative liability | 1,445,913 | $ 611,265 | |
Black Scholes Option Pricing Model [Member] | |||
Loss on derivative liability | $ 0 | 311,348 | |
Initial loss | 187,232 | ||
Derivative liability | $ 387,232 | ||
Convertible Notes Payable Related Party [Member] | |||
Interest rate description | 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. | ||
Conversion date, 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. | ||
Variable conversion rate | 65.00% | ||
Debt discount | $ 200,000 | ||
Due to related parties | 100,274 | ||
Convertible promissory note | $ 200,000 | ||
Finance expense | 75,068 | ||
Unamortized debt discounts | $ 99,726 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
DERIVATIVE LIABILITY | |
Balance July 31, 2019 | $ 611,265 |
Debt discount originated from derivative liabilities | 161,500 |
Initial loss recorded | 147,106 |
Adjustment to derivative liability due to debt settlement | (420,591) |
Change in fair market value of derivative liabilities | 946,633 |
Balance April 30, 2020 | $ 1,445,913 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - Derivative Liabilities [Member] | 9 Months Ended |
Apr. 30, 2020 | |
Fair value assumptions - derivative notes: | |
Expected volatility | 254.68% |
Expected dividends | 0.00% |
Minimum [Member] | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 1.45% |
Expected term (years) | 1 month 23 days |
Maximum [Member] | |
Fair value assumptions - derivative notes: | |
Risk free interest rate | 1.54% |
Expected term (years) | 11 months 27 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: | |
Expected volatility | 236.46% |
Risk free interest rate | 0.10% |
Expected term (years) | 1 month 18 days |
Date Of Issuance [Member] | Maximum [Member] | |
Fair value assumptions - derivative notes: | |
Expected volatility | 458.59% |
Risk free interest rate | 20.00% |
Expected term (years) | 1 year |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) - $ / shares | Apr. 14, 2020 | Apr. 29, 2020 | Mar. 27, 2020 | Apr. 30, 2020 |
Number of shares | ||||
Warrants exercised | 425,000 | 425,000 | 375,000 | |
Warrant [Member] | ||||
Number of shares | ||||
Warrants outstanding, beginning balance | 1,506,250 | |||
Warrants granted and assumed | 1,531,311 | |||
Warrants expired | ||||
Warrants rescinded or canceled | ||||
Warrants exercised | (1,247,190) | |||
Warrants outstanding, ending balance | 1,790,371 | |||
Weighted Average Exercise Price | ||||
Weighted average exercise price, beginning balance | $ 10.34 | |||
Warrants granted and assumed | 0.088 | |||
Warrants expired | ||||
Warrants rescinded or canceled | ||||
Warrants exercised | 0.088 | |||
Weighted average exercise price, ending balance | $ 8.72 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - Warrant [Member] | 9 Months Ended |
Apr. 30, 2020$ / sharesshares | |
Additional warrants issued | 1,531,311 |
Warrants strike price | $ / shares | $ 0.088 |
Expense of antidilution warrants granted | 265,934 |
Warrants exercisable | 1,790,371 |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($) | Apr. 14, 2020 | Apr. 13, 2020 | Apr. 03, 2020 | Feb. 12, 2020 | Oct. 09, 2019 | Apr. 14, 2019 | Mar. 14, 2019 | Apr. 29, 2020 | Apr. 28, 2020 | Apr. 23, 2020 | Mar. 30, 2020 | Mar. 27, 2020 | Mar. 26, 2020 | Dec. 09, 2019 | Jul. 31, 2019 | Apr. 25, 2019 | Feb. 14, 2019 | Jan. 29, 2019 | Nov. 29, 2018 | Nov. 28, 2018 | Jan. 24, 2017 | Apr. 30, 2020 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 26, 2020 | Dec. 23, 2019 | Jan. 04, 2019 | Sep. 28, 2018 | Aug. 27, 2018 |
Stock issued during period shares issued for services | 500,000 | |||||||||||||||||||||||||||||||
Loss on settlement of debt | $ 165,000 | $ (165,000) | $ 0 | $ (165,000) | $ (37,500) | |||||||||||||||||||||||||||
Outstanding legal fees | $ 75,000 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.028 | $ 0.0888 | $ 0.018 | $ 0.026553 | $ 0.112353 | $ 0.0508 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 40,000 | $ 0 | $ 0 | $ 0 | $ 18,579,500 | $ 163,905 | $ 349,800 | ||||||||||||||||||||||||
Shares issued upon warrants exercise | 425,000 | 425,000 | 375,000 | |||||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 0 | $ 8,400 | $ 0 | $ 10,656 | $ 0 | $ 10,584 | $ 21,000 | $ 30,000 | $ 8,128 | $ 0 | $ 150,000 | |||||||||||||||||||||
Conversion price | ||||||||||||||||||||||||||||||||
Debt instrument converted amount, shares issued | 300,000 | 120,000 | 588,000 | 790,871 | 267,016 | 160,000 | 304,042 | |||||||||||||||||||||||||
Debt instrument converted amount, accrued interest | $ 5,474 | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||
Common stock, shares issued | 14,434,098 | 18,973,666 | 18,973,666 | |||||||||||||||||||||||||||||
Common stock, shares outstanding | 14,434,098 | 18,973,666 | 18,973,666 | |||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||
Shares issuable | 1,219,816 | 1,219,816 | ||||||||||||||||||||||||||||||
Share issuable, amount | $ 0 | $ 221,700 | $ 221,700 | |||||||||||||||||||||||||||||
Preferred Stock Value | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Preferred stock, shares issued | 217,000 | 218,000 | 218,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 217,000 | 218,000 | 218,000 | |||||||||||||||||||||||||||||
Real Estate Consultant [Member] | ||||||||||||||||||||||||||||||||
Shares issuable | 50,000 | |||||||||||||||||||||||||||||||
Common stock value reserved for future issuance | $ 35,000 | |||||||||||||||||||||||||||||||
Health Care Consultant [Member] | ||||||||||||||||||||||||||||||||
Stock issued during period shares issued for services | 25,000 | 25,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | $ 26,225 | ||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.026553 | |||||||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 30,000 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||
Debt instrument converted amount, shares issued | 1,129,816 | |||||||||||||||||||||||||||||||
Common stock, shares issued | 99,880 | |||||||||||||||||||||||||||||||
Settlement of promissory note | $ 10,747 | |||||||||||||||||||||||||||||||
Accrued interest | $ 1,373 | |||||||||||||||||||||||||||||||
Shares unissued | 80 | |||||||||||||||||||||||||||||||
Research and Development Services [Member] | ||||||||||||||||||||||||||||||||
Stock issued during period shares issued for services | 12,500 | |||||||||||||||||||||||||||||||
Fair value of shares | $ 32,567 | |||||||||||||||||||||||||||||||
Common stock, share price | $ 5 | |||||||||||||||||||||||||||||||
Warrant purchase | $ 20,000 | |||||||||||||||||||||||||||||||
Accounting services [Member] | ||||||||||||||||||||||||||||||||
Common stock, shares issued | 112,500 | |||||||||||||||||||||||||||||||
Fair value of shares | $ 50,000 | $ 0 | 0 | |||||||||||||||||||||||||||||
Business Development Services [Member] | ||||||||||||||||||||||||||||||||
Common stock, shares issued | 100,000 | |||||||||||||||||||||||||||||||
Fair value of shares | $ 70,000 | $ 0 | ||||||||||||||||||||||||||||||
Management Consulting Services [Member] | ||||||||||||||||||||||||||||||||
Stock issued during period shares issued for services | 15,000 | |||||||||||||||||||||||||||||||
Fair value of shares | $ 35,089 | |||||||||||||||||||||||||||||||
Common stock, share price | $ 5 | |||||||||||||||||||||||||||||||
Warrant purchase | $ 20,000 | |||||||||||||||||||||||||||||||
Share vested upon issuance | 12,500 | |||||||||||||||||||||||||||||||
Stock issuable | 2,500 | |||||||||||||||||||||||||||||||
January 1, 2020 [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.1755 | $ 0.1755 | ||||||||||||||||||||||||||||||
Principal | $ 0 | $ 0 | $ 30,000 | |||||||||||||||||||||||||||||
Principal converted into common stock | 170,940 | |||||||||||||||||||||||||||||||
December 12, 2019 [Member] | ||||||||||||||||||||||||||||||||
Conversion price | 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||
Principal | $ 10,200 | |||||||||||||||||||||||||||||||
Principal converted into common stock | 34,000 | |||||||||||||||||||||||||||||||
October 18, 2019 [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.608 | $ 0.608 | ||||||||||||||||||||||||||||||
Principal | $ 10,032 | |||||||||||||||||||||||||||||||
Principal converted into common stock | 16,500 | |||||||||||||||||||||||||||||||
October 1, 2019 [Member] | ||||||||||||||||||||||||||||||||
Common stock, shares issued | 267,241 | 267,241 | ||||||||||||||||||||||||||||||
Stock payable settlement | $ 358,269 | |||||||||||||||||||||||||||||||
September 10, 2019 [Member] | ||||||||||||||||||||||||||||||||
Series A preferred stock converted into shares of common stock. | 100,000 | |||||||||||||||||||||||||||||||
Shares converted | 1,000 | |||||||||||||||||||||||||||||||
Investor Relations Advisory Firm [Member] | ||||||||||||||||||||||||||||||||
Common stock, shares issued | 50,000 | 50,000 | 60,000 | |||||||||||||||||||||||||||||
Fair value of shares | $ 547,500 | $ 339,000 | $ 78,000 | $ 0 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Stock issued during period shares issued for services | 13,000 | 1,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 13 | $ 0 | $ 1 | |||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | (3,000,000) | |||||||||||||||||||||||||||||||
Preferred Stock Value | $ 0 | $ 240,000 | ||||||||||||||||||||||||||||||
Preferred stock, shares issued | 217,000 | 218,000 | 218,000 | 1,500 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 217,000 | 218,000 | 218,000 | |||||||||||||||||||||||||||||
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 (100) 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 | |||||||||||||||||||||||||||||||
Principal converted into common stock | 15,000 | |||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Mr. Villani [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 13,000 | |||||||||||||||||||||||||||||||
Cancellation of common stock share issued | 13,000 | |||||||||||||||||||||||||||||||
Returned of cancellation of stock | 13,000 | |||||||||||||||||||||||||||||||
Consideration description | 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. | |||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Preferred B stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 16,500 | 16,500 | 16,500 | |||||||||||||||||||||||||||||
Shares issuable | 1,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Beginning balance, amount | $ 3.148 | |||||||||||||||||||||||||||||||
Common stock value reserved for future issuance | $ 314,800 | |||||||||||||||||||||||||||||||
Preferred stock price per share | $ 314.80 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 14, 2020 | Apr. 13, 2020 | Apr. 03, 2020 | Feb. 12, 2020 | May 28, 2020 | May 26, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Apr. 28, 2020 | Apr. 23, 2020 | Mar. 30, 2020 | Mar. 26, 2020 | Dec. 09, 2019 | Apr. 25, 2019 |
Debt Conversion, Converted Instrument, Shares Issued | 300,000 | 120,000 | 588,000 | 790,871 | 267,016 | 160,000 | 304,042 | |||||||
Debt Conversion, Converted Instrument, Amount DebtConversionConvertedInstrumentAmountDebtConversionConvertedInstrumentAmount1 | $ 0 | $ 8,400 | $ 0 | $ 10,656 | $ 0 | $ 10,584 | $ 21,000 | $ 30,000 | $ 8,128 | $ 0 | $ 150,000 | |||
Subsequent Event [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,318,118 | 750,000 | ||||||||||||
Debt Conversion, Converted Instrument, Amount DebtConversionConvertedInstrumentAmountDebtConversionConvertedInstrumentAmount1 | $ 35,000 | $ 13,500 | ||||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||
Loans payable | $ 66,780 | |||||||||||||
Unpaid interest, maturity date | Oct. 29, 2021 | |||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10.00% | |||||||||||||
Original Issue Discount | $ 3,780 | |||||||||||||
Amount received upon convertible promissory note | 60,000 | |||||||||||||
Financing fees | $ 3,000 | |||||||||||||
Debt description | The note is convertible 180 days following the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to the 71% of the lowest Closing Trade Price during the fifteen (15) Trading Day period immediately preceding the measurement date. | |||||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | May 1, 2020 [Member] | ||||||||||||||
Conversion price description | The note is convertible immediately upon issuance at the noteholder’s option into shares of our common stock at a conversion price equal to 65% of the average of the three lowest closing prices in the ten (10) trading days prior to the conversion. | |||||||||||||
Loans payable | $ 66,780 | |||||||||||||
Prepayment of of consulting services | $ 100,000 | |||||||||||||
Unpaid interest, maturity date | Feb. 1, 2021 | |||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10.00% |