Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2021 | Mar. 18, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | THC Therapeutics, Inc. | |
Entity Central Index Key | 0001404935 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --07-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jan. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 24,177,860 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Current assets | ||
Cash | $ 150,272 | $ 43,239 |
Prepaid Expenses | 12,967 | 0 |
Total current assets | 163,239 | 43,239 |
Fixed Assets, net | 15,414 | 21,446 |
Intangible Assets, net | 18,441 | 20,661 |
Total assets | 197,094 | 85,346 |
Current liabilities | ||
Accounts payable and accrued liabilities | 632,257 | 499,249 |
Accrued liabilities due to related parties | 11,311 | 8,474 |
Advances from related parties | 154,356 | 83,660 |
Convertible Notes payable, net | 337,615 | 305,110 |
Convertible Notes payable- Related party, net | 175,342 | 124,931 |
Derivative liability | 603,854 | 842,573 |
Total current liabilities | 1,914,735 | 1,863,997 |
Total liabilities | 1,914,735 | 1,863,997 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 500,000,000 shares authorized; 24,177,860 and 21,461,784 shares issued and outstanding as of January 31, 2021 and July 31, 2020, respectively | 24,178 | 21,462 |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 218,000 and 218,000 series A and B shares issued and outstanding as of January 31, 2021 and July 31, 2020, respectively | 0 | 0 |
Stock payable | 627,752 | 221,700 |
Stock receivable | (6,902,000) | (6,902,000) |
Additional paid-in capital | 39,608,401 | 39,506,284 |
Accumulated deficit | (35,076,190) | (34,626,315) |
Total stockholders' equity (deficit) | (1,717,641) | (1,778,651) |
Total liabilities and stockholders' equity (deficit) | 197,094 | 85,346 |
Preferred A Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 218,000 and 218,000 series A and B shares issued and outstanding as of January 31, 2021 and July 31, 2020, respectively | 218 | 218 |
Preferred B Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 218,000 and 218,000 series A and B shares issued and outstanding as of January 31, 2021 and July 31, 2020, respectively | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2021 | Jul. 31, 2020 | Jun. 05, 2017 | May 12, 2017 | Jan. 24, 2017 |
Stockholders' deficit | |||||
Common stock, shares par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, shares issued | 24,177,860 | 21,461,748 | |||
Common stock, shares outstanding | 24,177,860 | 21,461,748 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued | 218,000 | 218,000 | |||
Preferred stock, shares outstanding | 218,000 | 218,000 | |||
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 | 218,000 | 218,000 | |||
Preferred stock, shares outstanding | 218,000 | 218,000 | |||
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 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
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 | 89,218 | 180,802 | 109,521 | 199,089 |
Consulting fees | 136,552 | 129,616 | 143,552 | 166,504 |
Payroll expense | 55,164 | 46,938 | 102,101 | 93,875 |
General and administrative expenses | 42,849 | 32,083 | 78,530 | 95,786 |
Depreciation and amortization | 4,126 | 5,508 | 8,252 | 11,950 |
Total operating expenses | 327,909 | 394,947 | 441,956 | 567,204 |
Loss from operations | (327,909) | (394,947) | (441,956) | (567,204) |
Other income (expense) | ||||
Gain (loss) on derivative liability | 58,081 | (359,258) | 195,886 | (220,251) |
Interest Expense | (89,997) | (112,834) | (203,805) | (225,057) |
Total other income (expense) | (31,916) | (472,092) | (7,919) | (445,308) |
Net income (loss) | $ (359,825) | $ (867,039) | $ (449,875) | $ (1,012,512) |
Basic income (loss) per common share | $ (0.02) | $ (0.07) | $ (0.02) | $ (0.08) |
Basic weighted average common shares outstanding | 23,678,406 | 13,074,816 | 22,728,151 | 13,039,598 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock Series B [Member] | Preferred Stock Series A [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Stock Receivable [Member] | Accumulated Deficit [Member] |
Balance, shares at Jul. 31, 2019 | 217,000 | 14,434,098 | ||||||
Balance, amount at Jul. 31, 2019 | $ (749,406) | $ 0 | $ 217 | $ 14,434 | $ 38,421,610 | $ 417,469 | $ (6,902,000) | $ (32,701,136) |
Shares and warrants for services, shares | 107,661 | |||||||
Shares and warrants for services, amount | 2,259 | $ 0 | $ 0 | $ 108 | 298,712 | (296,561) | 0 | 0 |
Conversion of Preferred to Common Stock, shares | (1,000) | 250,000 | ||||||
Conversion of Preferred to Common Stock, amount | 0 | $ 0 | $ (1) | $ 250 | (232) | (17) | 0 | 0 |
Shares issued for conversion of convertible debt, shares | 26,080 | |||||||
Shares issued for conversion of convertible debt, amount | 10,032 | $ 0 | $ 0 | $ 26 | 69,438 | (59,432) | 0 | 0 |
Net loss | (145,473) | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (145,473) |
Balance, shares at Oct. 31, 2019 | 216,000 | 14,817,839 | ||||||
Balance, amount at Oct. 31, 2019 | (882,588) | $ 0 | $ 216 | $ 14,818 | 38,789,528 | 61,459 | (6,902,000) | (32,846,609) |
Balance, shares at Jul. 31, 2019 | 217,000 | 14,434,098 | ||||||
Balance, amount at Jul. 31, 2019 | (749,406) | $ 0 | $ 217 | $ 14,434 | 38,421,610 | 417,469 | (6,902,000) | (32,701,136) |
Net loss | (1,012,512) | |||||||
Balance, shares at Jan. 31, 2020 | 203,000 | 15,022,779 | ||||||
Balance, amount at Jan. 31, 2020 | (1,599,186) | $ 0 | $ 203 | $ 15,023 | 38,829,536 | 171,700 | (6,902,000) | (33,713,648) |
Balance, shares at Oct. 31, 2019 | 216,000 | 14,817,839 | ||||||
Balance, amount at Oct. 31, 2019 | (882,588) | $ 0 | $ 216 | $ 14,818 | 38,789,528 | 61,459 | (6,902,000) | (32,846,609) |
Shares issued for conversion of convertible debt, shares | 204,940 | |||||||
Shares issued for conversion of convertible debt, amount | 40,200 | $ 0 | $ 0 | $ 205 | 39,995 | 0 | 0 | 0 |
Net loss | (867,039) | 0 | 0 | 0 | 0 | 0 | 0 | (867,039) |
Shares and warrants for services | 110,241 | $ 0 | $ 0 | $ 0 | 0 | 110,241 | 0 | 0 |
Rescission of equity grant, shares | (13,000) | |||||||
Rescission of equity grant, amount | 0 | $ 0 | $ (13) | $ 0 | 13 | 0 | 0 | 0 |
Balance, shares at Jan. 31, 2020 | 203,000 | 15,022,779 | ||||||
Balance, amount at Jan. 31, 2020 | (1,599,186) | $ 0 | $ 203 | $ 15,023 | 38,829,536 | 171,700 | (6,902,000) | (33,713,648) |
Net loss | (449,875) | |||||||
Balance, shares at Jan. 31, 2021 | 218,000 | 24,177,860 | ||||||
Balance, amount at Jan. 31, 2021 | (1,717,641) | $ 0 | $ 218 | $ 24,178 | 39,608,401 | 627,752 | (6,902,000) | (35,076,190) |
Balance, shares at Jul. 31, 2020 | 218,000 | 21,461,784 | ||||||
Balance, amount at Jul. 31, 2020 | (1,778,651) | $ 0 | $ 218 | $ 21,462 | 39,506,284 | 221,700 | (6,902,000) | (34,626,315) |
Shares issued for conversion of convertible debt, shares | 718,908 | |||||||
Shares issued for conversion of convertible debt, amount | 22,000 | $ 0 | $ 0 | $ 719 | 21,281 | 0 | 0 | 0 |
Net loss | (90,050) | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (90,050) |
Balance, shares at Oct. 31, 2020 | 218,000 | 22,180,692 | ||||||
Balance, amount at Oct. 31, 2020 | (1,846,701) | $ 0 | $ 218 | $ 22,181 | 39,527,565 | 221,700 | (6,902,000) | (34,716,365) |
Balance, shares at Jul. 31, 2020 | 218,000 | 21,461,784 | ||||||
Balance, amount at Jul. 31, 2020 | (1,778,651) | $ 0 | $ 218 | $ 21,462 | 39,506,284 | 221,700 | (6,902,000) | (34,626,315) |
Net loss | (449,875) | |||||||
Balance, shares at Jan. 31, 2021 | 218,000 | 24,177,860 | ||||||
Balance, amount at Jan. 31, 2021 | (1,717,641) | $ 0 | $ 218 | $ 24,178 | 39,608,401 | 627,752 | (6,902,000) | (35,076,190) |
Balance, shares at Oct. 31, 2020 | 218,000 | 22,180,692 | ||||||
Balance, amount at Oct. 31, 2020 | (1,846,701) | $ 0 | $ 218 | $ 22,181 | 39,527,565 | 221,700 | (6,902,000) | (34,716,365) |
Shares issued for conversion of convertible debt, shares | 1,997,168 | |||||||
Shares issued for conversion of convertible debt, amount | 40,000 | $ 0 | $ 0 | $ 1,997 | 38,003 | 0 | 0 | 0 |
Net loss | (359,825) | 0 | 0 | 0 | 0 | 0 | 0 | (359,825) |
Shares and warrants issued for services | 108,552 | 0 | 0 | 0 | 0 | 108,552 | 0 | 0 |
Cash received for stock payable | 297,500 | 0 | 0 | 0 | 0 | 297,500 | 0 | 0 |
Derivative written off to additional paid in capital | 42,833 | $ 0 | $ 0 | $ 0 | 42,833 | 0 | 0 | 0 |
Balance, shares at Jan. 31, 2021 | 218,000 | 24,177,860 | ||||||
Balance, amount at Jan. 31, 2021 | $ (1,717,641) | $ 0 | $ 218 | $ 24,178 | $ 39,608,401 | $ 627,752 | $ (6,902,000) | $ (35,076,190) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (449,875) | $ (1,012,512) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss on change in derivative liabilities | (195,886) | 215,751 |
Amortization of debt discount | 169,916 | 193,110 |
Stock based compensation | 108,552 | 251,625 |
Depreciation and amortization | 8,252 | 11,950 |
Changes in operating assets and liabilities | ||
Increase (decrease) in prepaid assets | (12,967) | 0 |
Increase (decrease) in accounts payable | 133,008 | 313,104 |
Increase (decrease) in accounts payable related party | 2,837 | (210,988) |
Net cash from operating activities | (236,163) | (237,960) |
Cash Flows from investing | ||
Increase in short-term investments | 0 | (168,453) |
Net cash used in investing activities | 0 | (168,453) |
Cash Flows from Financing Activities | ||
Proceeds from related party debts | 82,587 | 20,565 |
Payments on related party debts | (11,891) | (54,391) |
Proceeds from sale of common stock | 297,500 | 0 |
Proceeds from loans | 0 | 152,333 |
Payments on loans | (25,000) | 0 |
Net cash from financing activities | 343,196 | 118,507 |
Net increase (decrease) in Cash | 107,033 | (287,906) |
Beginning cash balance | 43,239 | 317,551 |
Ending cash balance | 150,272 | 29,645 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for tax | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Derivative Liability written off to Additional paid in capital | $ 42,833 | $ 0 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 6 Months Ended |
Jan. 31, 2021 | |
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 | 6 Months Ended |
Jan. 31, 2021 | |
BASIS OF PRESENTATION AND GOING CONCERN | |
Note 2 - BASIS OF PRESENTATION AND GOING CONCERN | Basis of Presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Going Concern Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues to provide sufficient cash flows to enable the 7Company to finance its operations internally. As of January 31, 2021, the Company had $150,272 cash on hand. At January 31, 2021 the Company has an accumulated deficit of $35,076,190. For the twelve months ended January 31, 2021 the Company had a net loss of $449,875, and net cash used in operations of $236,163. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. Over the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence. |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 6 Months Ended |
Jan. 31, 2021 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Note 3 - SUMMARY OF SIGNIFICANT POLICIES | 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 $150,272 and $43,239 in cash and no cash equivalents as of January 31, 2021 and July 31, 2020, 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 January 31, 2021 , 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. 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). 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. 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). Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of January 31, 2021: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 603,854 $ 603,854 As of January 31, 2021, the Company’s stock price was $0.17, risk-free discount rate of 0.07% and volatility of 282.6%. The following tables provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for the three months ended January 31, 2021: Amount Balance October 31, 2020 $ 704,768 Derivative reclassed to additional paid in capital (42,833 ) Change in fair market value of derivative liabilities (58,081 ) Balance January 31, 2021 $ 603,854 The following tables provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for the six months ended January 31, 2021. Amount Balance July 31, 2020 $ 842,573 Derivative reclassed to additional paid in capital (42,833 ) Change in fair market value of derivative liabilities 195,886 Balance January 31, 2021 $ 603,854 Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of July 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 842,573 $ 842,573 As of July 31, 2020, the Company’s stock price was $0.07, risk-free discount rate of 0.11% and volatility of 240.18%. Goodwill and Intangible Assets The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “ Intangibles – Goodwill and Other. Long-Lived Assets In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ending January 31, 2020 and 2019 the Company recorded an impairment expense of $0 and $0, respectively. 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 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 $532 and $40,708 during the six months ended January 31, 2021 and 2020, respectively. Recently Issued Accounting Pronouncements ASU 2016-02 - In February 2016, the FASB issued ASU No. 2016-02, "Leases", ("ASC 842") which amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods. We adopted ASC 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASC 840. We elected the transition relief package of practical expedients, and as a result, we did 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 elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining our current accounting policy for existing or expired land easements. 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 for us for annual periods beginning January 1, 2019. Management evaluated ASU 2018-07 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Jan. 31, 2021 | |
FIXED ASSETS | |
Note 4 - FIXED ASSETS | Fixed assets consist of the following as of January 31, 2021 and July 31, 2020: January 31, 2021 July 31, 2020 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (72,218 ) (66,186 ) Fixed assets, net $ 15,414 $ 21,446 Depreciation expense for the six months ended January 31, 2021 and 2020, was $6,032 and $5,332, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jan. 31, 2021 | |
INTANGIBLE ASSETS | |
Note 5 - INTANGIBLE ASSETS | Intangible assets consist of the following as of January 31, 2021 and July 31, 2020: January 31, 2021 July 31, 2020 Patents and patents pending $ 19,699 $ 19,699 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (17,631 ) (15,411 ) Intangible assets, net $ 19,551 $ 20,661 Amortization expense for the six months ended January 31, 2021 and 2020, was $2,220 and $2,220 respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jan. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Note 6 - RELATED PARTY TRANSACTIONS | 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 days of demand and bear interest at 5% annually. Advances from related parties consist of the following as of January 31, 2021 : Principal as of Three Months ending January 31, 2021 Principal as of Accrued interest balance As of July 31, 2020 Funds advanced Funds repaid January 31, 2021 January 31, 2021 B. Romanek, President and CEO $ 13,267 $ 82,587 $ (11,891 ) $ 83,963 $ 1,114 Shareholder Relative of our President and CEO 70,393 - - 70,393 10,197 TOTAL $ 83,660 $ 35,894 $ (8,616 ) $ 154,356 $ 11,311 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 six months ending January 31, 2021, the Company accrued $93,874 due to Mr. Romanek related to this agreement. As of January 31, 2021, Mr. Romanek has allowed the Company to defer a total of $391,560 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 three months ended January 31, 2021 Mr. Halford earned $10,000. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jan. 31, 2021 | |
CONVERTIBLE NOTES PAYABLE | |
Note 7 - CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable at consists of the following: January 31, July 31, 2021 2020 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 January 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. On May 26, 2020, the lender converted $13,000 of principle, and $500 of fees into 750,000 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 $17,270 during the six months ended January 31, 2021. 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 three months ended January 31, 2020, the Company recorded a gain on derivative liability of $41,851. 72,000 72,000 Unamortized debt discount - (17,260 ) Total, net of unamortized discount 72,000 54,740 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 January 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 On May 28, 2020, the lender converted $35,000 of principle into 1,318,118 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 $0 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $141,391 and an initial loss of $0 based on the Black-Scholes pricing model. 145,108 145,108 Unamortized debt discount - - Total, net of unamortized discount 145,108 145,108 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. On September 2, 2020, the lender converted $10,000 of principle into 242,718 shares of common stock On September 30, 2020, the lender converted $12,000 of principle into 476,190 shares of common stock On November 14, 2020, the lender converted $20,000 of principle into 938,967 shares of common stock. On December 1, 2020, the lender converted $20,000 of principle into 1,058,201 shares of common stock. The fair value of the derivative liability associated with the conversions for the six months ended January 31, 2021 on the date of settlement of $42,833 was recorded to additional paid in capital. 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 $22,778 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model. 73,680 135,680 Unamortized debt discount (48,528 ) (94,085 ) Total, net of unamortized discount 25,152 41,595 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 $1,512 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $1,500 and an initial loss of $1,500 based on the Black-Scholes pricing model. 3,000 3,000 Unamortized debt discount (444 ) (1,956 ) Total, net of unamortized discount 2,556 1,044 On May 1, 2020, we entered into a convertible promissory note pursuant to which we borrowed $100,000, net of consulting expenses of $100,000 resulting in the Company receiving $0. During the three months ended January 31, 2021, the Company made cash payments of $25,000. 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 at any date after the effective date 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 10 trading days prior to the conversion. The Company recorded a debt discount in the amount of $64,888 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 $32,523 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $64,888 based on the Black-Scholes pricing model. 75,000 100,000 Unamortized debt discount (15,957 ) (48,710 ) Total, net of unamortized discount 59,043 51,290 On May 7, 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 investor legal expenses of $3,000 resulting in the Company receiving $60,000. 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 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 $66,780 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 $22,422 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $138,172 and an initial loss of $75,172 based on the Black-Scholes pricing model. 66,780 66,780 Unamortized debt discount (33,024 ) (55,447 ) 33,756 22,544 Total, net of unamortized discount $ 337,615 $ 305,110 |
CONVERTIBLE NOTES PAYABLE RELAT
CONVERTIBLE NOTES PAYABLE RELATED PARTY | 6 Months Ended |
Jan. 31, 2021 | |
CONVERTIBLE NOTES PAYABLE RELATED PARTY | |
Note 8 - 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 $50,410 during the three months January 31, 2021. Further, the Company recognized a derivative liability of $387,232 and an initial loss of $187,232 based on the Black-Scholes pricing model. As of January 31, 2020, convertible notes due to related parties net of unamortized debt discounts of $24,658, was $175,342. 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 Black-Scholes model, adopted by management as an appropriate financial model, utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note through January 31, 2021: Risk free interest rate 0.07% - 0.13% Expected term (years) 0.24 - 0.49 Expected volatility 236% - 240 Expected dividends 0 % |
STOCK WARRANTS
STOCK WARRANTS | 6 Months Ended |
Jan. 31, 2021 | |
STOCK WARRANTS | |
Note 9 - STOCK WARRANTS | The following is a summary of warrant activity during the six months ended January 31, 2021. Number of Shares Weighted Average Exercise Price Balance, July 31, 2020 922,129 $ 10.34 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, January 31, 2021 922,129 $ 10.34 The following is a summary of warrant activity during the six months ended January 31, 2020: Number of Shares Weighted Average Exercise Price Balance, July 31, 2019 1,506,250 $ 10.34 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, January 31, 2020 1,506,250 $ 10.34 |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 6 Months Ended |
Jan. 31, 2021 | |
SHAREHOLDERS DEFICIT | |
Note 10 - 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 January 31, 2021 and July 31, 2020, the Company had 24,177,860 and 21,461,784 shares of common stock issued and outstanding, respectively. As of January 31, 2021 and July 31, 2020, the Company had 218,000 and 218,000 shares of Series A Preferred Stock issued and outstanding, respectively. As of January 31, 2021 and July 31, 2020, the Company had 0 and 0 shares of Series B Preferred Stock issued and outstanding, respectively. 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 January 31, 2021, all shares of Series B Preferred Stock eligible for mandatory conversion have been converted into common stock. Issuances of Common and Preferred Stock for the t months ended January 31, 2020 On September 2, 2020, a convertible note holder converted $10,000 in principal and fees into 242,718 shares of common stock at a conversion price of $0.0412 per share. On September 30, 2020, a convertible note holder converted $12,000 in principal and fees into 476,190 shares of common stock at a conversion price of $0.0252 per share. During the three months ended January 31, 2021, 720,000 shares were to be issued for services valued at $108,552. As of January 31, 2021, the shares were not issued, and the value was included in stock payable. During the three months ended January 31, 2021, the Company issued 1,997,168 shares of common stock valued at $40,000 for the conversion of certain convertible notes. During the three months ended January 31, 2021, the Company received 297,500 for the issuance of 5,950,000 shares of common stock. As of January 31, 2021, the shares were not issued, and the value was included in stock payable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2021 | |
SUBSEQUENT EVENTS | |
Note 11 - SUBSEQUENT EVENTS | None. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2021 | |
SUMMARY OF SIGNIFICANT POLICIES | |
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$150,272 and $43,239 in cash and no cash equivalents as of January 31, 2021 and July 31, 2020, 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 January 31, 2021 , 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. |
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). 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. |
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). Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of January 31, 2021: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 603,854 $ 603,854 As of January 31, 2021, the Company’s stock price was $0.17, risk-free discount rate of 0.07% and volatility of 282.6%. The following tables provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for the three months ended January 31, 2021: Amount Balance October 31, 2020 $ 704,768 Derivative reclassed to additional paid in capital (42,833 ) Change in fair market value of derivative liabilities (58,081 ) Balance January 31, 2021 $ 603,854 The following tables provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for the six months ended January 31, 2021. Amount Balance July 31, 2020 $ 842,573 Derivative reclassed to additional paid in capital (42,833 ) Change in fair market value of derivative liabilities 195,886 Balance January 31, 2021 $ 603,854 Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of July 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 842,573 $ 842,573 As of July 31, 2020, the Company’s stock price was $0.07, risk-free discount rate of 0.11% and volatility of 240.18%. |
Goodwill and Intangible Assets | The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “ Intangibles – Goodwill and Other. |
Long-Lived Assets | In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ending January 31, 2020 and 2019 the Company recorded an impairment expense of $0 and $0, respectively. |
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 |
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 $532 and $40,708 during the six months ended January 31, 2021 and 2020, respectively. |
Recently Issued Accounting Pronouncements | ASU 2016-02 - In February 2016, the FASB issued ASU No. 2016-02, "Leases", ("ASC 842") which amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods. We adopted ASC 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASC 840. We elected the transition relief package of practical expedients, and as a result, we did 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 elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining our current accounting policy for existing or expired land easements. 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 for us for annual periods beginning January 1, 2019. Management evaluated ASU 2018-07 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Schedule of Fair value of Assets and Liabilities | Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 603,854 $ 603,854 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 842,573 $ 842,573 |
Summary of change in fair value on recurring basis | Amount Balance October 31, 2020 $ 704,768 Derivative reclassed to additional paid in capital (42,833 ) Change in fair market value of derivative liabilities (58,081 ) Balance January 31, 2021 $ 603,854 Amount Balance July 31, 2020 $ 842,573 Derivative reclassed to additional paid in capital (42,833 ) Change in fair market value of derivative liabilities 195,886 Balance January 31, 2021 $ 603,854 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
FIXED ASSETS (Tables) | |
Schedule of fixed assets | January 31, 2021 July 31, 2020 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (72,218 ) (66,186 ) Fixed assets, net $ 15,414 $ 21,446 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
INTANGIBLE ASSETS | |
Schedule of Intangible assets | January 31, 2021 July 31, 2020 Patents and patents pending $ 19,699 $ 19,699 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (17,631 ) (15,411 ) Intangible assets, net $ 19,551 $ 20,661 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
RELATED PARTY TRANSACTIONS (Tables) | |
Schedule of advances from related affiliate | Principal as of Three Months ending January 31, 2021 Principal as of Accrued interest balance As of July 31, 2020 Funds advanced Funds repaid January 31, 2021 January 31, 2021 B. Romanek, President and CEO $ 13,267 $ 82,587 $ (11,891 ) $ 83,963 $ 1,114 Shareholder Relative of our President and CEO 70,393 - - 70,393 10,197 TOTAL $ 83,660 $ 35,894 $ (8,616 ) $ 154,356 $ 11,311 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
CONVERTIBLE NOTES PAYABLE (Tables) | |
Schedule of Convertible Notes Payable | January 31, July 31, 2021 2020 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 January 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. On May 26, 2020, the lender converted $13,000 of principle, and $500 of fees into 750,000 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 $17,270 during the six months ended January 31, 2021. 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 three months ended January 31, 2020, the Company recorded a gain on derivative liability of $41,851. 72,000 72,000 Unamortized debt discount - (17,260 ) Total, net of unamortized discount 72,000 54,740 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 January 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 On May 28, 2020, the lender converted $35,000 of principle into 1,318,118 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 $0 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $141,391 and an initial loss of $0 based on the Black-Scholes pricing model. 145,108 145,108 Unamortized debt discount - - Total, net of unamortized discount 145,108 145,108 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. On September 2, 2020, the lender converted $10,000 of principle into 242,718 shares of common stock On September 30, 2020, the lender converted $12,000 of principle into 476,190 shares of common stock On November 14, 2020, the lender converted $20,000 of principle into 938,967 shares of common stock. On December 1, 2020, the lender converted $20,000 of principle into 1,058,201 shares of common stock. The fair value of the derivative liability associated with the conversions for the six months ended January 31, 2021 on the date of settlement of $42,833 was recorded to additional paid in capital. 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 $22,778 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model. 73,680 135,680 Unamortized debt discount (48,528 ) (94,085 ) Total, net of unamortized discount 25,152 41,595 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 $1,512 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $1,500 and an initial loss of $1,500 based on the Black-Scholes pricing model. 3,000 3,000 Unamortized debt discount (444 ) (1,956 ) Total, net of unamortized discount 2,556 1,044 On May 1, 2020, we entered into a convertible promissory note pursuant to which we borrowed $100,000, net of consulting expenses of $100,000 resulting in the Company receiving $0. During the three months ended January 31, 2021, the Company made cash payments of $25,000. 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 at any date after the effective date 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 10 trading days prior to the conversion. The Company recorded a debt discount in the amount of $64,888 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 $32,523 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $64,888 based on the Black-Scholes pricing model. 75,000 100,000 Unamortized debt discount (15,957 ) (48,710 ) Total, net of unamortized discount 59,043 51,290 On May 7, 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 investor legal expenses of $3,000 resulting in the Company receiving $60,000. 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 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 $66,780 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 $22,422 during the six months ended January 31, 2021. Further, the Company recognized a derivative liability of $138,172 and an initial loss of $75,172 based on the Black-Scholes pricing model. 66,780 66,780 Unamortized debt discount (33,024 ) (55,447 ) 33,756 22,544 Total, net of unamortized discount $ 337,615 $ 305,110 |
CONVERTIBLE NOTES PAYABLE REL_2
CONVERTIBLE NOTES PAYABLE RELATED PARTY (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
CONVERTIBLE NOTES PAYABLE RELATED PARTY | |
Schedule for derivatives liabilities of issuance of the convertible notes | Risk free interest rate 0.07% - 0.13% Expected term (years) 0.24 - 0.49 Expected volatility 236% - 240 Expected dividends 0 % |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
STOCK WARRANTS | |
Schedule of summary of warrant activity | Number of Shares Weighted Average Exercise Price Balance, July 31, 2020 922,129 $ 10.34 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, January 31, 2021 922,129 $ 10.34 Number of Shares Weighted Average Exercise Price Balance, July 31, 2019 1,506,250 $ 10.34 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, January 31, 2020 1,506,250 $ 10.34 |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | |
BASIS OF PRESENTATION AND GOING CONCERN | |||||||||
Net loss | $ (359,825) | $ (90,050) | $ (867,039) | $ (145,473) | $ (449,875) | $ (1,012,512) | $ (449,875) | ||
Cash in hand | 150,272 | $ 29,645 | 150,272 | 29,645 | 150,272 | $ 43,239 | $ 317,551 | ||
Accumulated deficit | $ (35,076,190) | (35,076,190) | (35,076,190) | $ (34,626,315) | |||||
Net cash used in operations | $ (236,163) | $ (237,960) | $ 2,236,163 |
SUMMARY OF SIGNIFICANT POLICI_4
SUMMARY OF SIGNIFICANT POLICIES (Details ) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Total | $ 603,854 | $ 842,573 |
Level 1 [Member] | ||
Total | 0 | 0 |
Level 2 [Member] | ||
Total | 0 | 0 |
Level 3 [Member] | ||
Total | $ 603,854 | $ 842,573 |
SUMMARY OF SIGNIFICANT POLICI_5
SUMMARY OF SIGNIFICANT POLICIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
SUMMARY OF SIGNIFICANT POLICIES | ||||
Beginning balance | $ 704,768 | $ 842,573 | ||
Derivative reclassed to additional paid in capital | (42,833) | (42,833) | ||
Change in fair market value of derivative liabilities | 58,081 | $ (359,258) | 195,886 | $ (220,251) |
Ending balance | $ 603,854 | $ 603,854 |
SUMMARY OF SIGNIFICANT POLICI_6
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
SUMMARY OF SIGNIFICANT POLICIES | |||||
Cash | $ 150,272 | $ 150,272 | $ 43,239 | ||
Cash in excess of FDIC limit | 0 | 0 | |||
Impairment expense | $ 0 | $ 0 | |||
Advertising expenses | $ 532 | $ 40,708 | |||
Stock price | $ 0.17 | $ 0.17 | $ 0.07 | ||
Risk free discount rate | 0.07% | 0.11% | |||
Volatility rate | 282.60% | 240.18% |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Less: accumulated depreciation | $ (72,218) | $ (66,186) |
Fixed assets, net | 15,414 | 21,446 |
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 ($) | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
FIXED ASSETS (Tables) | ||
Depreciation expense | $ 6,032 | $ 5,332 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Less: accumulated depreciation | $ (17,631) | $ (15,411) |
Intangible Assets, net | 19,551 | 20,661 |
Trademarks [Member] | ||
Intangible Assets, gross | 1,275 | 1,275 |
Patents and Patents Pending [Member] | ||
Intangible Assets, gross | 19,699 | 19,699 |
Website And Domain Names [Member] | ||
Intangible Assets, gross | $ 15,098 | $ 15,098 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
INTANGIBLE ASSETS | ||
Amortization expense | $ 2,220 | $ 2,220 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
TOTAL | $ 154,356 | $ 83,660 |
Principal [Member] | ||
B. Romanek, President and CEO | 83,963 | 13,267 |
Shareholder Relative of our President and CEO | 70,393 | 70,393 |
TOTAL | 154,356 | $ 83,660 |
Funds Advanced [Member] | ||
B. Romanek, President and CEO | 82,587 | |
Shareholder Relative of our President and CEO | 0 | |
TOTAL | 35,894 | |
Funds Repaid [Member] | ||
B. Romanek, President and CEO | (11,891) | |
Shareholder Relative of our President and CEO | 0 | |
TOTAL | (8,616) | |
Accrued Interest [Member] | ||
B. Romanek, President and CEO | 1,114 | |
Shareholder Relative of our President and CEO | 10,197 | |
TOTAL | $ 11,311 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 15, 2019USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | Jan. 31, 2021USD ($)integer | Jan. 31, 2020USD ($) | Feb. 18, 2020USD ($) | |
Professional fees | $ 89,218 | $ 180,802 | $ 109,521 | $ 199,089 | ||
Due to related party | $ 24,658 | $ 24,658 | ||||
Ageement [Member] | Mr. Romanek [Member] | ||||||
Due to related party | 93,874 | 93,874 | ||||
Deferred Compensation | $ 391,560 | $ 391,560 | ||||
Chief Executive Officer [Member] | ||||||
Advances from related parties bear interest rate | 5.00% | |||||
Advances due within, days | integer | 10 | |||||
Chief Executive Officer [Member] | On February 1, 2019 [Member] | ||||||
Professional fees | $ 178,000 | |||||
Chief Executive Officer [Member] | November 1, 2017 [Member] | ||||||
Professional fees | 78,000 | |||||
Joshua Halford [Member] | Contract Termination [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) | |||||
Percantage bonus for stock issued | 50.00% | |||||
Sales commision payable | 10.00% | |||||
Compensation payable | $ 3,000 | $ 1,000 | ||||
Cash Payment to related party | $ 10,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Convertible Promissory Note One [Member] | ||
Convertible Notes payable current | $ 72,000 | $ 72,000 |
Unamortized debt discount | 0 | (17,260) |
Total, net of unamortized discount | 72,000 | 54,740 |
Convertible Promissory Note Two [Member] | ||
Convertible Notes payable current | 145,108 | 145,108 |
Unamortized debt discount | 0 | 0 |
Total, net of unamortized discount | 145,108 | 145,108 |
Convertible Promissory Note Three [Member] | ||
Convertible Notes payable current | 73,680 | 135,680 |
Unamortized debt discount | (48,528) | (94,085) |
Total, net of unamortized discount | 25,152 | 41,595 |
Convertible Promissory Note Four [Member] | ||
Convertible Notes payable current | 3,000 | 3,000 |
Unamortized debt discount | (444) | (1,956) |
Total, net of unamortized discount | 2,556 | 1,044 |
Convertible Promissory Note Five [Member] | ||
Convertible Notes payable current | 75,000 | 100,000 |
Unamortized debt discount | (15,957) | (48,710) |
Total, net of unamortized discount | 59,043 | 51,290 |
Convertible Promissory Note Six [Member] | ||
Convertible Notes payable current | 66,780 | 66,780 |
Unamortized debt discount | (33,024) | (55,447) |
Total, net of unamortized discount | 337,615 | 305,110 |
Convertible Notes payable, net | $ 33,756 | $ 22,544 |
CONVERTIBLE NOTES PAYABLE REL_3
CONVERTIBLE NOTES PAYABLE RELATED PARTY (Details) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Jul. 31, 2020 | |
Expected dividends | 0.00% | |
Risk free interest rate | 0.07% | 0.11% |
Expected volatility | 282.60% | 240.18% |
Minimum [Member] | ||
Risk free interest rate | 0.07% | |
Expected term (years) | 2 months 27 days | |
Expected volatility | 236.00% | |
Maximum [Member] | ||
Risk free interest rate | 0.13% | |
Expected term (years) | 5 months 27 days | |
Expected volatility | 240.00% |
CONVERTIBLE NOTES PAYABLE REL_4
CONVERTIBLE NOTES PAYABLE RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 | |
Due to related parties | $ 24,658 | |||
Unamortized debt discounts | $ 175,342 | |||
Derivative liability | $ 603,854 | $ 603,854 | $ 842,573 | |
Black Scholes Option Pricing Model [Member] | ||||
Initial loss | 187,232 | |||
Derivative liability | 387,232 | 387,232 | ||
May 1 2019 [Member] | ||||
Unamortized debt discounts | 200,000 | $ 200,000 | ||
Financing expense | 50,410 | |||
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. | |||
Convertible promissory note | $ 200,000 | $ 200,000 |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) - Warrants [Member] - $ / shares | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Warrants Outstanding, Beginning balance | 922,129 | 1,506,250 |
Warrants granted and assumed | 0 | 0 |
Warrants expired | 0 | 0 |
Warrants canceled | 0 | 0 |
Warrants exercised | 0 | 0 |
Warrants Outstanding, Ending balance | 922,129 | 1,506,250 |
Weighted average exercise price, Beginning balance | $ 10.34 | $ 10.34 |
Weighted average exercise price, Ending balance | $ 10.34 | $ 10.34 |
SHAREHOLDERS DEFICIT (Details N
SHAREHOLDERS DEFICIT (Details Narrative) - USD ($) | Jun. 05, 2017 | Sep. 30, 2020 | Sep. 02, 2020 | Jan. 24, 2017 | Jan. 31, 2021 | Jul. 31, 2020 | May 12, 2017 |
Debt instrument converted amount, principal | $ 12,000 | $ 10,000 | $ 40,000 | ||||
Conversion price | $ 0.0252 | $ 0.0412 | |||||
Debt instrument converted amount, shares issued | 476,190 | 242,718 | 1,997,168 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Common stock, shares issued | 24,177,860 | 21,461,748 | |||||
Common stock, shares outstanding | 24,177,860 | 21,461,748 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Common stock shares issued upon service rendered, shares | 720,000 | ||||||
Common stock shares issued upon service rendered, amount | $ 108,552 | ||||||
Shares reserved for future issuance, shares | 5,950,000 | ||||||
Shares reserved for future issuance, amount | $ 297,500 | ||||||
Preferred stock, shares issued | 218,000 | 218,000 | |||||
Preferred stock, shares outstanding | 218,000 | 218,000 | |||||
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 | 218,000 | 218,000 | |||||
Preferred stock, shares outstanding | 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 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 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
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 |