Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2022 | Aug. 16, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | HALBERD CORPORATION | |
Entity Central Index Key | 0001458631 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --07-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Apr. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 515,874,842 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation State Country Code | CO | |
Entity Tax Identification Number | 87-3538414 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | P.O. Box 25 | |
Entity Address City Or Town | Jackson Center | |
Entity Address State Or Province | PA | |
Entity Address Postal Zip Code | 16133 | |
City Area Code | 814 | |
Local Phone Number | 786-8849 | |
Trading Symbol | HALB | |
Security 12b Title | Common | |
Amendment Description | On August 29, 2022, Halberd Corporation (“Halberd” or “the Company”) filed its Quarterly Report on Form 10-Q for the period ended April 30, 2022 (the “Original Form 10-Q”). This Amendment No. 1 (the “Amendment”) amends the Original Form 10-Q to correct the presentation of corrections made to the Company’s historical accounting treatment of its Convertible Judgments Payable as a correction of an error, in accordance with Accounting Standards Codification 250 – Accounting Changes and Error Corrections (“ASC 250”). The Company had corrected its accounting for the Convertible Judgments Payable in accordance with ASC 450 – Contingencies, whereby the amount of the Court Ordered liability is presented on the balance sheet, rather than the underlying fair value of the common stock to be issued in satisfaction of the debt, as disclosed in Note 4 of this report. The comparative financial statements are now labeled as ‘Restated’ and the accompanying disclosures are presented in Note 3 of this report. A new quarterly report with the correction is filed hereto. We will also file an amended Annual Report on Form 10 for the year ended July 31, 2021 to reflect the restatements. A discussion of the Company’s internal control over financial reporting, a material weakness identified by the Company and the actions taken by management are set forth in Item 4. Controls and Procedures. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-Q. This Amendment does not otherwise update any exhibits as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). | |
Entity File Number | 333-157958 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Current Assets: | ||
Cash | $ 8,162 | $ 40,321 |
Prepaid expense | 5,410 | 21,750 |
Total current assets | 13,572 | 62,071 |
Fixed assets, net | 4,819 | 1,281 |
Total Assets | 18,391 | 63,352 |
Current Liabilities: | ||
Accounts payable | 267,813 | 177,010 |
Accrued expenses | 9,717 | 5,300 |
Convertible judgments payable | 206,934 | 216,400 |
Total current liabilities | 484,464 | 398,710 |
Long term liabilities: | ||
Note payable, SBA loan | 150,000 | 150,000 |
Total liabilities | 634,464 | 548,710 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding | 1,000 | 1,000 |
Common stock, $0.0001 par value, 800,000,000 shares authorized, 513,650,338 and 511,621,968 shares issued and outstanding at April 30, 2022 and July 31, 2021, respectively | 51,365 | 51,162 |
Additional paid in capital | 5,516,115 | 4,282,530 |
Accumulated deficit | (6,184,553) | (4,820,050) |
Total stockholders' equity (deficit) | (616,073) | (485,358) |
Total liabilities and stockholders' equity (deficit) | $ 18,391 | $ 63,352 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2022 | Jul. 31, 2021 |
Statement Of Financial Position Abstract | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 513,650,338 | 511,621,968 |
Common stock, shares outstanding | 513,650,338 | 511,621,968 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenue | $ 1,217 | $ 1,144 | $ 5,883 | $ 4,182 |
Cost of revenues | 0 | 2,068 | 214 | 2,068 |
Gross Profit | 1,217 | (924) | 5,669 | 2,114 |
Operating Expenses: | ||||
General and administrative | 20,934 | 22,146 | 79,302 | 74,576 |
Research and development | 203,408 | 199,664 | 710,788 | 471,446 |
Professional fees | 72,509 | 5,500 | 575,541 | 52,948 |
Total operating expenses | 296,851 | 227,310 | 1,365,631 | 598,970 |
Operating loss | (295,634) | (228,234) | (1,359,962) | (596,856) |
Other income (expense): | ||||
Interest expense | (1,538) | (1,400) | (4,541) | (18,939) |
Total other income (expense) | (1,538) | (1,400) | (4,541) | (18,939) |
Net loss | $ (297,172) | $ (229,634) | $ (1,364,503) | $ (615,795) |
Weighted average common shares outstanding - basic | 512,867,867 | 366,469,029 | 512,028,140 | 432,475,901 |
Weighted average common shares outstanding - fully diluted | 512,867,867 | 366,469,029 | 512,028,140 | 432,475,901 |
Net loss per common share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per common share - fully diluted | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Accumulated Deficit | Common Stock | Preferred Stock | Additional Paid-In Capital |
Balance, shares at Jul. 31, 2020 | 302,721,539 | 10,000,000 | |||
Balance, amount at Jul. 31, 2020 | $ (292,776) | $ (3,859,276) | $ 30,272 | $ 1,000 | $ 3,535,228 |
Common stock issued for the exercise of warrants, shares | 1,000,000 | ||||
Common stock issued for the exercise of warrants, amount | 10,000 | 0 | $ 100 | 0 | 9,900 |
Common stock issued for settlement of 3(a)(10) debts, shares | 167,900,429 | ||||
Common stock issued for settlement of 3(a)(10) debts, amount | 58,765 | 0 | $ 16,790 | 0 | 41,975 |
Warrants granted for services | 20,612 | 0 | 0 | 0 | 20,612 |
Contributed capital | 482,316 | 0 | 0 | 0 | 482,316 |
Net loss | (615,795) | (615,795) | $ 0 | $ 0 | 0 |
Contributed capital | 482,315 | ||||
Balance, shares at Apr. 30, 2021 | 471,621,968 | 10,000,000 | |||
Balance, amount at Apr. 30, 2021 | (336,878) | (4,475,071) | $ 47,162 | $ 1,000 | 4,090,031 |
Balance, shares at Jan. 31, 2021 | 419,621,968 | 10,000,000 | |||
Balance, amount at Jan. 31, 2021 | (342,944) | (4,245,437) | $ 41,962 | $ 1,000 | 3,859,531 |
Common stock issued for settlement of 3(a)(10) debts, shares | 52,000,000 | ||||
Common stock issued for settlement of 3(a)(10) debts, amount | 18,200 | 0 | $ 5,200 | 0 | 13,000 |
Net loss | (229,634) | (229,634) | 0 | 0 | 0 |
Contributed capital | 217,500 | 0 | $ 0 | $ 0 | 217,500 |
Balance, shares at Apr. 30, 2021 | 471,621,968 | 10,000,000 | |||
Balance, amount at Apr. 30, 2021 | (336,878) | (4,475,071) | $ 47,162 | $ 1,000 | 4,090,031 |
Balance, shares at Jul. 31, 2021 | 511,621,968 | 10,000,000 | |||
Balance, amount at Jul. 31, 2021 | (485,358) | (4,820,050) | $ 51,162 | $ 1,000 | 4,282,530 |
Common stock issued for settlement of 3(a)(10) debts, shares | 27,044,110 | ||||
Common stock issued for settlement of 3(a)(10) debts, amount | 9,466 | 0 | $ 2,704 | 0 | 6,762 |
Warrants granted for services | 479,322 | 0 | 0 | 0 | 479,322 |
Net loss | (1,364,503) | (1,364,503) | 0 | 0 | 0 |
Contributed capital | 745,000 | 0 | $ 0 | 0 | 745,000 |
Shares cancelled, shares | (25,015,740) | ||||
Shares cancelled, amount | 0 | 0 | $ (2,501) | $ 0 | 2,501 |
Balance, shares at Apr. 30, 2022 | 513,650,338 | 10,000,000 | |||
Balance, amount at Apr. 30, 2022 | (616,073) | (6,184,553) | $ 51,365 | $ 1,000 | 5,516,115 |
Balance, shares at Jan. 31, 2022 | 511,621,968 | 10,000,000 | |||
Balance, amount at Jan. 31, 2022 | (624,019) | (5,887,381) | $ 51,162 | $ 1,000 | 5,211,200 |
Common stock issued for settlement of 3(a)(10) debts, shares | 27,044,110 | ||||
Common stock issued for settlement of 3(a)(10) debts, amount | 9,466 | 0 | $ 2,704 | 0 | 6,762 |
Warrants granted for services | 28,152 | 0 | 0 | 0 | 28,152 |
Net loss | (297,172) | (297,172) | 0 | 0 | 0 |
Contributed capital | 267,500 | 0 | $ 0 | 0 | 267,500 |
Shares cancelled, shares | (25,015,740) | ||||
Shares cancelled, amount | 0 | 0 | $ (2,501) | $ 0 | 2,501 |
Balance, shares at Apr. 30, 2022 | 513,650,338 | 10,000,000 | |||
Balance, amount at Apr. 30, 2022 | $ (616,073) | $ (6,184,553) | $ 51,365 | $ 1,000 | $ 5,516,115 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,364,503) | $ (615,795) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 315 | 0 |
Common stock warrants issued for services | 479,322 | 20,612 |
Decrease (increase) in prepaid assets | 16,340 | (14,583) |
Increase (decrease) accounts payable | 90,803 | 69,529 |
Increase (decrease) accrued expenses | 4,417 | 3,839 |
Net cash used in operating activities | (773,306) | (536,398) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (3,853) | 0 |
Net used in investing activities | (3,853) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds received from exercise of warrants | 0 | 10,000 |
Proceeds received on capital contributions | 745,000 | 482,315 |
Proceeds received from note payable, SBA loan | 0 | 150,000 |
Net cash provided by financing activities | 745,000 | 642,315 |
NET CHANGE IN CASH | (32,159) | 105,917 |
CASH AT BEGINNING OF PERIOD | 40,321 | 2,086 |
CASH AT END OF PERIOD | 8,162 | 108,003 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 124 | 15,100 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Fair value of common stock issued on settlement of 3(a)(10) debts | $ 649,059 | $ 6,904,338 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2022 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | Note 1 – Basis of Presentation and Significant Accounting Policies Nature of Business Halberd Corporation (“Halberd”, “We”, “Us”, “the Company”) was formed in the State of Nevada on January 26, 2009. It changed its name to Tykhe Corporation on April 22, 2014, and then redomiciled to Colorado and changed its name to Alaric Corporation on January 25, 2017. On March 22, 2020, it changed its name to HALB Transition Corporation, before completing a reorganization whereby the name of the public company again became Halberd Corporation, and Alaric Corporation then became its wholly-owned subsidiary. The merger was accounted for as a reverse purchase acquisition in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 805-50, whereby the financial statements of the Target company (Halberd Corporation) were treated as the acquiring company, and the equity section of the balance sheet and earnings per share of Halberd Corporation were retroactively restated to reflect the effect of the 1:1 exchange ratio of the equity of Alaric Corporation exchanged for the equity of Halberd Corporation. There were no assets or liabilities of either entity prior to the business combination, therefore there was no Goodwill or gain or loss on the business combination. Halberd’s primary business is the pursuit of treatments for neurodegenerative diseases, such as PTSD/ CTE (Post Traumatic Stress Disorder/Chronic Traumatic Encephalopathy), Alzheimer's Disease, Parkinson's Disease, etc. Basis of Accounting Our financial statements are prepared using the accrual method of accounting as generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Basis of Presentation The accompanying financial statements include the accounts of the following entities, all of which are under common control and ownership as of the date of this report: Name of Entity Form of Entity Jurisdiction Relationship Halberd Corporation Corporation Colorado Parent Alaric Corporation (1)(2) Corporation Colorado Subsidiary Halberd UK, Ltd. (1)(2) Corporation England and Wales, United Kingdom Subsidiary (1) (2) All significant inter-company transactions have been eliminated in the preparation of these financial statements. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these unaudited financial statements be read in conjunction with the financial statements of the Company for the year ended July 31, 2021 and notes thereto included in the Company's annual report. The Company has adopted a fiscal year end of July 31 st Use of Estimates 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 the 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. Segment Reporting FASB ASC 280-10-50 requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. All of the Company’s stores are considered operating segments, and will be aggregated into one reportable segment given the similarities in economic characteristics among the operations represented by the stores and the common nature of the products, customers and methods of distribution. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had a convertible note payable that required fair value measurement on a recurring basis. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. The Company’s revenues currently consist of the sale of CBD products, including patches, roll-on applications, sprays and ointments. These products are primarily sold direct-to-consumers online, and occasionally directly to local pharmacies. Sales are recorded when the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured, which is typically when products are shipped. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not been completed. Cost of Merchandise Sales and Occupancy Costs Cost of merchandise sales and occupancy costs includes the following types of expenses: purchase price of inventory sold, including inbound freight charges; shipping and handling costs; inventory shrinkage costs and valuation adjustments; payroll and benefits costs; store occupancy costs, including rent, common area maintenance, property taxes, utilities, insurance, and depreciation of leasehold improvements and capitalized lease assets. Also included in cost of merchandise sales and occupancy costs is certain consideration received from vendors for vendor rebates, allowances and discounts. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses approximated $53,936 and $46,624 for the nine months ended April 30, 2022 and 2021, respectively, as presented in general and administrative expenses within the consolidated statements of operations. Research and Development Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 9 Months Ended |
Apr. 30, 2022 | |
Going Concern | |
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $6,184,553, negative working capital of $470,892, and as of April 30, 2022, the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Explanation Of Our Restatement
Explanation Of Our Restatement | 9 Months Ended |
Apr. 30, 2022 | |
Explanation Of Our Restatement | |
Explanation Of Our Restatement | Note 3 – Explanation of our Restatement The Company is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report for the period ended April 30, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on August 29, 2022 (the “Original Report”) in response to certain issues set forth in our Current Report on Form 8-K filed with the SEC on September 15, 2022 (the “Form 8-K”). The financial statements contained in our Quarterly Report on Form 10-Q for the period ended April 30, 2022 require restatement in order to correct the presentation of its Convertible Judgments Payable and additional Accounts Payable as a correction of an error. In accordance with Accounting Standards Codification 250 – Accounting Changes and Error Corrections HALBERD CORPORATION CONSOLIDATED BALANCE SHEETS As Originally Reported As Restated July 31, July 31, 2021 Adjusted 2021 ASSETS Current assets: Cash $ 40,321 $ - $ 40,321 Prepaid expense 21,750 - 21,750 Total current assets 62,071 - 62,071 Fixed assets, net 1,281 - 1,281 Total assets $ 63,352 $ - $ 63,352 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 92,315 $ 84,695 $ 177,010 Accrued expenses 5,300 - 5,300 Convertible judgments payable 15,591,498 (15,375,098 ) 216,400 Total current liabilities 15,689,113 (15,290,403 ) 398,710 Long term liabilities: Note payable, SBA loan 150,000 - 150,000 Total liabilities 15,839,113 (15,290,403 ) 548,710 Stockholders' equity (deficit): Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding 1,000 - 1,000 Common stock, $0.0001 par value, 800,000,000 shares authorized, 511,621,968 shares issued and outstanding at July 31, 2021 51,162 - 51,162 Additional paid in capital 4,282,530 - 4,282,530 Accumulated deficit (20,110,453 ) 15,290,403 (4,820,050 ) Total stockholders' equity (deficit) (15,775,761 ) 15,290,403 (485,358 ) Total liabilities and stockholders' equity (deficit) $ 63,352 $ - $ 63,352 HALBERD CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended April 30, 2021 (Unaudited) As Originally Reported Adjusted As Restated Revenue $ 1,144 $ - $ 1,144 Cost of sales 2,068 - 2,068 Gross profit (924 ) - (924 ) Operating expenses: General and administrative 22,146 - 22,146 Research and development 114,969 84,695 199,664 Professional fees 5,500 - 5,500 Total operating expenses 142,615 84,695 227,310 Operating loss (143,539 ) (84,695 ) (228,234 ) Other income (expense): Loss on mark-to-market fair value adjustment of settlements payable (1,559,024 ) 1,559,024 - Interest expense (1,400 ) - (1,400 ) Total other income (expense) (1,560,424 ) 1,559,024 (1,400 ) Net loss $ (1,703,963 ) $ 1,474,329 $ (229,634 ) Weighted average common shares outstanding - basic 366,469,029 366,469,029 366,469,029 Weighted average common shares outstanding - fully diluted 366,469,029 366,469,029 366,469,029 Net loss per common share - basic $ (0.00 ) $ 0.00 $ (0.00 ) Net loss per common share - fully diluted $ (0.00 ) $ 0.00 $ (0.00 ) HALBERD CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine Months Ended April 30, 2021 (Unaudited) As Originally Reported Adjusted As Restated Revenue $ 4,182 $ - $ 4,182 Cost of sales 2,068 - 2,068 Gross profit 2,114 - 2,114 Operating expenses: General and administrative 74,576 - 74,576 Research and development 386,751 84,695 471,446 Professional fees 52,948 - 52,948 Total operating expenses 514,275 84,695 598,970 Operating loss (512,161 ) (84,695 ) (596,856 ) Other income (expense): Loss on mark-to-market fair value adjustment of settlements payable (13,331,550 ) 13,331,550 - Interest expense (18,939 ) - (18,939 ) Total other income (expense) 13,312,611 13,331,550 (18,939 ) Net loss $ (13,862,650 ) $ 13,246,855 $ (615,795 ) Weighted average common shares outstanding - basic 432,475,901 432,475,901 432,475,901 Weighted average common shares outstanding - fully diluted 432,475,901 432,475,901 432,475,901 Net loss per common share - basic $ (0.03 ) $ 0.03 $ (0.00 ) Net loss per common share - fully diluted $ (0.03 ) $ 0.03 $ (0.00 ) See accompanying notes to financial statements. HALBERD CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended April 30, 2021 (Unaudited) As Originally Reported Adjusted As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (13,862,650 ) $ 13,246,855 $ (615,795 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on mark-to-market fair value adjustment of settlements payable 13,331,550 (13,331,550 ) - Common stock warrants issued for services 20,612 - 20,612 Decrease (increase) in assets: Prepaid expense (14,583 ) - (14,583 ) Increase (decrease) in liabilities: Accounts payable (15,166 ) 84,695 69,529 Accrued expenses 3,839 - 3,839 Net cash used in operating activities (536,398 ) - (536,398 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds received from exercise of warrants 10,000 - 10,000 Proceeds received on capital contributions 482,315 - 482,315 Proceeds received from note payable, SBA loan 150,000 - 150,000 Net cash provided by financing activities 642,315 - 642,315 NET CHANGE IN CASH 105,917 - 105,917 CASH AT BEGINNING OF PERIOD 2,086 - 2,086 CASH AT END OF PERIOD $ 108,003 $ - $ 108,003 SUPPLEMENTAL INFORMATION: Interest paid $ 15,100 $ - $ 15,100 Income taxes paid $ - $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Fair value of common stock issued on settlement of 3(a)(10) debts $ 6,904,338 $ - $ 6,904,338 See accompanying notes to financial statements. |
Convertible Judgments Payable a
Convertible Judgments Payable and Contingent Liabilities | 9 Months Ended |
Apr. 30, 2022 | |
Convertible Judgments Payable and Contingent Liabilities | |
Convertible Judgments Payable and Contingent Liabilities | Note 4 – Convertible Judgments Payable and Contingent Liabilities On May 7, 2014, the Company entered into a court ordered settlement in Securities Counselors, Inc. v. Halberd Corporation On November 25, 2014, in Securities Counselors, Inc. v. Texas Wyoming Drilling, Inc. Securities Counselors, Inc. v. Halberd Corporation That November 25, 2014, Securities Counselors, Inc. v. Texas Wyoming Drilling, Inc Securities Counselors, Inc. v. Texas Wyoming Drilling, Inc. Securities Counselors, Inc. v. Texas Wyoming Drilling, Inc As of April 30, 2022, there was a balance outstanding of $30,449 on this judgment that could be converted into approximately 86,998,604 shares of the Company’s common stock at a rate of approximately $0.00035 per share. A total of 234,944,539 shares were issued in satisfaction of approximately $82,231 of this obligation over various dates from August 5, 2020 through February 18, 2022. The Company has accounted for its judgment liability in accordance with ASC 450 - Contingencies |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Apr. 30, 2022 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of April 30, 2022 and July 31, 2021, respectively: Fair Value Measurements at April 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 8,162 $ - $ - Total assets 8,162 - - Liabilities Convertible judgments payable - 6,582,399 - Note payable, SBA loan - 150,000 - Total liabilities - 6,732,399 - $ 8,162 $ (6,732,399 ) $ - Fair Value Measurements at July 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 40,321 $ - $ - Total assets 40,321 - - Liabilities Convertible judgments payable - 15,591,498 - Note payable, SBA loan - 150,000 - Total liabilities - 15,741,498 - $ 40,321 $ (15,741,498 ) $ - The fair value of our convertible judgments payable is based on the fair market value of the underlying shares that are to be used to settle the judgments, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. The fair value is based on the exit price using the Company’s common stock at the balance sheet dates. The fair value is greater than the amounts presented on the balance sheets as follows: April 30, July 31, 2022 2021 Fair value of convertible judgments payable $ 6,582,399 $ 15,591,498 Historical value of convertible judgments payable on balance sheets 206,935 216,400 $ 6,375,464 $ 15,375,098 There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended April 30, 2022 or the year ended July 31, 2021. |
Note Payable, SBA Loan
Note Payable, SBA Loan | 9 Months Ended |
Apr. 30, 2022 | |
Note Payable, SBA Loan | |
Note Payable, SBA Loan | Note 6 – Note Payable, SBA Loan Note payable, SBA loan consisted of the following at April 30, 2022 and July 31, 2021, respectively: April 30, July 31, 2022 2021 On September 2, 2020, the Company, borrowed $150,000 from Standard Financing, pursuant to a Promissory Note issued by the Company to Standard Financing (the “SBA Loan”). The loan was made pursuant to the Covid-19 Economic Injury Disaster Loan Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “EIDL Program”). The SBA Loan carried interest at 3.75% per annum, payable in $731 monthly payments over thirty (30) years from the date of the note, with the initial payment deferred until September 2, 2022. $ 150,000 $ 150,000 Total note payable, SBA loan $ 150,000 $ 150,000 The Company recorded interest expense on notes payable in the amount of $4,417 and $3,839 for the nine months ended April 30, 2022 and 2021, respectively. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity (Deficit) | 9 Months Ended |
Apr. 30, 2022 | |
Changes in Stockholders' Equity (Deficit) | |
Changes in Stockholders' Equity (Deficit) | Note 7 – Changes in Stockholders’ Equity (Deficit) Series A Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share, of which 10,000,000 have been designated as Series A Preferred Stock (“Series A Preferred”), with the remaining 15,000,000 shares available for designation from time to time by the Board as set forth below. As of April 30, 2022, there were 10,000,000 shares of Series A Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Common Stock Common stock consists of $0.0001 par value, 800,000,000 shares authorized, of which 513,650,338 shares were issued and outstanding as of April 30, 2022. Common Stock Issued in Satisfaction of Convertible Judgments Payable On February 18, 2022, the Company issued 27,044,110 shares in satisfaction of $9,466 of Judgments Payable at a conversion rate of $0.00035 per share pursuant to a court ordered judgment under Rule 3(a)(10). Cancellation of Common Stock On February 21, 2022, the Company cancelled 25,015,740 previously issued shares due to non-performance. Contributed Capital On various dates between August 1, 2021 and April 27, 2022, Epidemiologic Solutions Corp. contributed capital in the combined amount of $745,000 to pay expenses for operations, primarily for its research and development. |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Apr. 30, 2022 | |
Common Stock Warrants | |
Common Stock Warrants | Note 8 – Common Stock Warrants Warrants to purchase a total of 485,850,000 shares of common stock at a weighted average strike price of $0.01 were outstanding as of April 30, 2022. Warrants Granted for Services On April 24, 2022, the Company issued warrants to purchase 1,000,000 shares, exercisable at $0.019 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 239% and a weighted average call option value of $0.0188, was $18,768. On April 24, 2022, the Company issued warrants to purchase 500,000 shares, exercisable at $0.019 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 239% and a weighted average call option value of $0.0188, was $9,384. On January 22, 2022, the Company issued warrants to purchase 750,000 shares, exercisable at $0.0196 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 292% and a weighted average call option value of $0.0196, was $14,685. On January 15, 2022, the Company issued warrants to purchase 10,000,000 shares, exercisable at $0.0206 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 293% and a weighted average call option value of $0.0206, was $205,788. On December 15, 2021, the Company issued warrants to purchase 1,000,000 shares, exercisable at $0.0175 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 297% and a weighted average call option value of $0.0175, was $17,484. On December 5, 2021, the Company issued warrants to purchase 10,000,000 shares, exercisable at $0.0188 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 300% and a weighted average call option value of $0.0188, was $187,853. On December 5, 2021, the Company issued warrants to purchase 1,000,000 shares, exercisable at $0.0188 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 300% and a weighted average call option value of $0.0188, was $18,785. On December 5, 2021, the Company issued warrants to purchase 350,000 shares, exercisable at $0.0188 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 300% and a weighted average call option value of $0.0188, was $6,575. Amended Warrants On December 5, 2021, the Company cancelled previously issued warrants to purchase 250,000 shares, exercisable at $0.0235 per share and issued new warrants to purchase 250,000 shares, exercisable at $0.0188 per share over a ten-year term, to an individual for services provided. The estimated fair value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 300% and a weighted average call option value of $0.0188, was $4,696, which was not materially different than the value of the cancelled warrants. |
Income Taxes
Income Taxes | 9 Months Ended |
Apr. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 9 – Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. As of April 30, 2022, the Company incurred a taxable net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $3,935,000 of federal net operating loss carry forwards at April 30, 2022. The net operating loss carry forwards, if not utilized, will begin to expire in 2029. The components of the Company’s deferred tax asset are as follows: April 30, July 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 826,350 $ 640,500 Net deferred tax assets before valuation allowance $ 826,350 $ 640,500 Less: Valuation allowance (826,350 ) (640,500 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at April 30, 2022 and July 31, 2021, respectively. The Company had no uncertain tax positions as of April 30, 2022. A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: April 30, July 31, 2022 2021 Federal and state statutory rate 21 % 21 % Change in valuation allowance on deferred tax assets (21%) (21%) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies The Company may be involved in various inquiries, administrative proceedings and litigation relating to matters arising from our operations prior to the change in management and spin-off of our subsidiary on July 31, 2012. The Company is not currently a defendant in any material litigation and is not aware of any threatened litigation that could have a material effect on the Company. Management is not able to estimate the minimum loss to be incurred, if any, as a result of the final outcome of these matters but believes they are not likely to have a material adverse effect upon the Company’s financial position or results of operations and, accordingly, no provision for loss has been recorded. The Company performs research and development on its extracorporeal technological method of treating many disease states, including Alzheimer’s Disease, PTSD, Parkinson’s Disease, epilepsy and other neurodegenerative diseases, sepsis, meningitis and pandemics. These research and development activities are outsourced to Arizona State University (ASU) pursuant to an Industry Sponsored Research Agreement, which the Company and ASU entered into on September 1, 2020 (Research Agreement). The Research Agreement, which terminates on November 30, 2022, calls for monthly payments of $50,000, not to exceed $1,371,782. As of July 31, 2021, the Company has paid an aggregate $521,782, leaving $850,000 owed on the agreement. On May 7, 2014, the Company entered into a court ordered settlement for a total of $279,447 that is to be settled with the payment of shares of common stock pursuant to a Section 3(a)(10) exemption from the Securities Act of 1933's registration requirements. As of April 30, 2022, there was a balance outstanding of $176,485 on this judgment that could be converted into approximately 278,690,243 shares of the Company’s common stock at a rate of approximately $0.00063 per share. On November 25, 2014, a judgment in the amount of $2,934,889 was awarded against the Company’s wholly-owned subsidiary, Alaric Corporation. On April 29, 2016, a total of $2,822,209 of this was relinquished pursuant to an exchange of properties. The remaining $112,680 judgment was replaced on May 4, 2016, pursuant to a new judgment. As of April 30, 2022, there was a balance outstanding of $30,449 on this judgment that could be converted into approximately 86,998,604 shares of the Company’s common stock at a rate of approximately $0.00035 per share. As of April 30, 2022 and 2021, the aggregate market value of the Company’s judgments payable in common stock was $6,582,399 and $16,876,585, respectively, based on the closing stock prices of $0.018 and $0.039 per share, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 11 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date hereof, which these financial statements were issued. No events occurred of a material nature that would have required adjustments to or disclosure in these financial statements except as follows: Warrant Exercise On June 1, 2022, a warrant holder exercised warrants to purchase 10,000,000 shares of common stock. The warrants were exercised on a cashless basis, resulting in the issuance of 4,252,874 shares of common stock. Warrant Issuance On August 2, 2022, the Company awarded warrants to a consultant to purchase 250,000 shares of common stock at an exercise price of $0.0128 per share, execrable over a ten-year period. Capital Contributions On May 5, 2022, the Company received $50,000 in contributed capital from Epidemiologic Solutions Corp. Cancellation of Common Stock On July 22, 2022, the Company cancelled 2,028,370 previously issued shares due to non-performance. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Significant Accounting Policies (Policies) | |
Nature of Business | Halberd Corporation (“Halberd”, “We”, “Us”, “the Company”) was formed in the State of Nevada on January 26, 2009. It changed its name to Tykhe Corporation on April 22, 2014, and then redomiciled to Colorado and changed its name to Alaric Corporation on January 25, 2017. On March 22, 2020, it changed its name to HALB Transition Corporation, before completing a reorganization whereby the name of the public company again became Halberd Corporation, and Alaric Corporation then became its wholly-owned subsidiary. The merger was accounted for as a reverse purchase acquisition in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 805-50, whereby the financial statements of the Target company (Halberd Corporation) were treated as the acquiring company, and the equity section of the balance sheet and earnings per share of Halberd Corporation were retroactively restated to reflect the effect of the 1:1 exchange ratio of the equity of Alaric Corporation exchanged for the equity of Halberd Corporation. There were no assets or liabilities of either entity prior to the business combination, therefore there was no Goodwill or gain or loss on the business combination. Halberd’s primary business is the pursuit of treatments for neurodegenerative diseases, such as PTSD/ CTE (Post Traumatic Stress Disorder/Chronic Traumatic Encephalopathy), Alzheimer's Disease, Parkinson's Disease, etc. |
Basis of Accounting | Our financial statements are prepared using the accrual method of accounting as generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). |
Basis of Presentation | The accompanying financial statements include the accounts of the following entities, all of which are under common control and ownership as of the date of this report: Name of Entity Form of Entity Jurisdiction Relationship Halberd Corporation Corporation Colorado Parent Alaric Corporation (1)(2) Corporation Colorado Subsidiary Halberd UK, Ltd. (1)(2) Corporation England and Wales, United Kingdom Subsidiary (1) (2) All significant inter-company transactions have been eliminated in the preparation of these financial statements. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these unaudited financial statements be read in conjunction with the financial statements of the Company for the year ended July 31, 2021 and notes thereto included in the Company's annual report. The Company has adopted a fiscal year end of July 31 st |
Use of Estimates | 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 the 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. |
Segment Reporting | FASB ASC 280-10-50 requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. All of the Company’s stores are considered operating segments, and will be aggregated into one reportable segment given the similarities in economic characteristics among the operations represented by the stores and the common nature of the products, customers and methods of distribution. |
Fair Value of Financial Instruments | Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had a convertible note payable that required fair value measurement on a recurring basis. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. The Company’s revenues currently consist of the sale of CBD products, including patches, roll-on applications, sprays and ointments. These products are primarily sold direct-to-consumers online, and occasionally directly to local pharmacies. Sales are recorded when the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured, which is typically when products are shipped. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not been completed. |
Cost of Merchandise Sales and Occupancy Costs | Cost of merchandise sales and occupancy costs includes the following types of expenses: purchase price of inventory sold, including inbound freight charges; shipping and handling costs; inventory shrinkage costs and valuation adjustments; payroll and benefits costs; store occupancy costs, including rent, common area maintenance, property taxes, utilities, insurance, and depreciation of leasehold improvements and capitalized lease assets. Also included in cost of merchandise sales and occupancy costs is certain consideration received from vendors for vendor rebates, allowances and discounts. |
Advertising and Promotion | All costs associated with advertising and promoting products are expensed as incurred. These expenses approximated $53,936 and $46,624 for the nine months ended April 30, 2022 and 2021, respectively, as presented in general and administrative expenses within the consolidated statements of operations. |
Research and Development | The Company performs research and development on its extracorporeal technological method of treating many disease states, including Alzheimer’s Disease, PTSD, Parkinson’s Disease, epilepsy and other neurodegenerative diseases, sepsis, meningitis and pandemics. The Company currently does not have any employees dedicated to research and development, but outsources these activities to Arizona State University (ASU) pursuant to an Industry Sponsored Research Agreement, which the Company and ASU entered into on September 1, 2020 (Research Agreement). The Research Agreement, which terminates on November 30, 2022, calls for monthly payments of $50,000, not to exceed $1,371,782, The Company’s research and development activities have primarily been funded by Epidemiologic Solutions Corp.). In accordance with ASC 730-10-25, these expenditures contracted to another party are expensed as incurred. These expenses approximated $710,788 and $471,446 for the nine months ended April 30, 2022 and 2021, respectively. |
Income Taxes | The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Basic and Diluted Loss per Share | The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. |
Stock-Based Compensation | The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Uncertain Tax Positions | In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements | There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Explanation Of Our Restatement
Explanation Of Our Restatement (Table) | 9 Months Ended |
Apr. 30, 2022 | |
Explanation Of Our Restatement | |
Schedule of explanation of our restatement of consolidated balance sheet | HALBERD CORPORATION CONSOLIDATED BALANCE SHEETS As Originally Reported As Restated July 31, July 31, 2021 Adjusted 2021 ASSETS Current assets: Cash $ 40,321 $ - $ 40,321 Prepaid expense 21,750 - 21,750 Total current assets 62,071 - 62,071 Fixed assets, net 1,281 - 1,281 Total assets $ 63,352 $ - $ 63,352 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 92,315 $ 84,695 $ 177,010 Accrued expenses 5,300 - 5,300 Convertible judgments payable 15,591,498 (15,375,098 ) 216,400 Total current liabilities 15,689,113 (15,290,403 ) 398,710 Long term liabilities: Note payable, SBA loan 150,000 - 150,000 Total liabilities 15,839,113 (15,290,403 ) 548,710 Stockholders' equity (deficit): Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding 1,000 - 1,000 Common stock, $0.0001 par value, 800,000,000 shares authorized, 511,621,968 shares issued and outstanding at July 31, 2021 51,162 - 51,162 Additional paid in capital 4,282,530 - 4,282,530 Accumulated deficit (20,110,453 ) 15,290,403 (4,820,050 ) Total stockholders' equity (deficit) (15,775,761 ) 15,290,403 (485,358 ) Total liabilities and stockholders' equity (deficit) $ 63,352 $ - $ 63,352 |
Schedule of explanation of our restatement of statement of operations | HALBERD CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended April 30, 2021 (Unaudited) As Originally Reported Adjusted As Restated Revenue $ 1,144 $ - $ 1,144 Cost of sales 2,068 - 2,068 Gross profit (924 ) - (924 ) Operating expenses: General and administrative 22,146 - 22,146 Research and development 114,969 84,695 199,664 Professional fees 5,500 - 5,500 Total operating expenses 142,615 84,695 227,310 Operating loss (143,539 ) (84,695 ) (228,234 ) Other income (expense): Loss on mark-to-market fair value adjustment of settlements payable (1,559,024 ) 1,559,024 - Interest expense (1,400 ) - (1,400 ) Total other income (expense) (1,560,424 ) 1,559,024 (1,400 ) Net loss $ (1,703,963 ) $ 1,474,329 $ (229,634 ) Weighted average common shares outstanding - basic 366,469,029 366,469,029 366,469,029 Weighted average common shares outstanding - fully diluted 366,469,029 366,469,029 366,469,029 Net loss per common share - basic $ (0.00 ) $ 0.00 $ (0.00 ) Net loss per common share - fully diluted $ (0.00 ) $ 0.00 $ (0.00 ) HALBERD CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine Months Ended April 30, 2021 (Unaudited) As Originally Reported Adjusted As Restated Revenue $ 4,182 $ - $ 4,182 Cost of sales 2,068 - 2,068 Gross profit 2,114 - 2,114 Operating expenses: General and administrative 74,576 - 74,576 Research and development 386,751 84,695 471,446 Professional fees 52,948 - 52,948 Total operating expenses 514,275 84,695 598,970 Operating loss (512,161 ) (84,695 ) (596,856 ) Other income (expense): Loss on mark-to-market fair value adjustment of settlements payable (13,331,550 ) 13,331,550 - Interest expense (18,939 ) - (18,939 ) Total other income (expense) 13,312,611 13,331,550 (18,939 ) Net loss $ (13,862,650 ) $ 13,246,855 $ (615,795 ) Weighted average common shares outstanding - basic 432,475,901 432,475,901 432,475,901 Weighted average common shares outstanding - fully diluted 432,475,901 432,475,901 432,475,901 Net loss per common share - basic $ (0.03 ) $ 0.03 $ (0.00 ) Net loss per common share - fully diluted $ (0.03 ) $ 0.03 $ (0.00 ) |
Schedule of explanation of our restatement of statement of cash flows | HALBERD CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended April 30, 2021 (Unaudited) As Originally Reported Adjusted As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (13,862,650 ) $ 13,246,855 $ (615,795 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on mark-to-market fair value adjustment of settlements payable 13,331,550 (13,331,550 ) - Common stock warrants issued for services 20,612 - 20,612 Decrease (increase) in assets: Prepaid expense (14,583 ) - (14,583 ) Increase (decrease) in liabilities: Accounts payable (15,166 ) 84,695 69,529 Accrued expenses 3,839 - 3,839 Net cash used in operating activities (536,398 ) - (536,398 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds received from exercise of warrants 10,000 - 10,000 Proceeds received on capital contributions 482,315 - 482,315 Proceeds received from note payable, SBA loan 150,000 - 150,000 Net cash provided by financing activities 642,315 - 642,315 NET CHANGE IN CASH 105,917 - 105,917 CASH AT BEGINNING OF PERIOD 2,086 - 2,086 CASH AT END OF PERIOD $ 108,003 $ - $ 108,003 SUPPLEMENTAL INFORMATION: Interest paid $ 15,100 $ - $ 15,100 Income taxes paid $ - $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Fair value of common stock issued on settlement of 3(a)(10) debts $ 6,904,338 $ - $ 6,904,338 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Table) | 9 Months Ended |
Apr. 30, 2022 | |
Fair Value of Financial Instruments | |
Schedule of valuation of financial instruments at fair value on a recurring basis | Fair Value Measurements at April 30, 2022 Level 1 Level 2 Level 3 Assets Cash $8,162 $- $- Total assets 8,162 - - Liabilities Convertible judgments payable - - 6,582,399 Note payable, SBA loan - 150,000 - Total liabilities - 150,000 6,582,399 $8,162 $(150,000) $(6,582,399) Fair Value Measurements at July 31, 2021 Level 1 Level 2 Level 3 Assets Cash $40,321 $- $- Total assets 40,321 - - Liabilities Convertible judgments payable - - 15,591,498 Note payable, SBA loan - 150,000 - Total liabilities - 150,000 15,591,498 $40,321 $(150,000) $(15,591,498) |
Note Payable, SBA Loan (Table)
Note Payable, SBA Loan (Table) | 9 Months Ended |
Apr. 30, 2022 | |
Note Payable, SBA Loan | |
Note Payable, SBA Loan | April 30, July 31, 2022 2021 On September 2, 2020, the Company, borrowed $150,000 from Standard Financing, pursuant to a Promissory Note issued by the Company to Standard Financing (the “SBA Loan”). The loan was made pursuant to the Covid-19 Economic Injury Disaster Loan Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “EIDL Program”). The SBA Loan carried interest at 3.75% per annum, payable in $731 monthly payments over thirty (30) years from the date of the note, with the initial payment deferred until September 2, 2022. $ 150,000 $ 150,000 Total note payable, SBA loan $ 150,000 $ 150,000 |
Income Taxes (Table)
Income Taxes (Table) | 9 Months Ended |
Apr. 30, 2022 | |
Subsequent Events | |
Schedule of deferred tax asset | April 30, July 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 826,350 $ 640,500 Net deferred tax assets before valuation allowance $ 826,350 $ 640,500 Less: Valuation allowance (826,350 ) (640,500 ) Net deferred tax assets $ - $ - |
Schedule of statutory income tax rate | April 30, July 31, 2022 2021 Federal and state statutory rate 21 % 21 % Change in valuation allowance on deferred tax assets (21%) (21%) |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Significant Accounting Policies (Policies) | ||||
Research and development agreement description | The Research Agreement, which terminates on November 30, 2022, calls for monthly payments of $50,000, not to exceed $1,371,782 | |||
Research and development | $ 203,408 | $ 199,664 | $ 710,788 | $ 471,446 |
Advertising and promotion expenses | $ 53,936 | $ 46,624 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Significant Accounting Policies (Policies) | ||
Accumulated deficit | $ (6,184,553) | $ (4,820,050) |
Working capital | $ (470,892) |
Explanation of our Restatemen_2
Explanation of our Restatement (Details) - USD ($) | Apr. 30, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2020 |
Cash | $ 8,162 | $ 40,321 | $ 108,003 | $ 2,086 | ||
Prepaid expense | 5,410 | 21,750 | ||||
Total current assets | 13,572 | 62,071 | ||||
Fixed assets, net | 4,819 | 1,281 | ||||
Total Assets | 18,391 | 63,352 | ||||
Accounts payable | 267,813 | 177,010 | ||||
Accrued expenses | 9,717 | 5,300 | ||||
Note payable, SBA loan | 150,000 | 150,000 | ||||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding | 1,000 | 1,000 | ||||
Common stock, $0.0001 par value, 800,000,000 shares authorized, 513,650,338 and 511,621,968 shares issued and outstanding at April 30, 2022 and July 31, 2021, respectively | 51,365 | 51,162 | ||||
Additional paid in capital | 5,516,115 | 4,282,530 | ||||
Accumulated deficit | (6,184,553) | (4,820,050) | ||||
Total stockholders' equity (deficit) | (616,073) | $ (624,019) | (485,358) | (336,878) | $ (342,944) | (292,776) |
Total liabilities and stockholders' equity (deficit) | $ 18,391 | 63,352 | ||||
Originally Reported [Member] | ||||||
Cash | 40,321 | 108,003 | 2,086 | |||
Prepaid expense | 21,750 | |||||
Total current assets | 62,071 | |||||
Fixed assets, net | 1,281 | |||||
Total Assets | 63,352 | |||||
Accounts payable | 92,315 | |||||
Accrued expenses | 5,300 | |||||
Convertible judgments payable | 15,591,498 | |||||
Total current liabilities | 15,689,113 | |||||
Note payable, SBA loan | 150,000 | |||||
Total liabilities | 15,839,113 | |||||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding | 1,000 | |||||
Common stock, $0.0001 par value, 800,000,000 shares authorized, 513,650,338 and 511,621,968 shares issued and outstanding at April 30, 2022 and July 31, 2021, respectively | 51,162 | |||||
Additional paid in capital | 4,282,530 | |||||
Accumulated deficit | (20,110,453) | |||||
Total stockholders' equity (deficit) | (15,775,761) | |||||
Total liabilities and stockholders' equity (deficit) | 63,352 | |||||
Revision of Prior Period, Adjustment [Member] | ||||||
Cash | 0 | 0 | 0 | |||
Prepaid expense | 0 | |||||
Total current assets | 0 | |||||
Fixed assets, net | 0 | |||||
Total Assets | 0 | |||||
Accounts payable | 84,695 | |||||
Accrued expenses | 0 | |||||
Convertible judgments payable | (15,375,098) | |||||
Total current liabilities | (15,290,403) | |||||
Note payable, SBA loan | 0 | |||||
Total liabilities | (15,290,403) | |||||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding | 0 | |||||
Common stock, $0.0001 par value, 800,000,000 shares authorized, 513,650,338 and 511,621,968 shares issued and outstanding at April 30, 2022 and July 31, 2021, respectively | 0 | |||||
Additional paid in capital | 0 | |||||
Accumulated deficit | 15,290,403 | |||||
Total stockholders' equity (deficit) | 15,290,403 | |||||
Total liabilities and stockholders' equity (deficit) | 0 | |||||
Restated [Member] | ||||||
Cash | 40,321 | $ 108,003 | $ 2,086 | |||
Prepaid expense | 21,750 | |||||
Total current assets | 62,071 | |||||
Fixed assets, net | 1,281 | |||||
Total Assets | 63,352 | |||||
Accounts payable | 177,010 | |||||
Accrued expenses | 5,300 | |||||
Convertible judgments payable | 216,400 | |||||
Total current liabilities | 398,710 | |||||
Note payable, SBA loan | 150,000 | |||||
Total liabilities | 548,710 | |||||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding | 1,000 | |||||
Common stock, $0.0001 par value, 800,000,000 shares authorized, 513,650,338 and 511,621,968 shares issued and outstanding at April 30, 2022 and July 31, 2021, respectively | 51,162 | |||||
Additional paid in capital | 4,282,530 | |||||
Accumulated deficit | (4,820,050) | |||||
Total stockholders' equity (deficit) | (485,358) | |||||
Total liabilities and stockholders' equity (deficit) | $ 63,352 |
Explanation of our Restatemen_3
Explanation of our Restatement (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue | $ 1,217 | $ 1,144 | $ 5,883 | $ 4,182 |
Cost of revenues | 0 | 2,068 | 214 | 2,068 |
Gross Profit | 1,217 | (924) | 5,669 | 2,114 |
General and administrative | 20,934 | 22,146 | 79,302 | 74,576 |
Research and development | 203,408 | 199,664 | 710,788 | 471,446 |
Professional fees | 72,509 | 5,500 | 575,541 | 52,948 |
Total operating expenses | 296,851 | 227,310 | 1,365,631 | 598,970 |
Operating loss | (295,634) | (228,234) | (1,359,962) | (596,856) |
Interest expense | (1,538) | (1,400) | (4,541) | (18,939) |
Total other income (expense) | (1,538) | (1,400) | (4,541) | (18,939) |
Net loss | $ (297,172) | $ (229,634) | $ (1,364,503) | $ (615,795) |
Weighted average common shares outstanding - basic | 512,867,867 | 366,469,029 | 512,028,140 | 432,475,901 |
Weighted average common shares outstanding - fully diluted | 512,867,867 | 366,469,029 | 512,028,140 | 432,475,901 |
Net loss per common share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per common share - fully diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Originally Reported [Member] | ||||
Revenue | $ 1,144 | $ 4,182 | ||
Cost of revenues | 2,068 | 2,068 | ||
Gross Profit | (924) | 2,114 | ||
General and administrative | 22,146 | 74,576 | ||
Research and development | 114,969 | 386,751 | ||
Professional fees | 5,500 | 52,948 | ||
Total operating expenses | 142,615 | 514,275 | ||
Operating loss | (143,539) | (512,161) | ||
Loss on mark-to-market fair value adjustment of settlements payable | (1,559,024) | (13,331,550) | ||
Interest expense | (1,400) | (18,939) | ||
Total other income (expense) | (1,560,424) | 13,312,611 | ||
Net loss | $ (1,703,963) | $ (13,862,650) | ||
Weighted average common shares outstanding - basic | 366,469,029 | 432,475,901 | ||
Weighted average common shares outstanding - fully diluted | 366,469,029 | 432,475,901 | ||
Net loss per common share - basic | $ 0 | $ (0.03) | ||
Net loss per common share - fully diluted | $ 0 | $ (0.03) | ||
Revision of Prior Period, Adjustment [Member] | ||||
Revenue | $ 0 | $ 0 | ||
Cost of revenues | 0 | 0 | ||
Gross Profit | 0 | 0 | ||
General and administrative | 0 | 0 | ||
Research and development | 84,695 | 84,695 | ||
Professional fees | 0 | 0 | ||
Total operating expenses | 84,695 | 84,695 | ||
Operating loss | (84,695) | (84,695) | ||
Loss on mark-to-market fair value adjustment of settlements payable | 1,559,024 | 13,331,550 | ||
Interest expense | 0 | 0 | ||
Total other income (expense) | 1,559,024 | 13,331,550 | ||
Net loss | $ 1,474,329 | $ 13,246,855 | ||
Weighted average common shares outstanding - basic | 366,469,029 | 432,475,901 | ||
Weighted average common shares outstanding - fully diluted | 366,469,029 | 432,475,901 | ||
Net loss per common share - basic | $ 0 | $ 0.03 | ||
Net loss per common share - fully diluted | $ 0 | $ 0.03 | ||
Restated [Member] | ||||
Revenue | $ 1,144 | $ 4,182 | ||
Cost of revenues | 2,068 | 2,068 | ||
Gross Profit | (924) | 2,114 | ||
General and administrative | 22,146 | 74,576 | ||
Research and development | 199,664 | 471,446 | ||
Professional fees | 5,500 | 52,948 | ||
Total operating expenses | 227,310 | 598,970 | ||
Operating loss | (228,234) | (596,856) | ||
Loss on mark-to-market fair value adjustment of settlements payable | 0 | 0 | ||
Interest expense | (1,400) | (18,939) | ||
Total other income (expense) | (1,400) | (18,939) | ||
Net loss | $ (229,634) | $ (615,795) | ||
Weighted average common shares outstanding - basic | 366,469,029 | 432,475,901 | ||
Weighted average common shares outstanding - fully diluted | 366,469,029 | 432,475,901 | ||
Net loss per common share - basic | $ 0 | $ 0 | ||
Net loss per common share - fully diluted | $ 0 | $ 0 |
Explanation of our Restatemen_4
Explanation of our Restatement (Details 2) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 27, 2022 | Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Net loss | $ (297,172) | $ (229,634) | $ (1,364,503) | $ (615,795) | |
Common stock warrants issued for services | 479,322 | 20,612 | |||
Decrease (increase) in prepaid assets | 16,340 | (14,583) | |||
Increase (decrease) accounts payable | 90,803 | 69,529 | |||
Increase (decrease) accrued expenses | 4,417 | 3,839 | |||
Net cash used in operating activities | (773,306) | (536,398) | |||
Proceeds received from exercise of warrants | 0 | 10,000 | |||
Proceeds received on capital contributions | $ 745,000 | 267,500 | 217,500 | 745,000 | 482,315 |
Proceeds received from note payable, SBA loan | 0 | 150,000 | |||
Net cash provided by financing activities | 745,000 | 642,315 | |||
NET CHANGE IN CASH | (32,159) | 105,917 | |||
CASH AT BEGINNING OF PERIOD | 40,321 | 2,086 | |||
CASH AT END OF PERIOD | $ 8,162 | 108,003 | 8,162 | 108,003 | |
Interest paid | 124 | 15,100 | |||
Income taxes paid | 0 | 0 | |||
Fair value of common stock issued on settlement of 3(a)(10) debts | 649,059 | 6,904,338 | |||
Originally Reported [Member] | |||||
Net loss | (1,703,963) | (13,862,650) | |||
Loss on mark-to-market fair value adjustment of settlements payable | 13,331,550 | ||||
Common stock warrants issued for services | 20,612 | ||||
Decrease (increase) in prepaid assets | (14,583) | ||||
Increase (decrease) accounts payable | (15,166) | ||||
Increase (decrease) accrued expenses | 3,839 | ||||
Net cash used in operating activities | (536,398) | ||||
Proceeds received from exercise of warrants | 10,000 | ||||
Proceeds received on capital contributions | 482,315 | ||||
Proceeds received from note payable, SBA loan | 150,000 | ||||
Net cash provided by financing activities | 642,315 | ||||
NET CHANGE IN CASH | 105,917 | ||||
CASH AT BEGINNING OF PERIOD | 40,321 | 2,086 | |||
CASH AT END OF PERIOD | 108,003 | 108,003 | |||
Interest paid | 15,100 | ||||
Income taxes paid | 0 | ||||
Fair value of common stock issued on settlement of 3(a)(10) debts | 6,904,338 | ||||
Revision of Prior Period, Adjustment [Member] | |||||
Net loss | 1,474,329 | 13,246,855 | |||
Loss on mark-to-market fair value adjustment of settlements payable | (13,331,550) | ||||
Common stock warrants issued for services | 0 | ||||
Decrease (increase) in prepaid assets | 0 | ||||
Increase (decrease) accounts payable | 84,695 | ||||
Increase (decrease) accrued expenses | 0 | ||||
Net cash used in operating activities | 0 | ||||
Proceeds received from exercise of warrants | 0 | ||||
Proceeds received on capital contributions | 0 | ||||
Proceeds received from note payable, SBA loan | 0 | ||||
Net cash provided by financing activities | 0 | ||||
NET CHANGE IN CASH | 0 | ||||
CASH AT BEGINNING OF PERIOD | 0 | 0 | |||
CASH AT END OF PERIOD | 0 | 0 | |||
Interest paid | 0 | ||||
Income taxes paid | 0 | ||||
Fair value of common stock issued on settlement of 3(a)(10) debts | 0 | ||||
Restated [Member] | |||||
Net loss | (229,634) | (615,795) | |||
Loss on mark-to-market fair value adjustment of settlements payable | 0 | ||||
Common stock warrants issued for services | 20,612 | ||||
Decrease (increase) in prepaid assets | (14,583) | ||||
Increase (decrease) accounts payable | 69,529 | ||||
Increase (decrease) accrued expenses | 3,839 | ||||
Net cash used in operating activities | (536,398) | ||||
Proceeds received from exercise of warrants | 10,000 | ||||
Proceeds received on capital contributions | 482,315 | ||||
Proceeds received from note payable, SBA loan | 150,000 | ||||
Net cash provided by financing activities | 642,315 | ||||
NET CHANGE IN CASH | 105,917 | ||||
CASH AT BEGINNING OF PERIOD | $ 40,321 | 2,086 | |||
CASH AT END OF PERIOD | $ 108,003 | 108,003 | |||
Interest paid | 15,100 | ||||
Income taxes paid | 0 | ||||
Fair value of common stock issued on settlement of 3(a)(10) debts | $ 6,904,338 |
Convertible Judgments Payable_2
Convertible Judgments Payable and Contingent Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
May 07, 2014 | Nov. 25, 2014 | Apr. 30, 2022 | Feb. 18, 2022 | Jul. 31, 2021 | |
Shares issued in satisfaction of obligation | 486,850,070 | ||||
Issuance of aggregate common shares | 392,732,957 | ||||
Legal court settlement description | Order, including any obligation to issue the 486,850,070 shares … and …. to receive shares in any of the other Issuers is hereby extinguished. The 19,438,077 shares, which Halberd was obligated to issue SCI shall increase to 321,943,143, to reflect the corresponding decrease in its share price. | ||||
Outstanding balance amount as per judgement | $ 30,449 | ||||
Common stock conversion price per share | $ 0.00035 | ||||
Shares issued in satisfaction of obligation amount | $ 82,231 | ||||
Balance outstanding converted into common stock shares | 86,998,604 | ||||
Common stock amount divided into shares, price per share | $ 0.00063 | ||||
Payment for legal settlement, amount | $ 279,447 | ||||
Accrued liability | $ 9,717 | $ 5,300 | |||
Balance outstanding on legal settlement | $ 176,485 | ||||
SCI | |||||
Shares issued in satisfaction of obligation | 19,438,077 | ||||
Increase number of shares issued in satisfaction of obligation | 321,943,143 | ||||
Common stock amount divided into shares, amount | $ 112,680 | ||||
Common stock amount divided into shares, shares | 321,943,143 | ||||
Common stock amount divided into shares, price per share | $ 0.00035 | ||||
Case No. 13 L 00000668 | |||||
Shares issued in satisfaction of obligation | 162,588,671 | ||||
Balance outstanding converted into common stock shares | 278,690,243 | ||||
Common stock amount divided into shares, price per share | $ 0.00063 | ||||
Payment for legal settlement, amount | $ 279,447 | ||||
Common Stock shares issued for settlement | 441,278,914 | ||||
Balance outstanding on legal settlement | $ 176,485 | ||||
Case No. 14 L 825 | |||||
Shares issued in satisfaction of obligation | 19,438,077 | ||||
Payment for legal settlement, amount | $ 2,822,209 | ||||
Common Stock shares issued for settlement | 486,850,070 | ||||
Common stock, shares issued price per shares | $ 0.0057969 | ||||
Accrued liability | $ 112,680 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 |
Assets | ||||
Cash | $ 8,162 | $ 40,321 | $ 108,003 | $ 2,086 |
Total assets | 18,391 | 63,352 | ||
Note payable, SBA loan | 150,000 | 150,000 | ||
Total liabilities | 634,464 | 548,710 | ||
Level 2 | ||||
Assets | ||||
Cash | 0 | 0 | ||
Total assets | 0 | 0 | ||
Convertible judgments payable | 6,582,399 | 15,591,498 | ||
Note payable, SBA loan | 150,000 | 150,000 | ||
Total liabilities | 6,732,399 | 15,741,498 | ||
Fair value assets and liabilities | (6,732,399) | (15,741,498) | ||
Level 3 | ||||
Assets | ||||
Cash | 0 | 0 | ||
Total assets | 0 | 0 | ||
Convertible judgments payable | 0 | 0 | ||
Note payable, SBA loan | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Fair value assets and liabilities | 0 | 0 | ||
Level 1 | ||||
Assets | ||||
Cash | 8,162 | 40,321 | ||
Total assets | 8,162 | 40,321 | ||
Convertible judgments payable | 0 | 0 | ||
Note payable, SBA loan | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Fair value assets and liabilities | $ 8,162 | $ 40,321 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 1) - Level 2 - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Convertible judgments payable | $ 6,582,399 | $ 15,591,498 |
Historical value of convertible judgments payable on balance sheets | 206,935 | 216,400 |
Total | $ 6,375,464 | $ 15,375,098 |
Note Payable, SBA Loan (Details
Note Payable, SBA Loan (Details) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Note payable, SBA loan | $ 150,000 | $ 150,000 |
Coronavirus Aid, Relief, and Economic Security Act | ||
Note payable, SBA loan | $ 150,000 | $ 150,000 |
Note Payable, SBA Loan (Detai_2
Note Payable, SBA Loan (Details Narrative) - USD ($) | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Note Payable, SBA Loan | ||
Interest expense on notes payable | $ 4,417 | $ 3,839 |
Changes in Stockholders' Equi_2
Changes in Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 27, 2022 | Feb. 21, 2022 | Feb. 18, 2022 | Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Jul. 31, 2021 | |
Common Stock Issued in Satisfaction of Judgments Payable, shares | 27,044,110 | |||||||
Common Stock Issued in Satisfaction of Judgments Payable, amount | $ 9,466 | |||||||
Common Stock Issued in Satisfaction of Judgments Payable, per share | $ 0.00035 | |||||||
Common stock, shares cancelled | 25,015,740 | |||||||
Proceeds received on capital contributions | $ 745,000 | $ 267,500 | $ 217,500 | $ 745,000 | $ 482,315 | |||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | |||||
Common stock, shares issued | 513,650,338 | 513,650,338 | 511,621,968 | |||||
Common stock, shares outstanding | 513,650,338 | 513,650,338 | 511,621,968 | |||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | |||||
10000000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | |||||
10000000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, designated | 10,000,000 | 10,000,000 | ||||||
Preferred stock, designated remaining shares | 15,000,000 | 15,000,000 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jan. 15, 2022 | Dec. 15, 2021 | Dec. 05, 2021 | Apr. 24, 2022 | Jan. 22, 2022 | Apr. 30, 2022 | |
Warrants to purchase common stock shares | 485,850,000 | |||||
Weighted average strike price | $ 0.01 | |||||
Amended Warrants [Member] | ||||||
Warrants to purchase common stock shares | 250,000 | |||||
Warrants exercisable price per share | $ 0.0188 | |||||
Warrants term | ten-year | |||||
Weighted average volatility rate | 300% | |||||
Weighted average call option, price per share | $ 0.0188 | |||||
Weighted average call option value | $ 4,696 | |||||
Warrants to purchase common stock shares, cancelled | 250,000 | |||||
Warrants to purchase common stock shares cancelled, exercisable price per share | $ 0.0235 | |||||
Warrants Granted for Services [Member] | ||||||
Warrants to purchase common stock shares | 10,000,000 | 1,000,000 | 10,000,000 | 1,000,000 | 750,000 | |
Warrants exercisable price per share | $ 0.0206 | $ 0.0175 | $ 0.0188 | $ 0.019 | $ 0.0196 | |
Warrants term | ten-year | ten-year | ten-year | ten-year | ten-year | |
Weighted average volatility rate | 293% | 297% | 300% | 239% | 292% | |
Weighted average call option, price per share | $ 0.0206 | $ 0.0175 | $ 0.0188 | $ 0.0188 | $ 0.0196 | |
Weighted average call option value | $ 205,788 | $ 17,484 | $ 187,853 | $ 18,768 | $ 14,685 | |
Warrants Granted for Services one [Member] | ||||||
Warrants to purchase common stock shares | 1,000,000 | 500,000 | ||||
Warrants exercisable price per share | $ 0.0188 | $ 0.019 | ||||
Warrants term | ten-year | ten-year | ||||
Weighted average volatility rate | 300% | 239% | ||||
Weighted average call option, price per share | $ 0.0188 | $ 0.0188 | ||||
Weighted average call option value | $ 18,785 | $ 9,384 | ||||
Warrants Granted for Services Two [Member] | ||||||
Warrants to purchase common stock shares | 350,000 | |||||
Warrants exercisable price per share | $ 0.0188 | |||||
Warrants term | ten-year | |||||
Weighted average volatility rate | 300% | |||||
Weighted average call option, price per share | $ 0.0188 | |||||
Weighted average call option value | $ 6,575 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 826,350 | $ 640,500 |
Net deferred tax assets before valuation allowance | 826,350 | 640,500 |
Less: Valuation allowance | (826,350) | (640,500) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jul. 31, 2021 | |
Income Taxes | ||
Federal and state statutory rate | 21% | 21% |
Change in valuation allowance on deferred tax assets | (21.00%) | (21.00%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Apr. 30, 2022 USD ($) |
Income Taxes | |
Federal net operating loss carry forwards | $ 3,935,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
May 04, 2016 | May 07, 2014 | Apr. 29, 2016 | Nov. 25, 2014 | Apr. 30, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Sep. 02, 2020 | |
Outstanding balance amount as per judgement | $ 30,449 | |||||||
Common stock conversion price per share | $ 0.00035 | |||||||
Aggregate market value of judgments payable in common stock | $ 6,582,399 | $ 16,876,585 | ||||||
Closing stock price per share | $ 0.018 | $ 0.039 | ||||||
Government assistance amount | $ 112,680 | $ 2,822,209 | $ 2,934,889 | |||||
Balance outstanding amount converted into common stock shares | $ 278,690,243 | |||||||
Research agreement description | The Research Agreement, which terminates on November 30, 2022, calls for monthly payments of $50,000, not to exceed $1,371,782. | |||||||
Aggregate payment paid by company | $ 521,782 | |||||||
Agreement leaving amount | $ 850,000 | |||||||
Balance outstanding converted into common stock shares | 86,998,604 | |||||||
Payment for legal settlement, amount | $ 279,447 | |||||||
Balance outstanding on legal settlement | $ 176,485 | |||||||
Common stock, conversion price per shares | $ 0.00063 | |||||||
Epidemiological Solutions Corporation | ||||||||
Contributed Capital amount paid | $ 889,782 | |||||||
Contributed capital amount, first payment | $ 21,782 | |||||||
Monthly payments pursuant to sponsored research agreement | $ 50,000 | |||||||
Maximum monthly payments pursuant to sponsored research agreement | $ 1,371,782 | |||||||
Research Agreement, terminate date | Nov. 30, 2022 | |||||||
Monthly payment | $ 50,000 | |||||||
Fund for research and development endeavors | $ 2,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||
Aug. 02, 2022 | Jul. 22, 2022 | Jun. 01, 2022 | May 05, 2022 | |
Exercised warrants to purchase shares of common stock | 10,000,000 | |||
Issuance of of common stock shares | 4,252,874 | |||
Captial contribution | $ 50,000 | |||
Shares cancelled | 2,028,370 | |||
Consultant [Member] | ||||
Exercised warrants to purchase shares of common stock | 250,000 | |||
Warrants exercise price | $ 0.0128 | |||
Warrants execrable period | 10 years |