Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2021 | Feb. 25, 2022 | |
Details | ||
Registrant CIK | 0001440153 | |
Fiscal Year End | --07-31 | |
Registrant Name | BAKHU HOLDINGS, CORP. | |
SEC Form | 10-Q/A | |
Period End date | Oct. 31, 2021 | |
Tax Identification Number (TIN) | 26-0510649 | |
Number of common stock shares outstanding | 301,182,981 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | No | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Description | Bakhu Holdings, Corp. (the ‶Company″) is filing this Amendment on Form 10-Q/A for the quarter ended October 31, 2021, to (i) include the requisite accounting and footnotes to financial statements to account for certain Options and Warrants, which were inadvertently not previously accounted for. Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amended Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. | |
Document Quarterly Report | true | |
Entity File Number | 000-55862 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | One World Trade Center | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Long Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90831 | |
City Area Code | 858 | |
Local Phone Number | 682-2548 | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,158,899 | $ 46,929 |
Total Current Assets | 1,158,899 | 46,929 |
TOTAL ASSETS | 1,158,899 | 46,929 |
CURRENT LIABILITIES | ||
Accounts payable | 774,826 | 499,580 |
Accrued interest | 109,614 | 81,987 |
Notes payable - related parties | 2,137,290 | 1,930,783 |
Total Current Liabilities | 3,021,730 | 2,512,350 |
TOTAL LIABILITIES | 3,021,730 | 2,512,350 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares | 0 | 0 |
Common shares | 301,183 | 300,698 |
Additional paid-in capital | 25,747,493 | 19,848,569 |
Accumulated deficit | (27,911,507) | (22,614,688) |
Total Stockholders' Equity (Deficit) | (1,862,831) | (2,465,421) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 1,158,899 | $ 46,929 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Oct. 31, 2021 | Jul. 31, 2021 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 4 | 4 |
Preferred Stock, Shares Outstanding | 4 | 4 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 301,182,981 | 301,182,981 |
Common Stock, Shares, Outstanding | 300,697,980 | 300,697,980 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Details | ||
NET REVENUES | $ 0 | $ 0 |
OPERATING EXPENSES | ||
Consulting fees | 4,638,441 | 934,104 |
Professional fees | 248,654 | 97,575 |
Selling, general and administrative | 382,096 | 22,585 |
Total Operating Expenses | 5,269,192 | 1,054,264 |
LOSS FROM OPERATIONS | (5,269,192) | (1,054,264) |
OTHER INCOME (EXPENSES) | ||
Interest expense | (27,627) | (6,590) |
Total Other Income (Expenses) | (27,627) | (6,590) |
LOSS BEFORE INCOME TAXES | (5,296,819) | (1,060,854) |
PROVISION FOR INCOME TAXES | 0 | 0 |
NET LOSS | $ (5,296,819) | $ (1,060,854) |
BASIC NET LOSS PER SHARE | $ (0.02) | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 300,856,133 | 300,114,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Jul. 31, 2020 | $ 0 | $ 300,114 | $ 15,004,900 | $ (15,724,678) | $ (419,664) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2020 | 4 | 300,114,000 | |||
Stock based compensation | $ 0 | $ 0 | 875,379 | 0 | 875,379 |
NET LOSS | 0 | 0 | 0 | (1,060,854) | (1,060,854) |
Stockholders' Equity Attributable to Parent, Ending Balance at Oct. 31, 2020 | $ 0 | $ 300,114 | 15,880,279 | (16,785,532) | (605,139) |
Shares, Outstanding, Ending Balance at Oct. 31, 2020 | 4 | 300,114,000 | |||
Proceeds from sale of common stock | 0 | ||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Jul. 31, 2021 | $ 0 | $ 300,698 | 19,848,569 | (22,614,688) | (2,465,421) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 4 | 300,697,980 | |||
Stock based compensation | $ 0 | $ 0 | 4,443,406 | 0 | 4,443,406 |
NET LOSS | 0 | 0 | 0 | (5,296,819) | (5,296,819) |
Stockholders' Equity Attributable to Parent, Ending Balance at Oct. 31, 2021 | $ 0 | $ 301,183 | 25,747,493 | (27,911,507) | (1,862,831) |
Shares, Outstanding, Ending Balance at Oct. 31, 2021 | 4 | 301,182,981 | |||
Proceeds from sale of common stock | $ 0 | $ 485 | $ 1,455,518 | $ 0 | $ 1,456,003 |
Stock issued for cash shares | 485,001 | (485,001) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET LOSS | $ (5,296,819) | $ (1,060,854) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Stock based compensation | 4,443,406 | 875,379 |
Changes in operating assets and liabilities | ||
Accounts payable | 275,246 | 4,989 |
Accrued liabilities | 27,627 | 6,590 |
Net Cash Used by Operating Activities | (550,540) | (173,896) |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 1,456,003 | 0 |
Proceeds from notes payable - related parties | 206,507 | 155,000 |
Net Cash Provided by Financing Activities | 1,662,510 | 155,000 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,111,970 | (18,896) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 46,929 | 19,754 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,158,899 | 858 |
SUPPLEMENTAL DISCLOSURES | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
NOTE 1 - ORGANIZATION AND BUSIN
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION Bakhu Holdings, Corp. (formerly Planet Resources, Corp.) (the “Company”) was incorporated under the laws of the State of Nevada, U.S. on April 24, 2008. In May 2009, the Company began to look for other types of business to pursue that would benefit the stockholders. To pursue businesses outside the mining industry the name of the Company was changed with the approval of the directors and stockholders to Bakhu Holdings, Corp. on May 4, 2009. The Company has not generated any revenue to date, and consequently, its operations are subject to all risks inherent in establishing a new business enterprise. For the period from inception, April 24, 2008, through October 31, 2021, the Company had accumulated losses of $27,911,507. The Company holds a license from Cell Science Holding Ltd., an affiliate (“Cell Science”), to plant cell replication technology and related proprietary equipment, processes, and formulations to produce, manufacture, and sell cannabis-related byproducts—sometimes referred to as cannabinoids—exclusively in North and Central America and the Caribbean for medical, food additive, and recreational uses. On August 9, 2019, the Company formed Cell Science CBD International, Inc., a California corporation as a wholly owned subsidiary to commercialize use of the licensed technology to produce and manufacture cannabis and their byproducts that have measurable tetrahydrocannabinol (THC) concentration potency less than 3% on a dry weight basis. This subsidiary had no active operations as of July 31, 2021. When used herein, the “Company” includes this consolidated subsidiary. In the opinion of management, the Company’s financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. As used in this report, the term the “Company” means Bakhu Holdings, Corp. and its subsidiary, unless the context indicates otherwise. The Company condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which the Company prepared in accordance with GAAP. Our interim financial statements should be read in conjunction with our annual report on Form 10-K for the year ended July 31, 2021. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $27,911,507 as of October 31, 2021 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States dollar. Financial Instruments The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments. Stock-based Compensation At January 31, 2021, the Company had one stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 3. On September 22, 2020, the Company granted to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristotle Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock, for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the current price at which the Company is offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years. Twenty percent (20%) (i.e. 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of options granted include (1) stock price of $5.10 per share, (2) exercise price of $5.10 per share, (3) expected life of 1 year, (4) expected volatility of 146.49% and (5) risk free interest rate of 0.12%. On July 28, 2021, we entered into consulting agreements with each of Damian Solomon and Sean Akhavan. We granted each consultant non-qualified seven-year options to purchase 100,000 shares of common stock at an exercise price of $4.20 per share, representing the closing price of the common stock, as reported on the OTC Markets, on July 28, 2021. Options to purchase 100,000 shares vested 90 days after July 28, 2021. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of options granted include (1) stock price of $4.20 per share, (2) exercise price of $4.20 per share, (3) expected life of 7 years, (4) expected volatility of 134.42% and (5) risk free interest rate of 0.79%. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) On September 16, 2021, the Company granted to its Chief Executive Office, Teddy Scott, a non-qualified stock option to purchase 5,000,000 shares of common stock at an exercise price of $4.50 per share, representing the current market price on the date of the issuance of the option. Such Options shall be exercisable for a period of ten years. Six hundred twenty-five thousand (625,000) of the options shall vest and be exercisable immediately with the remaining options vesting at the rate of ninety-three thousand eighty-five (93,085) shares per month over a period of forty-seven (47) months. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of options granted include (1) stock price of $4.50 per share, (2) exercise price of $4.50 per share, (3) expected life of 1 year, (4) expected volatility of 145.96% and (5) risk free interest rate of 0.07%. On June 7, 2021, we entered a consulting agreement with Fourth and G Holdings, LLC, through which Christopher Ganan provides consulting services. We granted the consultant one warrant to purchase 1,500,000 shares, vesting over two years, and another warrant to purchase 28,500,000 shares, vesting in increments based on specified technology commercialization accomplishments. The exercise price of these warrants is $3.00 per share, which was approximately equivalent to the market price of our common stock as of the date of grant. Warrant vesting is subject to the continued term of the consulting agreement on the vesting date. Vesting will accelerate upon certain specified events. On September 11, 2021, subsequent to the period covered by this quarterly report, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that the total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement. The fair value of each warrant grant issued was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of warrants granted include (1) stock price of $3.00 per share, (2) exercise price of $3.00 per share, (3) expected life of 6 years, (4) expected volatility of 107.42% and (5) risk free interest rate of 0.79%. Based on the above assumptions, the Company recognized stock-based compensation of $4,443,406 which is included in Consulting fees on the Statement of Operations for the three months ended October 31, 2021. As of October 31, 2021, there was $43,059,286 of total unrecognized stock-based compensation that is expected to be recognized over the vesting period the options and warrants. Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Professional fees Professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange Commission and legal fees associated with documenting our intellectual property rights and preparing to launch a sublicensing program. Also included in professional fees are fees paid to the stock transfer agent. The fees are expensed as incurred. Fiscal Periods The Company’s fiscal year end is July 31. Recently Issued Accounting Pronouncements The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. The Company has determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report. |
NOTE 3 - PREFERRED AND COMMON S
NOTE 3 - PREFERRED AND COMMON STOCK | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 3 - PREFERRED AND COMMON STOCK | NOTE 3 - PREFERRED AND COMMON STOCK On August 8, 2018, the Board of Directors of the Company approved the amendment and restatement of the Company’s Articles of Incorporation. The purpose of the amendment and restatement of the Articles of Incorporation was to: (i) (ii) (iii) The preferred and common stock has a par value of $0.001 per share. On March 9, 2020, the Company issued 11,061,816 restricted shares of Common Stock to the OZ Corporation, in consideration of ongoing consulting and advisory services provided to the Company, on terms as previously agreed to the Company and the OZ Corporation. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The OZ Corporation is intimately acquainted with the Company’s business plan and proposed activities at the time of issuance and possessed information on the Company necessary to make an informed investment decision. The estimated fair value of the stock was $99,556 and has been expensed and included in “Consulting fees” in the three months ended October 31, 2020. On July 24, 2020, the Company issued 88,334 restricted shares of common stock to five accredited investors, for cash at a price of $3.00 per share for aggregate consideration of $265,000. In October 2021, the Company issued 485,001 restricted shares of Common Stock to eight accredited investors for cash at $3.00 per share for aggregate consideration of $1,456,003. NOTE 3 - PREFERRED AND COMMON STOCK (continued) Stock Option Plan On September 22, 2020, the board of directors adopted the 2020 Long-Term Incentive Plan (“2020 Plan”), under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price pursuant to the 2020 Plan. On April 27, 2021, the Company issued an aggregate of 495,646 restricted shares of Common Stock upon the cashless exercise of 800,000 vested options at an exercise price of $5.10 per share on April 22, 2021. Based on the closing price of the Company’s Common Stock of $12.00 on April 22, 2021, 304,354 shares were canceled in payment of the aggregate exercise price of $4,080,000, resulting in the issuance of the 495,646 shares. The following table summarizes the stock option award activity under the 2020 Plan during the three months ended October 31, 2021: Number of options Outstanding at July 31, 2021 600,000 Granted 5,000,000 Exercised - Forfeited - Outstanding at October 31, 2021 5,600,000 Warrants On September 11, 2021, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement. The following table summarizes the stock warrants activity during the three months ended October 31, 2021: Number of warrants Outstanding at July 31, 2021 30,000,000 Granted - Exercised - Reduced per amended agreement (15,000,000) Outstanding at October 31, 2021 15,000,000 See Stock-based Compensation under Note 2 for description of options granted. |
NOTE 4 - INCOME TAXES
NOTE 4 - INCOME TAXES | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 4 - INCOME TAXES | NOTE 4 - INCOME TAXES As of October 31, 2021, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. |
NOTE 5 - RELATED PARTY TRANSACT
NOTE 5 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 - NOTES PAYABLE – RELATED PARTIES On August 1, 2019, the Company executed a promissory note in favor of the Company’s controlling shareholder, The OZ Corporation, to evidence monies loan to the Company from December 26, 2018 through July 31, 2019 in the amount of $147,513, and to evidence any additional amounts that may be loaned to the Company thereafter. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 6.0% per annum shall be due and payable on or before December 31, 2019. The promissory note also provides that the Company may extend the maturity date for an additional 12 months, until December 31, 2020, by paying an extension fee of 1.00% of the outstanding principal loan balance, which may at the lenders’ option be advanced and added to the then outstanding principal balance. The principal amount of the promissory note shall be increased by the amount of any additional advances of funds made by The OZ Corporation to the Company, from time to time, from the date of such advance. Under the terms of the promissory note, The OZ Corporation, at its option may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares f the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the then unpaid principal balance and any unpaid accrued interest of the promissory note being converted by (ii) 80% of the average closing price of the common stock of the Company, for the ninety (90) trading days before the conversion date, rounded up to the nearest whole share. The principal balance and accrued interest due on the note were $2,137,290 and $109,614, respectively, as of October 31, 2021. The Company did not assign any value to the conversion feature of the Note because the 80% of the common stock of the Company had a negative book value of as of October 31, 2021. Furthermore, the Company has not generated any revenue to date. |
NOTE 6 - COMMITMENTS AND CONTIN
NOTE 6 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 6 - COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES Under the April 2020 strategic alliance agreement and related sublicense between the Company’s subsidiary, CBD Biotech, Inc., and Integrity Cannabis Solutions, Inc. (“ICS”), the Company is obligated to issue to ICS that number of shares of Bakhu common stock equal to 0.5% of the number of shares outstanding as of the date that the production facility of ICS is completed and commences production. Further, if the sublicense is terminated, CBD Biotech will be obligated to repay to ICS its initial $250,000 license fee and reimburse ICS for the cost of the laboratory operational equipment used in its production facility, which thereafter will be owned and managed jointly by ICS and CBD Biotech. As a result of successfully completing the efficacy demonstration of our licensed technology in July 2021, we became obligated to issue to Cell Science, the licensor, a one-year note for an agreed one-time payment of $3.5 million, less certain credits. The amount of the credits to the note had not been determined, so the note had not been issued as of October 31, 2021. |
NOTE 7 - RESTATEMENT OF FINANCI
NOTE 7 - RESTATEMENT OF FINANCIAL STATEMENTS | 3 Months Ended |
Oct. 31, 2021 | |
Notes | |
NOTE 7 - RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 7 – SUBSEQUENT EVENTS Appointment of Director On December 3, 2021, the Company appointed an additional director and granted him a seven-year stock option to purchase 300,000 shares of common stock at an exercise price per share of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. Employment of Chief Financial and Accounting Officer Director and Director On December 6, 2021, the Company appointed a new Chief Financial and Accounting Officer and director of the Company at an annual base salary of $60,000 and grant him a seven-year stock option to purchase 300,000 shares of common stock at $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. NOTE 7 – SUBSEQUENT EVENTS (continued) Consulting Agreements with Science Team On December 7, 2021 the Company entered into Consulting Agreements with two consultants to assist the Science team Pursuant to the Consulting Agreements, the Company granted each Consultant a seven-year stock option to purchase 200,000 shares of Common Stock at an exercise price of $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. Grant of Stock Options to Chief Executive Officer and Vice President On January 5, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 700,000 shares of common stock at $2.60 per share which was approximately equal to the closing price for our common stock on the date of grant. January 2021 Amendment to Integrated License Agreement On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018, Patent and Technology License Agreement, as subsequently amended. with Cell Science in which the Company agreed as follows: · · · · Appointment of Deputy Chief Executive Officer On February 11, 2022, the Company appointed a new Deputy Chief Executive Officer and granted him a seven-year stock option to purchase 2,000,000 shares of common stock at an exercise price per share of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. Consulting Agreement On February 11, 2022 the Company entered into a Consulting Agreement with an advisor to the board, and granted the consultant a seven-year stock option to purchase 3,500,000 shares of common stock at an exercise price per share of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Going Concern (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Going Concern | Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $27,911,507 as of October 31, 2021 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates and Assumptions (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 2 - SUMMARY OF SIGNIFICA_6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States dollar. |
NOTE 2 - SUMMARY OF SIGNIFICA_7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Instruments (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Financial Instruments | Financial Instruments The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments. |
NOTE 2 - SUMMARY OF SIGNIFICA_8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-based Compensation (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Stock-based Compensation | Stock-based Compensation At January 31, 2021, the Company had one stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 3. On September 22, 2020, the Company granted to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristotle Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock, for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the current price at which the Company is offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years. Twenty percent (20%) (i.e. 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of options granted include (1) stock price of $5.10 per share, (2) exercise price of $5.10 per share, (3) expected life of 1 year, (4) expected volatility of 146.49% and (5) risk free interest rate of 0.12%. On July 28, 2021, we entered into consulting agreements with each of Damian Solomon and Sean Akhavan. We granted each consultant non-qualified seven-year options to purchase 100,000 shares of common stock at an exercise price of $4.20 per share, representing the closing price of the common stock, as reported on the OTC Markets, on July 28, 2021. Options to purchase 100,000 shares vested 90 days after July 28, 2021. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of options granted include (1) stock price of $4.20 per share, (2) exercise price of $4.20 per share, (3) expected life of 7 years, (4) expected volatility of 134.42% and (5) risk free interest rate of 0.79%. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) On September 16, 2021, the Company granted to its Chief Executive Office, Teddy Scott, a non-qualified stock option to purchase 5,000,000 shares of common stock at an exercise price of $4.50 per share, representing the current market price on the date of the issuance of the option. Such Options shall be exercisable for a period of ten years. Six hundred twenty-five thousand (625,000) of the options shall vest and be exercisable immediately with the remaining options vesting at the rate of ninety-three thousand eighty-five (93,085) shares per month over a period of forty-seven (47) months. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of options granted include (1) stock price of $4.50 per share, (2) exercise price of $4.50 per share, (3) expected life of 1 year, (4) expected volatility of 145.96% and (5) risk free interest rate of 0.07%. On June 7, 2021, we entered a consulting agreement with Fourth and G Holdings, LLC, through which Christopher Ganan provides consulting services. We granted the consultant one warrant to purchase 1,500,000 shares, vesting over two years, and another warrant to purchase 28,500,000 shares, vesting in increments based on specified technology commercialization accomplishments. The exercise price of these warrants is $3.00 per share, which was approximately equivalent to the market price of our common stock as of the date of grant. Warrant vesting is subject to the continued term of the consulting agreement on the vesting date. Vesting will accelerate upon certain specified events. On September 11, 2021, subsequent to the period covered by this quarterly report, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that the total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement. The fair value of each warrant grant issued was estimated using the Black-Scholes option pricing model. Assumptions used to estimate the fair value of warrants granted include (1) stock price of $3.00 per share, (2) exercise price of $3.00 per share, (3) expected life of 6 years, (4) expected volatility of 107.42% and (5) risk free interest rate of 0.79%. Based on the above assumptions, the Company recognized stock-based compensation of $4,443,406 which is included in Consulting fees on the Statement of Operations for the three months ended October 31, 2021. As of October 31, 2021, there was $43,059,286 of total unrecognized stock-based compensation that is expected to be recognized over the vesting period the options and warrants. |
NOTE 2 - SUMMARY OF SIGNIFICA_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Income Taxes | Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. |
NOTE 2 - SUMMARY OF SIGNIFIC_10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Net Loss per Share (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. |
NOTE 2 - SUMMARY OF SIGNIFIC_11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Professional fees (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Professional fees | Professional fees Professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange Commission and legal fees associated with documenting our intellectual property rights and preparing to launch a sublicensing program. Also included in professional fees are fees paid to the stock transfer agent. The fees are expensed as incurred. |
NOTE 2 - SUMMARY OF SIGNIFIC_12
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fiscal Periods (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Fiscal Periods | Fiscal Periods The Company’s fiscal year end is July 31. |
NOTE 2 - SUMMARY OF SIGNIFIC_13
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. The Company has determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report. |
NOTE 3 - PREFERRED AND COMMON_2
NOTE 3 - PREFERRED AND COMMON STOCK: Share-based Payment Arrangement, Option, Activity (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement, Option, Activity | Number of options Outstanding at July 31, 2021 600,000 Granted 5,000,000 Exercised - Forfeited - Outstanding at October 31, 2021 5,600,000 |
Warrant | |
Share-based Payment Arrangement, Option, Activity | Number of warrants Outstanding at July 31, 2021 30,000,000 Granted - Exercised - Reduced per amended agreement (15,000,000) Outstanding at October 31, 2021 15,000,000 |
NOTE 1 - ORGANIZATION AND BUS_2
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | |
Details | ||
Entity Incorporation, State or Country Code | NV | |
Entity Incorporation, Date of Incorporation | Apr. 24, 2008 | |
Accumulated deficit | $ 27,911,507 | $ 22,614,688 |
NOTE 2 - SUMMARY OF SIGNIFIC_14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-based Compensation (Details) - USD ($) | Sep. 22, 2020 | Oct. 31, 2021 | Oct. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,200,000 | 5,000,000 | |
Consulting fees | $ 4,638,441 | $ 934,104 | |
Share-based Payment Arrangement | |||
Consulting fees | 4,443,406 | ||
Unrecognized stock-based compensation to be recognized over the 1-year vesting period | $ 43,059,286 |
NOTE 3 - PREFERRED AND COMMON_3
NOTE 3 - PREFERRED AND COMMON STOCK (Details) - USD ($) | Jul. 24, 2020 | Mar. 09, 2019 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | Sep. 22, 2020 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Consulting fees | $ 4,638,441 | $ 934,104 | ||||
Stock issued for cash shares | 88,334 | 485,001 | ||||
Proceeds from sale of common stock | $ 265,000 | $ 1,456,003 | $ 0 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | |||||
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised | 0 | 800,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 5.10 | |||||
Shares canceled in payment of the aggregate exercise price | 304,354 | |||||
Common Stock | ||||||
Stock issued for cash shares | (485,001) | |||||
Proceeds from sale of common stock | $ 485 | |||||
Stock issued for exercise of stock options | 495,646 | |||||
OZ Corporation | ||||||
Stock issued under Consulting Agreements, Shares | 11,061,816 | |||||
Consulting fees | $ 99,556 |
NOTE 3 - PREFERRED AND COMMON_4
NOTE 3 - PREFERRED AND COMMON STOCK: Share-based Payment Arrangement, Option, Activity (Details) - USD ($) | Sep. 22, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,600,000 | 600,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,200,000 | 5,000,000 | ||
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised | 0 | (800,000) | ||
Reduced per amended agreement | $ (15,000,000) | |||
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 15,000,000 | 30,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | |||
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised | 0 |
NOTE 5 - RELATED PARTY TRANSA_2
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Aug. 01, 2019 | Oct. 31, 2021 |
Notes Payable, Related Parties, Current | $ 2,137,290 | |
Interest Payable, Current | $ 109,614 | |
OZ Corporation | ||
Issuance of notes payable - related parties to replace short term borrowings - related parties | $ 147,513 | |
Debt Instrument, Interest Rate During Period | 6.00% |
NOTE 6 - COMMITMENTS AND CONT_2
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Oct. 31, 2021USD ($) | |
Details | |
License Fee | $ 250,000 |