Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2022 | Dec. 09, 2022 | |
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 | Oct. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 34,146,149 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55994 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 26-0164981 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 11700 W Charleston Blvd. #73 | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89135 | |
City Area Code | 833 | |
Local Phone Number | 420-8428 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Current assets | ||
Cash | $ 3,561 | $ 32 |
Prepaid expenses | 39,005 | 40,656 |
Other current assets | 995 | 25 |
Total current assets | 43,561 | 40,713 |
Physical silver assets | 0 | 152,785 |
Fixed assets, net | 0 | 0 |
Intangible assets, net | 13,052 | 13,403 |
Total assets | 56,613 | 206,901 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,663,470 | 1,580,689 |
Accrued expenses - related party | 2,446 | 16,807 |
Advances from related parties | 99,252 | 144,632 |
Notes payable, net | 25,000 | 25,000 |
Convertible notes payable | 576,028 | 576,028 |
Convertible notes payable- related party | 130,761 | 200,000 |
Derivative liability | 2,682,645 | 673,712 |
Total current liabilities | 5,179,602 | 3,216,868 |
Total liabilities | 5,179,602 | 3,216,868 |
Commitments and Contingencies (See note 10) | 100,000 | 100,000 |
Stockholders' deficit | ||
Preferred stock, value | 0 | 0 |
Common stock; $0.001 par value; 500,000,000 shares authorized; 34,146,149 and 33,891,671 shares issued and outstanding as of October 31, 2022 and July 31, 2022, respectively | 32,746 | 32,492 |
Stock payable | 622,278 | 622,278 |
Stock receivable | (6,902,000) | (6,902,000) |
Additional paid-in capital | 41,194,972 | 41,173,946 |
Accumulated deficit | (40,171,211) | (38,036,909) |
Total stockholders' deficit | (5,222,989) | (3,109,967) |
Total liabilities and stockholders' deficit | 56,613 | 206,901 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | 226 | 226 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | 0 | |
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2022 | Jul. 31, 2022 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 34,146,149 | 33,891,671 |
Common Stock, Shares Outstanding | 34,146,149 | 33,891,671 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 226,300 | 226,300 |
Preferred Stock, Shares Outstanding | 226,300 | 226,300 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 226,000 | 226,000 |
Preferred Stock, Shares Outstanding | 226,000 | 226,000 |
Series B Preferred Stock [Member] | ||
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 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 300 | 300 |
Preferred Stock, Shares Outstanding | 300 | 300 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | ||
Revenues | $ 0 | $ 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | ||
Professional fees | 31,552 | 35,458 |
Consulting fees | 21,280 | 44,429 |
Salaries and wages | 46,937 | 79,204 |
General and administrative | 7,793 | 62,464 |
Total operating expenses | 107,562 | 221,555 |
Loss from operations | (107,562) | (221,555) |
Other income (expense) | ||
Loss on derivative liability | (2,008,933) | (223,694) |
Gain settlement of debt | 2,310 | 0 |
Interest expense | (20,117) | (41,188) |
Total other income (expense) | (2,026,740) | (264,882) |
Net loss | $ (2,134,302) | $ (486,437) |
Basic loss per common share | $ (0.06) | $ (0.02) |
Basic weighted average common shares outstanding | 32,865,868 | 32,283,514 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Preferred A Stocks [Member] | Preferred B Stock [Member] | Preferred C Stock [Member] | Common Stock | Additional Paid-In Capital | Stock Payable [Member] | Stock Receivable [Member] | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jul. 31, 2021 | 218,000 | 300 | 29,287,337 | ||||||
Balance, amount at Jul. 31, 2021 | $ (2,477,326) | $ 218 | $ 0 | $ 0 | $ 29,287 | $ 40,254,257 | $ 658,892 | $ (6,902,000) | $ (36,517,980) |
Conversion of preferred shares into common stock shares, shares | (5,000) | 500,000 | |||||||
Conversion of preferred shares into common stock shares, amount | 0 | $ (5) | 0 | 0 | $ 500 | (495) | 0 | 0 | 0 |
Shares issued for cash, shares | 3,533,334 | ||||||||
Shares issued for cash, amount | 0 | 0 | 0 | 0 | $ 3,533 | 213,967 | (217,500) | 0 | 0 |
Shares and warrants issued for services, shares | 116,500 | ||||||||
Shares and warrants issued for services, amount | 35,429 | 0 | 0 | 0 | $ 117 | 20,581 | 14,731 | 0 | 0 |
Net loss | (486,437) | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (486,437) |
Balance, shares at Oct. 31, 2021 | 213,000 | 300 | 33,437,171 | ||||||
Balance, amount at Oct. 31, 2021 | (2,928,334) | $ 213 | 0 | $ 33,437 | 40,488,310 | 456,123 | (6,902,000) | (37,004,417) | |
Balance, shares at Jul. 31, 2022 | 226,000 | 300 | 32,491,671 | ||||||
Balance, amount at Jul. 31, 2022 | (3,109,967) | $ 226 | 0 | $ 0 | $ 32,492 | 41,173,946 | 622,278 | (6,902,000) | (38,036,909) |
Net loss | (2,134,302) | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 | (2,134,302) |
Shares issued for services, shares | 700,000 | ||||||||
Shares issued for services, amount | 21,280 | 0 | 0 | 0 | $ 700 | 20,580 | 0 | 0 | 0 |
Shares cancelled, shares | (445,522) | ||||||||
Shares cancelled, amount | 0 | $ 0 | 0 | $ 0 | $ (446) | 446 | 0 | 0 | 0 |
Balance, shares at Oct. 31, 2022 | 226,000 | 300 | 32,746,149 | ||||||
Balance, amount at Oct. 31, 2022 | $ (5,222,989) | $ 226 | $ 0 | $ 0 | $ 32,746 | $ 41,194,972 | $ 622,278 | $ (6,902,000) | $ (40,171,211) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,134,302) | $ (486,437) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss (gain) on change in derivative liabilities | 2,008,933 | 223,694 |
Amortization of debt discount | 0 | 14,682 |
Stock based compensation | 21,280 | 35,429 |
Gain on settlement of debt | (2,310) | 0 |
Depreciation and amortization | 351 | 4,126 |
Changes in operating assets and liabilities | ||
Increase (decrease) in prepaid assets | 1,651 | (4,527) |
Increase (decrease) in other current assets | (970) | 0 |
Increase (decrease) in accounts payable | 82,781 | 8,832 |
Increase (decrease) in accounts payable related party | 1,101 | 45,518 |
Net cash used in operating activities | (21,485) | (158,683) |
Cash Flows from investing | ||
Net cash used in investing activities | 0 | 0 |
Cash Flows provided by Financing Activities | ||
Proceeds from related party advances | 33,451 | 13,723 |
Payments on related party advances | (8,437) | (26,031) |
Net cash provided by financing activities | 25,014 | (12,308) |
Net decrease in Cash | 3,529 | (170,991) |
Beginning cash balance | 32 | 296,130 |
Ending cash balance | 3,561 | 125,139 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for tax | 0 | 0 |
Supplemental schedule of noncash financing activities | ||
Silver used to settle debt | $ 152,785 | $ 0 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 3 Months Ended |
Oct. 31, 2022 | |
DESCRIPTION OF BUSINESS AND HISTORY | |
Description Of Business And History | 1. DESCRIPTION OF BUSINESS AND HISTORY Description of business History On May 30, 2017, the Company formed Genesis Float Spa LLC, a wholly-owned subsidiary, to market its float spa assets purchased for wellness centers. The Company’s health spa plans are part of the Company’s strategic focus on revenue generation and creating shareholder value. On January 17, 2018, the Company changed its name to Millennium Blockchain Inc. On September 28, 2018, the Company changed its name back to THC Therapeutics, Inc. THC Therapeutics, Inc., together with its subsidiaries, shall herein be collectively referred to as the “Company.” |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 3 Months Ended |
Oct. 31, 2022 | |
BASIS OF PRESENTATION AND GOING CONCERN | |
Basis Of Presentation And Going Concern | 2. BASIS OF PRESENTATION AND GOING CONCERN Basis of Presentation and Principles of Consolidation Going Concern 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 | 3 Months Ended |
Oct. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Summary Of Significant Policies | 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 six months or less to be cash equivalents. There were $3,561 and $in cash and no cash equivalents as of October 31, 2022 and July 31, 2022, respectively. Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of October 31, 2022, 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 six 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 October 31, 2022: Level 1 Level 2 Level 3 Total Assets Physical Silver Assets $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 2,682,645 $ 2,682,645 As of October 31, 2022, the Company’s stock price was $0.0579, risk-free discount rate of 3.73% and volatility of 877.34%. 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 October 31, 2022: Amount Balance July 31, 2022 $ 673,712 Derivative reclassed to additional paid in capital - Change in fair market value of derivative liabilities 2,008,933 Balance October 31, 2022 $ 2,682,645 Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of July 31, 2022: Level 1 Level 2 Level 3 Total Assets Physical Silver Assets $ 152,785 $ - $ - $ 152,785 Liabilities Derivative Financial Instruments $ - $ - $ 673,712 $ 673,712 As of July 31, 2022, the Company’s stock price was $0.026, risk-free discount rate of 2.22% and volatility of 851.23%. 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 October 31, 2022 and 2021 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 $842 and $1,800 during the three months ended October 31, 2022 and 2021, respectively. |
PHYSICAL SILVER ASSETS
PHYSICAL SILVER ASSETS | 3 Months Ended |
Oct. 31, 2022 | |
PHYSICAL SILVER ASSETS | |
Physical Silver Assets | 4. PHYSICAL SILVER ASSETS During the year ending July 31, 2021, the Company purchased silver bars and coins for $152,785. We determine the fair value of our silver on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Oct. 31, 2022 | |
FIXED ASSETS | |
Fixed Assets | 5. FIXED ASSETS Fixed assets consist of the following as of October 31, 2022 and July 31, 2022: October 31, 2022 July 31, 2022 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (87,632 ) (87,632 ) Fixed assets, net $ - $ - Depreciation expense for the three months ended October 31, 2022 and 2021, was $0 and $3,016, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Oct. 31, 2022 | |
INTANGIBLE ASSETS | |
Intangible Assets | 6. INTANGIBLE ASSETS Intangible assets consist of the following as of October 31, 2022 and July 31, 2022: October 31, 2022 July 31, 2022 Patents and patents pending $ 19,699 $ 19,699 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (23,020 ) (22,669 ) Intangible assets, net $ 13,052 $ 13,403 Amortization expense for the three months ended October 31, 2022 and 2021, was $351 and $1,110 respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | 7. 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. On August 11, 2022 the Company settled advances of $70,393 and related interest of $15,462 owed to Harvey Romanek with the transfer of ownership of all physical silver assets. Advances from related parties consist of the following as of October 31, 2022: Principal as of Three months ending October 31, 2022 Principal as of Accrued interest balance As of July 31, 2022 Funds advanced Funds repaid October 31, 2022 October 31, 2022 B. Romanek, President and CEO $ 74,239 $ 33,451 $ (8,438 ) $ 99,252 $ 2,446 Shareholder Relative of our President and CEO 70,393 - (70,393 ) - - TOTAL $ 144,632 $ 33,451 $ (78,831 ) $ 99,252 $ 2,446 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 three months ending October 31, 2022, the Company accrued $46,937 due to Mr. Romanek related to this agreement. As of October 31, 2022, Mr. Romanek has allowed the Company to defer a total of $686,683 in compensation earned to date related to his employment agreements. 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. Further, the Company recognized a derivative liability of $387,232 and an initial loss of $187,232 based on the Black-Scholes pricing model. On August 11, 2022 the Company settled $69,239 of the loan with the transfer of all physical silver assets. As of October 31, 2022 the balance of the note was $130,761. As of October 31, 2022, convertible notes due to related parties was $130,761. 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 October 31, 2022: Risk free interest rate 3.73 % Expected term (years) 0 Expected volatility 877.34 % Expected dividends 0 % |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Oct. 31, 2022 | |
NOTES PAYABLE | |
Notes Payable | 8. NOTES PAYABLE Notes payable consist of the following at: October 31, 2022 July 31, 2022 Note payable, unsecured, 12% interest, due March 30, 2023 25,000 25,000 Total Notes Payable $ 25,000 $ 25,000 On March 30, 2022, the Company issued a $25,000 12% promissory note. The note is due on March 30, 2023. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Oct. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | |
Convertible Notes Payable | 9. CONVERTIBLE NOTES PAYABLE Convertible Notes Payable at consists of the following: October 31, July 31, 2022 2022 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 $0 during the three months ended October 31, 2022. 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 year ended July 31, 2022 the Company entered into a settlement and mutual release agreement to remove the conversion feature from the note. Additionally, the derivative liability balance of $121,301 was written off to gain on derivative liability. 72,000 72,000 Unamortized debt discount - - Total, net of unamortized discount 72,000 72,000 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 three months ended October 31, 2022. 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 nine months ended April 30, 2021 on the date of settlement of $16,244 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 $0 during the three months ended October 31, 2022. Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model. 147,360 147,360 Unamortized debt discount - - Total, net of unamortized discount 147,360 147,360 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 $0 during the three months ended October 31, 2022. 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 - - Total, net of unamortized discount 3,000 3,000 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 nine months ended April 30, 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 six 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 $0 during the three months ended October 31, 2022. Further, the Company recognized a derivative liability of $64,888 based on the Black-Scholes pricing model. 75,000 75,000 Unamortized debt discount - - Total, net of unamortized discount 75,000 75,000 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 $0 during the three months ended October 31, 2022. Further, the Company recognized a derivative liability of $138,172 and an initial loss of $134,237 based on the Black-Scholes pricing model. 133,560 133,560 Unamortized debt discount (-) - Total, net of unamortized discount 133,560 133,560 Total notes payable, net of unamortized discount $ 576,028 $ 576,028 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 October 31, 2022: Risk free interest rate 3.73 % Expected term (years) 0 Expected volatility 877.34 % Expected dividends 0 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us, other than as set forth herein. On or about December 18, 2020, Power Up Lending Group, Ltd. (“Power Up”) filed suit against the Company, the Company’s executive officers, and the Company’s transfer agent (Case Index No. 614700/2020, Supreme Court of the State of New York for Nassau County, Power Up Lending Group, Ltd. v. THC Therapeutics, Inc., Parker Mitchell, Transhare Corporation, and Brandon Romanek), alleging that the Company’s convertible promissory notes issued to Power Up are in default as a result of the Company’s alleged failure to honor the conversion terms of the notes along with related claims, and seeking monetary damages in excess of $280,920 (representing 200% of the outstanding note balances) and equitable relief to force the Company to honor Power Up’s conversion of note amounts into Company common stock. The Company and its officers answered the complaint and filed counterclaims against Power Up. The parties settled in July of 2021, and the case was subsequently dismissed by Power Up. On or about January 5, 2021, another Company lender, Iliad Research and Trading, L.P. (“Iliad”), sent a demand letter to the Company regarding the Company’s alleged default under its promissory note issued to Iliad. The Company retained litigation counsel in Nevada and responded, and Iliad sued the Company in the fall of 2021 in Utah, where Iliad is domiciled (case no. 210000342 filed in the Third Judicial Court of Salt Lake City, Utah). In December of 2021, the Company was improperly served, Iliad subsequently received a default judgment, and the Company then filed a motion to set aside the judgment, which motion was granted by the court on or about May 9, 2022. The Company intends to vigorously defend the action. In the spring of 2021, the Company’s former CEO, Parker Mitchell, filed suit against the Company for wrongful termination (case no. A-21-833007-Z filed in the District Court for Clark County, Nevada). The matter was subsequently settled on or about December 12, 2021, and the case was then dismissed. In the fall of 2021, the Company’s former CFO, an individual representing himself as Jonathan Cross, but who, upon information and belief was the convicted felon, John Dankovich, made numerous demands of the Company in connection with his termination by the Company. The Company responded to Mr. Dankovich on or about November 11, 2021, and Mr. Dankovich has taken no further action against the Company to its knowledge. In the fall of 2021, one of the Company’s former directors and current Company business consultant, Joshua Halford, made a demand for payment of funds due to Mr. Halford under a consulting agreement, Mr. Halford and the Company have since resolved the matter, and Mr. Halford is still providing consulting and technical design services to the Company in connection with the Company’s dHyrdonator herb dryer product redesign. |
STOCK WARRANTS
STOCK WARRANTS | 3 Months Ended |
Oct. 31, 2022 | |
STOCK WARRANTS | |
Stock Warrants | 11. STOCK WARRANTS The following is a summary of warrant activity during the three months ended October 31, 2022. Number of Shares Weighted Average Exercise Price Balance, July 31, 2022 2,610,379 $ 1.26 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, October 31, 2022 2,610,379 $ 1.26 |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 3 Months Ended |
Oct. 31, 2022 | |
SHAREHOLDERS DEFICIT | |
Shareholders' Deficit | 12. SHAREHOLDERS’ DEFICIT Overview The Company’s authorized capital stock consists of 500,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. As of October 31, 2022 and July 31, 2022, the Company had 32,746,149 and 32,491,671 shares of common stock issued and outstanding, respectively. As of October 31, 2022 and July 31, 2022, the Company had 226,000 and 226,000 shares of Series A Preferred Stock issued and outstanding, respectively. As of October 31, 2022 and July 31, 2022, the Company had 0 and 0 shares of Series B Preferred Stock issued and outstanding, respectively. As of October 31, 2022 and July 31, 2022, the Company had 300 and 300 shares of Series C 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 six 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 October 31, 2022, all shares of Series B Preferred Stock eligible for mandatory conversion have been converted into common stock. Series C Preferred Stock On July 29, 2021, pursuant to Article III of our Articles of Incorporation, the Company designated a class of preferred stock, the “Series C Preferred Stock,” consisting of up to six hundred (300) shares, par value $0.001. Under the Certificate of Designation, as amended, holders of Series C Preferred Stock are entitled to a liquidation preference on the stated value of $1,200 per share. Holders of Series C Preferred Stock are entitled to a cumulative dividend of 10% per annum. Series C Preferred Stock is convertible at the option of the Holder at a price equal to 80% of the lowest VWAP of the Common Stock during the twenty (20) Trading Days immediately preceding, but not including the Conversion Date. Series C Preferred Stock Holders will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations. Issuances of Common and Preferred Stock for the three months ended October 31, 2022: On September 1, 2022 the Company issued 700,000 shares of common stock for services valued at $21,280. On October 14, 2022 the Company cancelled 445,522 shares of common stock pursuant to a legal order. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2022 | |
SUBSEQUENT EVENTS | |
Subsequent Events | 13. SUBSEQUENT EVENTS On November 10, 2022 the Company agreed to issue 1,000,000 shares for services, including the installation of a new CEO. The shares have not yet been issued and the employment of the new CEO has not yet been executed. On November 29, 2022 the Company agreed to issued 2,000,000 shares of common stock and 1,000,000 warrants to purchase common stock at $0.25 per share for cash proceeds of $100,000. The shares have not yet been issued. On December 12, 2022 the Company agreed to issued 500,000 shares of common stock and 600,000 warrants to purchase common stock at $0.25 per share for services. The shares have not yet been issued. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2022 | |
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 six months or less to be cash equivalents. There were $3,561 and $in cash and no cash equivalents as of October 31, 2022 and July 31, 2022, respectively. |
Concentration Risk | At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of October 31, 2022, 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 six 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 October 31, 2022: Level 1 Level 2 Level 3 Total Assets Physical Silver Assets $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 2,682,645 $ 2,682,645 As of October 31, 2022, the Company’s stock price was $0.0579, risk-free discount rate of 3.73% and volatility of 877.34%. 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 October 31, 2022: Amount Balance July 31, 2022 $ 673,712 Derivative reclassed to additional paid in capital - Change in fair market value of derivative liabilities 2,008,933 Balance October 31, 2022 $ 2,682,645 Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of July 31, 2022: Level 1 Level 2 Level 3 Total Assets Physical Silver Assets $ 152,785 $ - $ - $ 152,785 Liabilities Derivative Financial Instruments $ - $ - $ 673,712 $ 673,712 As of July 31, 2022, the Company’s stock price was $0.026, risk-free discount rate of 2.22% and volatility of 851.23%. |
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 October 31, 2022 and 2021 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 $842 and $1,800 during the three months ended October 31, 2022 and 2021, respectively. |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Table) | 3 Months Ended |
Oct. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Schedule of Fair value of Assets and Liabilities | Level 1 Level 2 Level 3 Total Assets Physical Silver Assets $ - $ - $ - $ - Liabilities Derivative Financial Instruments $ - $ - $ 2,682,645 $ 2,682,645 |
Fair Value Assets And Liabilities Measured On Recurring Basis | Amount Balance July 31, 2022 $ 673,712 Derivative reclassed to additional paid in capital - Change in fair market value of derivative liabilities 2,008,933 Balance October 31, 2022 $ 2,682,645 |
Summary Of Change In Fair Value On Recurring Basis | Level 1 Level 2 Level 3 Total Assets Physical Silver Assets $ 152,785 $ - $ - $ 152,785 Liabilities Derivative Financial Instruments $ - $ - $ 673,712 $ 673,712 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
FIXED ASSETS (Tables) | |
Schedule of fixed assets | October 31, 2022 July 31, 2022 dHydronator prototype $ 27,100 $ 27,100 Float Spa and associated equipment 60,000 60,000 Office furniture and equipment 532 532 Less: accumulated depreciation (87,632 ) (87,632 ) Fixed assets, net $ - $ - |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
INTANGIBLE ASSETS | |
Schedule of Intangible assets | October 31, 2022 July 31, 2022 Patents and patents pending $ 19,699 $ 19,699 Trademarks 1,275 1,275 Website and domain names 15,098 15,098 Less: accumulated depreciation (23,020 ) (22,669 ) Intangible assets, net $ 13,052 $ 13,403 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
RELATED PARTY TRANSACTIONS (Tables) | |
Schedule Of Advances From Related Affiliate | Principal as of Three months ending October 31, 2022 Principal as of Accrued interest balance As of July 31, 2022 Funds advanced Funds repaid October 31, 2022 October 31, 2022 B. Romanek, President and CEO $ 74,239 $ 33,451 $ (8,438 ) $ 99,252 $ 2,446 Shareholder Relative of our President and CEO 70,393 - (70,393 ) - - TOTAL $ 144,632 $ 33,451 $ (78,831 ) $ 99,252 $ 2,446 |
Schedule Of Derivative Liabilities | Risk free interest rate 3.73 % Expected term (years) 0 Expected volatility 877.34 % Expected dividends 0 % |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
NOTES PAYABLE | |
Schedule Of Notes Payable | October 31, 2022 July 31, 2022 Note payable, unsecured, 12% interest, due March 30, 2023 25,000 25,000 Total Notes Payable $ 25,000 $ 25,000 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule Of Convertible Notes Payable | October 31, July 31, 2022 2022 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 $0 during the three months ended October 31, 2022. 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 year ended July 31, 2022 the Company entered into a settlement and mutual release agreement to remove the conversion feature from the note. Additionally, the derivative liability balance of $121,301 was written off to gain on derivative liability. 72,000 72,000 Unamortized debt discount - - Total, net of unamortized discount 72,000 72,000 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 three months ended October 31, 2022. 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 nine months ended April 30, 2021 on the date of settlement of $16,244 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 $0 during the three months ended October 31, 2022. Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model. 147,360 147,360 Unamortized debt discount - - Total, net of unamortized discount 147,360 147,360 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 $0 during the three months ended October 31, 2022. 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 - - Total, net of unamortized discount 3,000 3,000 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 nine months ended April 30, 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 six 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 $0 during the three months ended October 31, 2022. Further, the Company recognized a derivative liability of $64,888 based on the Black-Scholes pricing model. 75,000 75,000 Unamortized debt discount - - Total, net of unamortized discount 75,000 75,000 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 $0 during the three months ended October 31, 2022. Further, the Company recognized a derivative liability of $138,172 and an initial loss of $134,237 based on the Black-Scholes pricing model. 133,560 133,560 Unamortized debt discount (-) - Total, net of unamortized discount 133,560 133,560 Total notes payable, net of unamortized discount $ 576,028 $ 576,028 |
Schedule For Derivatives Liabilities Of Issuance Of The Convertible Notes | Risk free interest rate 3.73 % Expected term (years) 0 Expected volatility 877.34 % Expected dividends 0 % |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
STOCK WARRANTS | |
Schedule of summary of warrant activity | Number of Shares Weighted Average Exercise Price Balance, July 31, 2022 2,610,379 $ 1.26 Warrants granted and assumed - - Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, October 31, 2022 2,610,379 $ 1.26 |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Jul. 31, 2022 | |
DESCRIPTION OF BUSINESS AND HISTORY | ||
Cash | $ 3,561 | |
Accumulated deficit | (40,171,211) | $ (38,036,909) |
Net cash from operating activities | (2,134,302) | |
Net loss | $ (21,485) |
SUMMARY OF SIGNIFICANT POLICI_4
SUMMARY OF SIGNIFICANT POLICIES (Details ) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Physical silver assets | $ 0 | $ 152,785 |
Derivative Financial Instruments | 2,682,645 | 673,712 |
Level 1 [Member] | ||
Physical silver assets | 0 | 152,785 |
Derivative Financial Instruments | 0 | 0 |
Level 2 [Member] | ||
Physical silver assets | 0 | 0 |
Derivative Financial Instruments | 0 | 0 |
Level 3 [Member] | ||
Physical silver assets | 0 | |
Derivative Financial Instruments | $ 2,682,645 | $ 673,712 |
SUMMARY OF SIGNIFICANT POLICI_5
SUMMARY OF SIGNIFICANT POLICIES (Details 1) | 3 Months Ended |
Oct. 31, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT POLICIES | |
Beginning Balance | $ 673,712 |
Derivative reclassed to additional paid in capital | 0 |
Change in fair market value of derivative liabilities | (2,008,933) |
Balance Ending | $ 2,682,645 |
SUMMARY OF SIGNIFICANT POLICI_6
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | |
SUMMARY OF SIGNIFICANT POLICIES | |||
Cash and Cash Equivalents | $ 3,561 | $ 32 | |
Volatility | 877.34% | 851.23% | |
Cash in excess of FDIC limit | $ 0 | ||
Risk-free discount rate | 3.73% | 2.22% | |
Stock Price | $ 0.0579 | $ 0.026 | |
Impairment expense | $ 0 | $ 0 | |
Advertising expenses | $ 842 | $ 1,800 |
PHYSICAL SILVER ASSETS (Details
PHYSICAL SILVER ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 11, 2022 | Oct. 31, 2022 | Jul. 31, 2021 | |
PHYSICAL SILVER ASSETS (Details Narrative) | |||
Purchased silver bars and coins | $ 152,785 | $ 152,785 | |
Silver assets to settle | $ 70,393 | ||
Advances from related parties | 69,239 | ||
Accrued interest | 15,463 | ||
Gain on settlement | $ 2,310 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Less: accumulated depreciation | $ (87,632) | $ (87,632) |
Fixed assets, net | 0 | 0 |
Hydronator prototype [Member] | ||
Fixed assets, Gross | 27,100 | 27,100 |
Float Spa and associated equipment [Member] | ||
Fixed assets, Gross | 60,000 | 60,000 |
Office furniture and equipment [Member] | ||
Fixed assets, Gross | $ 532 | $ 532 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
FIXED ASSETS (Tables) | ||
Depreciation expense | $ 0 | $ 3,016 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Less: accumulated depreciation | $ (23,020) | $ (22,669) |
Intangible Assets, net | 13,052 | 13,403 |
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 ($) | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
INTANGIBLE ASSETS | ||
Amortization expense | $ 351 | $ 1,110 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Principal [Member] | ||
B. Romanek, President and CEO | $ 99,252 | $ 74,239 |
Shareholder Relative of our President and CEO | 0 | 70,393 |
TOTAL | 99,252 | $ 144,632 |
Funds Advance [Member] | ||
B. Romanek, President and CEO | 33,451 | |
Shareholder Relative of our President and CEO | 0 | |
TOTAL | 33,451 | |
Funds Repaid [Member] | ||
B. Romanek, President and CEO | (8,438) | |
Shareholder Relative of our President and CEO | (70,393) | |
TOTAL | (78,831) | |
Accrued Interest [Member] | ||
B. Romanek, President and CEO | 2,446 | |
Shareholder Relative of our President and CEO | 0 | |
TOTAL | $ 2,446 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 1) | 3 Months Ended |
Oct. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Risk Free Interest Rate | 3.73% |
Expected Term (years) | 0 years |
Expected Volatility | 877.34% |
Expected Dividends | 0% |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | ||
Aug. 11, 2022 USD ($) | Oct. 31, 2022 USD ($) integer | Oct. 31, 2021 USD ($) | |
Advances from related parties | $ 69,239 | ||
Balance of note | $ 130,761 | ||
Accrued interest | 15,463 | ||
Silver assets to settle | 70,393 | ||
Professional Fees | 31,552 | $ 35,458 | |
Joshua Halford Member | |||
Convertible notes due to related parties | $ 130,761 | ||
Cheif Executive Officer | |||
Accrued interest | 15,462 | ||
Silver assets to settle | $ 70,393 | ||
Advances From Related Parties Bear Interest Rate | 5% | ||
Black Scholes Option Pricing Model [Member] | |||
Initial loss | $ 187,232 | ||
Recognized derivative liability | $ 387,232 | ||
May 1 2019 [Member] | |||
Advances From Related Parties Bear Interest Rate | 10% | ||
Convertible Promissory Note | $ 200,000 | ||
Variable conversion rate | 65% | ||
Due date | May 01, 2021 | ||
Advances due within, days | integer | 10 | ||
Debt discount | $ 200,000 | ||
November 1,2017[Member] | Chief Executive Officer Member | |||
Professional Fees | 78,000 | ||
February 1,2019[Member] | Chief Executive Officer Member | |||
Professional Fees | 178,000 | ||
Mr.Romanek Member | July 31,2022 [Member] | |||
Due to related parties | 46,937 | ||
Deferred Compensation | $ 686,683 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
NOTES PAYABLE | ||
Note payable, unsecured, 12% interest, due March 30, 2023 | $ 25,000 | $ 25,000 |
Total Notes Payable | $ 25,000 | $ 25,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Mar. 30, 2022 |
Note payable, unsecured, 12% interest, due March 30, 2023 | $ 25,000 | $ 25,000 | |
Promissory Note [Member] | |||
Note payable, unsecured, 12% interest, due March 30, 2023 | $ 25,000 | ||
Promissory note rate | 12% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Convertible Promissory Note One [Member] | ||
Convertible Notes Payable Current | $ 72,000 | $ 72,000 |
Unamortized Debt Discount | 0 | 0 |
Total, Net Of Unamortized Discount | 72,000 | 72,000 |
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 | 147,360 | 147,360 |
Unamortized Debt Discount | 0 | 0 |
Total, Net Of Unamortized Discount | 147,360 | 147,360 |
Convertible Promissory Note Four [Member] | ||
Convertible Notes Payable Current | 3,000 | 3,000 |
Unamortized Debt Discount | 0 | 0 |
Total, Net Of Unamortized Discount | 3,000 | 3,000 |
Convertible Promissory Note Five [Member] | ||
Convertible Notes Payable Current | 75,000 | 75,000 |
Unamortized Debt Discount | 0 | 0 |
Total, Net Of Unamortized Discount | 75,000 | 75,000 |
Convertible Promissory Note Six [Member] | ||
Convertible Notes Payable Current | 133,560 | 133,560 |
Unamortized Debt Discount | 0 | 0 |
Total, Net Of Unamortized Discount | 133,560 | 133,560 |
Convertible Notes Payable, Net | $ 576,028 | $ 576,028 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) | 3 Months Ended |
Oct. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | |
Risk free interest rate | 3.73% |
Expected Term (years) | 0 years |
Expected Volatility | 877.34% |
Expected Dividends | 0% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Oct. 31, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Outstanding note balances, percentage | 200% |
Monetary damages | $ 280,920 |
STOCK WARRANTS (Details)
STOCK WARRANTS (Details) - Warrants [Member] | 3 Months Ended |
Oct. 31, 2022 $ / shares shares | |
Warrants Outstanding, Beginning Balance | shares | 2,610,379 |
Warrants Granted And Assumed | shares | 0 |
Warrants Expired | shares | 0 |
Warrants Canceled | shares | 0 |
Warrants exercised | shares | 0 |
Warrant outstanding,Ending Balance | shares | 2,610,379 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 1.26 |
Weighted Average Exercise Price, Warrants Granted And Assumed | $ / shares | 0 |
Weighted Average Exercise Price, Warrants Expired | $ / shares | 0 |
Weighted Average Exercise Price, Warrants Canceled | $ / shares | 0 |
Weighted Average Exercise Price, Warrants Exercised | $ / shares | 0 |
Weighted Average Excercise Price, Ending Balence | $ / shares | $ 1.26 |
SHAREHOLDERS DEFICIT (Details N
SHAREHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jul. 29, 2021 | Jan. 24, 2017 | Oct. 31, 2022 | Jul. 31, 2022 | Jun. 05, 2017 | May 12, 2017 | |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 165,000 | |||
Preferred Stock, Shares Outstanding | 226,300 | 226,300 | ||||
Common Stock, Par Value | $ 0.001 | $ 0.01 | ||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||
Common stock, share Issued | 34,146,149 | 33,891,671 | ||||
Common stock, share Outstanding | 34,146,149 | 33,891,671 | ||||
Preferred Stock, Shares Issued | 226,300 | 226,300 | ||||
Series B Preferred Stock [Member] | ||||||
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 Outstanding | 0 | 0 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Variable Conversion Rate Equal To Stated Price, Per Share | $ 10 | |||||
Liquidation Preference Stated Value, Per Share | $ 10 | |||||
Series C Preferred Stock [Member] | ||||||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 300 | 10,000 | 10,000 | |||
Preferred Stock, Shares Outstanding | 300 | 300 | ||||
Preferred Stock, Shares Issued | 300 | 300 | ||||
Cumulative Dividend Rate | 10% | |||||
Liquidation Preference Stated Value | $ 1,200 | |||||
Lowest Vwap Price Equal | 80% | |||||
Trading Days | 20 years | |||||
Series A Preferred Stock [Member] | ||||||
Preferred Stock, Par Value | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||
Preferred Stock, Shares Outstanding | 226,000 | 226,000 | ||||
Preferred Stock, Terms Of Conversion Feature | 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 | |||||
Preferred Stock, Shares Issued | 226,000 | 226,000 | ||||
Preferred A [Member] | ||||||
Common Stock, Shares cancelled | 445,522 | |||||
Common stock, services valued | $ 21,280 | |||||
Common stock, share Issued | 700,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Nov. 10, 2022 | Dec. 12, 2022 | Nov. 29, 2022 | Oct. 31, 2022 | Jul. 31, 2022 |
Common stock, share Issued | 34,146,149 | 33,891,671 | |||
Subsequent Event | |||||
Shares Issued | $ 1,000,000 | ||||
Cash proceeds | $ 100,000 | ||||
Common stock, share Issued | 500,000 | 2,000,000 | |||
Warrants to purchase | 600,000 | 1,000,000 | |||
Common stock per share | $ 0.25 | $ 0.25 |