Document And Entity Information
Document And Entity Information | 9 Months Ended |
Jul. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | HOME BISTRO, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001489588 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | |||
Cash | $ 71,613 | $ 2,275,397 | $ 447,354 |
Inventory | 47,134 | 16,020 | |
Prepaid expenses and other current assets | 108,982 | 80,641 | 28,588 |
Note receivable | 5,000 | ||
Total Current Assets | 227,729 | 2,372,058 | 480,942 |
OTHER ASSETS: | |||
Property and equipment, net | 101,527 | 130,970 | 2,728 |
Finance lease right-of-use assets, net | 130,888 | 181,015 | |
Operating lease right-of-use assets, net | 182,878 | 268,509 | |
Intangible assets, net | 2,550,479 | 3,225,361 | |
Deposits | 10,000 | 10,000 | |
Goodwill | 1,809,357 | 1,809,357 | |
Total Assets | 5,012,858 | 7,997,270 | 483,670 |
CURRENT LIABILITIES: | |||
Accounts payable | 873,093 | 568,302 | 352,466 |
LONG-TERM LIABILITIES: | |||
Common stock repurchase obligation - long-term portion | 1,300,000 | ||
Accrued expenses and other liabilities | 169,985 | 181,037 | 126,273 |
Preferred stock value | |||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 42,740,581 and 35,152,623 shares issued and outstanding as of July 31, 2022 and October 31, 2021, respectively | 42,741 | 35,152 | |
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 35,152,623 and 19,123,768 shares issued and outstanding as of October 31, 2021 and December 31, 2020, respectively | 35,152 | 19,123 | |
Additional paid-in capital | 31,530,170 | 25,198,035 | 4,399,272 |
Deferred compensation | (237,603) | (1,374,219) | |
Accumulated deficit | (29,951,604) | (19,135,664) | (6,333,389) |
Total Stockholders’ Equity | 1,383,704 | 4,723,304 | (1,914,994) |
Liabilities to be settled with common stock | 209,688 | ||
Convertible notes payable, net of debt discount and put premium | 713,916 | 550,638 | 141,476 |
Convertible notes payable - related party, net of debt discount | 30,172 | ||
Notes payable - current portion | 17,198 | 15,361 | 20,068 |
Advances payable | 243,564 | 101,945 | 78,497 |
Derivative liabilities | 153,206 | 86,884 | 180,029 |
Unredeemed gift cards | 234,632 | 164,912 | 48,311 |
Financing lease liability - current portion | 66,926 | 62,210 | |
Operating lease liabilities - current portion | 86,699 | 101,431 | |
Common stock repurchase obligations | 605,203 | 618,275 | |
Total Current Liabilities | 3,164,422 | 2,690,855 | 947,120 |
Financing lease liability - long-term portion | 73,935 | 124,649 | |
Operating lease liability- long-term portion | 101,095 | 166,923 | |
Notes payable - long-term portion | 289,702 | 291,539 | 151,544 |
Total Long-Term Liabilities | 464,732 | 583,111 | |
Total Liabilities | 3,629,154 | 3,273,966 | 2,398,664 |
Commitments and contingency (Note 12) | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total Liabilities and Stockholders’ Equity | $ 5,012,858 | 7,997,270 | 483,670 |
Convertible Series B Preferred stock | |||
LONG-TERM LIABILITIES: | |||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 42,740,581 | 35,152,623 | 19,123,768 |
Common stock, shares outstanding | 42,740,581 | 35,152,623 | 19,123,768 |
Preferred Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Convertible Series B Preferred stock | |||
Preferred Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 500,000 | 500,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Product Sales, net | $ 619,187 | $ 408,821 | $ 2,164,248 | $ 1,135,872 | $ 1,644,208 | $ 1,335,859 |
Cost of Sales | 707,346 | 371,118 | 2,069,942 | 951,440 | 1,447,901 | 873,289 |
Gross Profit | (88,159) | 37,703 | 94,306 | 184,432 | 196,307 | 462,570 |
Operating Expenses: | ||||||
Operating Loss from Continuing Operations | (11,887,659) | (1,304,330) | ||||
Compensation and related expenses | 273,348 | 111,406 | 1,265,025 | 277,228 | 3,338,022 | 547,940 |
Professional and consulting expenses | 371,451 | 756,886 | 3,439,253 | 1,279,609 | 2,979,610 | 434,450 |
Professional and consulting expenses - related party | 57,500 | 117,500 | 1,366,507 | |||
Product development expense | 99,063 | 370,677 | 3,036,286 | 360,000 | ||
Selling and marketing expenses | 368,344 | 96,732 | 956,413 | 307,980 | 835,723 | 226,428 |
General and administrative expenses | 394,032 | 108,779 | 1,229,076 | 262,523 | 527,818 | 198,082 |
Settlement expense | 365,140 | 365,140 | ||||
Total Operating Expenses | 1,928,878 | 1,073,803 | 7,743,084 | 2,127,340 | 12,083,966 | 1,766,900 |
Loss from Operations | (2,017,037) | (1,036,100) | (7,648,778) | (1,942,908) | ||
Other Income (Expense): | ||||||
Interest expense, net | (259,085) | (437,186) | (644,571) | (908,528) | (1,245,873) | (19,924) |
Change in fair value of derivative liabilities | (11,553) | 81,107 | 55,855 | 263,428 | 289,874 | 32,315 |
Gain on extinguishment of debt | 7,075 | 33,704 | 26,629 | 7,075 | ||
Gain on forgiveness of debt | 14,754 | |||||
Other income | 5,000 | |||||
Gain on extinguishment of accounts payable | 7,679 | 14,754 | ||||
Total Other Expense, net | (270,638) | (341,325) | (588,716) | (596,642) | (914,616) | 24,466 |
Loss from Continuing Operations | (12,802,275) | (1,279,864) | ||||
Discontinued Operations: | ||||||
Income from Disposal of Discontinued Operations Before Provision for Income Taxes | 38,203 | |||||
Income from Discontinued Operations | 38,203 | |||||
Net Loss | (2,287,675) | (1,377,425) | (8,237,494) | (2,539,550) | $ (12,802,275) | $ (1,241,661) |
BASIC AND DILUTED LOSS PER COMMON SHARE: | ||||||
Continuing operations - basic and diluted (in Dollars per share) | $ (0.56) | $ (0.07) | ||||
Discontinued operations - basic (in Dollars per share) | 0 | 0 | ||||
Discontinued operations - diluted (in Dollars per share) | $ 0 | $ 0 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||
Basic (in Shares) | 23,062,353 | 17,393,644 | ||||
Diluted (in Shares) | 23,062,353 | 17,393,644 | ||||
Deemed Dividend | (2,578,446) | (2,578,446) | ||||
Net Loss Attributable to Common Shareholders | $ (4,866,121) | $ (1,377,425) | $ (10,815,940) | $ (2,539,550) | ||
Basic and diluted (in Dollars per share) | $ (0.12) | $ (0.06) | $ (0.28) | $ (0.12) | ||
Basic and diluted (in Shares) | 41,891,630 | 22,619,862 | 38,951,375 | 20,577,274 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Compensation and related expenses includes of stock based compensation | $ 374,560 | $ 24,750 | $ 2,871,721 | |||
Professional and consulting expenses includes of stock based compensation | 2,243,589 | 600,000 | 1,862,709 | |||
Professional and consulting expenses related party includes of stock based compensation | 27,500 | 1,356,507 | ||||
Product development expense includes and of stock based compensation | $ 370,677 | $ 0 | $ 3,036,286 | $ 360,000 | ||
Basic and diluted (in Dollars per share) | $ (0.12) | $ (0.06) | $ (0.28) | $ (0.12) | ||
Basic and diluted (in Shares) | 41,891,630 | 22,619,862 | 38,951,375 | 20,577,274 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Deferred Compensation | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 13,105 | $ 4,806,944 | $ (5,091,728) | $ (271,679) | ||
Balance (in Shares) at Dec. 31, 2019 | 13,104,561 | |||||
Accretion of stock-based compensation | 213,841 | 213,841 | ||||
Common stock issued for cash | $ 1 | 75,005 | 75,006 | |||
Common stock issued for cash (in Shares) | 1,492 | |||||
Warrant issued for cash | 25,000 | 25,000 | ||||
Common stock issued for services | $ 3,999 | 234,269 | 238,268 | |||
Common stock issued for services (in Shares) | 3,999,085 | |||||
Recapitalization of the Company | $ 250 | $ 1,899 | (196,873) | (194,724) | ||
Recapitalization of the Company (in Shares) | 250,000 | 1,899,094 | ||||
Common stock repurchase obligation (see Note 3) | (1,300,000) | (1,300,000) | ||||
Disposal of a component with related party (see Note 3) | $ (250) | 131,471 | 131,221 | |||
Disposal of a component with related party (see Note 3) (in Shares) | (250,000) | |||||
Warrant issued pursuant to an agreement | 360,000 | 360,000 | ||||
Warrant issued for services | 11,471 | 11,471 | ||||
Common stock issued with convertible debt | $ 119 | 38,144 | 38,263 | |||
Common stock issued with convertible debt (in Shares) | 119,535 | |||||
Net loss | (1,241,661) | (1,241,661) | ||||
Balance at Dec. 31, 2020 | $ 19,123 | 4,399,272 | (6,333,389) | (1,914,994) | ||
Balance (in Shares) at Dec. 31, 2020 | 19,123,768 | |||||
Balance at Oct. 31, 2020 | $ 19,004 | 4,349,657 | (6,238,085) | (1,869,424) | ||
Balance (in Shares) at Oct. 31, 2020 | 19,004,232 | |||||
Common stock issued as commitment fee | $ 149 | 61,584 | 61,733 | |||
Common stock issued as commitment fee (in Shares) | 148,920 | |||||
Common stock warrant issued for professional services | 11,471 | 11,471 | ||||
Net loss | (142,936) | (142,936) | ||||
Balance at Jan. 31, 2021 | $ 19,153 | 4,422,712 | (6,381,021) | (1,939,156) | ||
Balance (in Shares) at Jan. 31, 2021 | 19,153,152 | |||||
Balance at Oct. 31, 2020 | $ 19,004 | 4,349,657 | (6,238,085) | (1,869,424) | ||
Balance (in Shares) at Oct. 31, 2020 | 19,004,232 | |||||
Net loss | (2,539,550) | |||||
Balance at Jul. 31, 2021 | $ 25,052 | 9,816,472 | (1,200,000) | (8,777,635) | (136,111) | |
Balance (in Shares) at Jul. 31, 2021 | 25,053,067 | |||||
Balance at Dec. 31, 2020 | $ 19,123 | 4,399,272 | (6,333,389) | (1,914,994) | ||
Balance (in Shares) at Dec. 31, 2020 | 19,123,768 | |||||
Common stock and common stock warrants issued as commitment fee | 156,926 | 156,926 | ||||
Common stock issued for acquisition | $ 2,008 | 2,026,385 | 2,028,393 | |||
Common stock issued for acquisition (in Shares) | 2,008,310 | |||||
Common stock issued for asset acquisition transaction (see Note 4) | $ 4,267 | 5,585,067 | 5,589,334 | |||
Common stock issued for asset acquisition transaction (see Note 4) (in Shares) | 4,266,667 | |||||
Common stock issued for cash | $ 6,112 | 4,362,684 | 4,368,796 | |||
Common stock issued for cash (in Shares) | 6,112,993 | |||||
Common stock issued for services and prepaid services | $ 2,100 | 3,967,116 | (750,000) | 3,219,216 | ||
Common stock issued for services and prepaid services (in Shares) | 2,100,000 | |||||
Common stock issued as commitment fee | $ 854 | 417,700 | 418,554 | |||
Common stock issued as commitment fee (in Shares) | 853,385 | |||||
Common stock issued as stock-based compensation | $ 125 | 156,625 | 156,750 | |||
Common stock issued as stock-based compensation (in Shares) | 125,000 | |||||
Common stock warrant issued as stock-based compensation | 2,714,971 | 2,714,971 | ||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 681,726 | 681,726 | ||||
Common stock issued for product development agreements | $ 450 | 577,050 | (508,281) | 69,219 | ||
Common stock issued for product development agreements (in Shares) | 450,000 | |||||
Common stock issued pursuant to lock-up agreements | $ 113 | 152,513 | (115,938) | 36,688 | ||
Common stock issued pursuant to lock-up agreements (in Shares) | 112,500 | |||||
Net loss | (12,802,275) | (12,802,275) | ||||
Balance at Oct. 31, 2021 | $ 35,152 | 25,198,035 | (1,374,219) | (19,135,664) | 4,723,304 | |
Balance (in Shares) at Oct. 31, 2021 | 35,152,623 | |||||
Balance at Jan. 31, 2021 | $ 19,153 | 4,422,712 | (6,381,021) | (1,939,156) | ||
Balance (in Shares) at Jan. 31, 2021 | 19,153,152 | |||||
Common stock warrant issued for stock based compensation | $ 25 | 24,725 | 24,750 | |||
Common stock warrant issued for stock based compensation (in Shares) | 25,000 | |||||
Common stock and common stock warrants issued as commitment fee | $ 450 | 299,826 | 300,276 | |||
Common stock and common stock warrants issued as commitment fee (in Shares) | 450,000 | |||||
Common stock issued for services and prepaid services | $ 2,000 | 1,798,000 | (1,650,000) | 150,000 | ||
Common stock issued for services and prepaid services (in Shares) | 2,000,000 | |||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 145,634 | 145,634 | ||||
Net loss | (1,019,189) | (1,019,189) | ||||
Balance at Apr. 30, 2021 | $ 21,628 | 6,690,897 | (1,650,000) | (7,400,210) | (2,337,685) | |
Balance (in Shares) at Apr. 30, 2021 | 21,628,152 | |||||
Common stock and common stock warrants issued as commitment fee | $ 210 | 134,354 | 134,564 | |||
Common stock and common stock warrants issued as commitment fee (in Shares) | 210,000 | |||||
Common stock issued for acquisition | $ 2,008 | 2,026,385 | 2,028,393 | |||
Common stock issued for acquisition (in Shares) | 2,008,310 | |||||
Accretion of stock-based compensation | 450,000 | 450,000 | ||||
Common stock issued for cash | $ 1,206 | 865,564 | 866,770 | |||
Common stock issued for cash (in Shares) | 1,206,605 | |||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 99,272 | 99,272 | ||||
Net loss | (1,377,425) | (1,377,425) | ||||
Balance at Jul. 31, 2021 | $ 25,052 | 9,816,472 | (1,200,000) | (8,777,635) | (136,111) | |
Balance (in Shares) at Jul. 31, 2021 | 25,053,067 | |||||
Balance at Oct. 31, 2021 | $ 35,152 | 25,198,035 | (1,374,219) | (19,135,664) | 4,723,304 | |
Balance (in Shares) at Oct. 31, 2021 | 35,152,623 | |||||
Common stock issued for cash | $ 1,378 | 989,790 | 991,168 | |||
Common stock issued for cash (in Shares) | 1,378,399 | |||||
Common stock issued for services and prepaid services | $ 660 | 785,940 | 87,000 | 873,600 | ||
Common stock issued for services and prepaid services (in Shares) | 660,000 | |||||
Common stock warrant issued for professional services | 36,777 | 36,777 | ||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 93,498 | 93,498 | ||||
Common stock issued for product development agreements | $ 100 | 99,900 | 46,614 | 146,614 | ||
Common stock issued for product development agreements (in Shares) | 100,000 | |||||
Common stock issued pursuant to lock-up agreements | $ 273 | 276,623 | 2,041 | 278,937 | ||
Common stock issued pursuant to lock-up agreements (in Shares) | 272,541 | |||||
Net loss | (2,896,336) | (2,896,336) | ||||
Balance at Jan. 31, 2022 | $ 37,563 | 27,480,563 | (1,238,564) | (22,032,000) | 4,247,562 | |
Balance (in Shares) at Jan. 31, 2022 | 37,563,563 | |||||
Balance at Oct. 31, 2021 | $ 35,152 | 25,198,035 | (1,374,219) | (19,135,664) | 4,723,304 | |
Balance (in Shares) at Oct. 31, 2021 | 35,152,623 | |||||
Net loss | (8,237,494) | |||||
Balance at Jul. 31, 2022 | $ 42,741 | 31,530,170 | (237,603) | (29,951,604) | 1,383,704 | |
Balance (in Shares) at Jul. 31, 2022 | 42,740,581 | |||||
Balance at Jan. 31, 2022 | $ 37,563 | 27,480,563 | (1,238,564) | (22,032,000) | 4,247,562 | |
Balance (in Shares) at Jan. 31, 2022 | 37,563,563 | |||||
Common stock warrant issued for stock based compensation | 374,560 | 374,560 | ||||
Common stock issued for cash | $ 450 | 312,110 | 312,560 | |||
Common stock issued for cash (in Shares) | 449,303 | |||||
Accretion of stock-based professional fees | 663,000 | 663,000 | ||||
Common stock issued for commitment fee included in interest expense | $ 45 | 29,834 | 29,879 | |||
Common stock issued for commitment fee included in interest expense (in Shares) | 45,989 | |||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 19,574 | 19,574 | ||||
Accretion related to common stock issued for product development agreements | 125,000 | 125,000 | ||||
Common stock issued pursuant to lock-up agreements | $ 245 | 277,132 | 113,898 | 391,275 | ||
Common stock issued pursuant to lock-up agreements (in Shares) | 244,207 | |||||
Net loss | (3,053,483) | (3,053,483) | ||||
Balance at Apr. 30, 2022 | $ 38,303 | 28,493,773 | (336,666) | (25,085,483) | 3,109,927 | |
Balance (in Shares) at Apr. 30, 2022 | 38,303,062 | |||||
Common stock issued for cash | $ 105 | 64,659 | 64,764 | |||
Common stock issued for cash (in Shares) | 104,502 | |||||
Common stock issued pursuant to lock-up agreement with related party | $ 25 | 27,475 | 27,500 | |||
Common stock issued pursuant to lock-up agreement with related party (in Shares) | 25,000 | |||||
Common stock issued for cashless exercise and settlement of warrants | $ 3,723 | 2,770,213 | (2,578,446) | 195,490 | ||
Common stock issued for cashless exercise and settlement of warrants (in Shares) | 3,723,017 | |||||
Common stock issued pursuant to settlement agreements | $ 585 | 169,065 | 169,650 | |||
Common stock issued pursuant to settlement agreements (in Shares) | 585,000 | |||||
Repurchase obligation pursuant to stock repurchase agreement | (150,000) | (150,000) | ||||
Relative fair value of warrants issued with convertible debt | 154,985 | 154,985 | ||||
Accretion related to common stock issued for product development agreements | 99,063 | 99,063 | ||||
Net loss | (2,287,675) | (2,287,675) | ||||
Balance at Jul. 31, 2022 | $ 42,741 | $ 31,530,170 | $ (237,603) | $ (29,951,604) | $ 1,383,704 | |
Balance (in Shares) at Jul. 31, 2022 | 42,740,581 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parentheticals) | 10 Months Ended |
Oct. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net cash of issuance cost | $ 215,949 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (8,237,494) | $ (2,539,550) | $ (12,802,275) | $ (1,241,661) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 176,951 | 10,390 | 113,531 | 440 |
Amortization of intangible assets | 674,882 | 8,837 | ||
Common stock and warrants issued for stock-based compensation | 374,560 | 24,750 | 2,871,721 | 213,841 |
Common stock and warrants issued for professional services – related party | 27,500 | 11,471 | 1,356,507 | |
Common stock and warrants issued for services and prepaid services | 1,573,377 | 600,000 | 1,862,709 | 609,739 |
Common stock issued for commitment fee in interest expense | 29,879 | |||
Interest expense related to put premium on stock-settled debt | 83,058 | |||
Common stock and warrants issued for product development | 370,677 | 69,219 | ||
Common stock issued pursuant to lock-up agreements | 670,212 | 36,688 | ||
Common stock issued pursuant an asset acquisition transaction (see Note 4) | 2,969,334 | |||
Gain on extinguishment of debt and accounts payable | (26,629) | (7,075) | ||
Gain on forgiveness of debt | (14,754) | |||
Gain on extinguishment of accounts payable | (7,075) | |||
Gain on extinguishment of debt | (41,241) | |||
Common stock issued for settlement expense | 365,140 | |||
Amortization of debt discount on convertible notes payable and advances payable | 426,495 | 817,922 | 1,012,554 | 7,983 |
Change in fair value of derivative liabilities | (55,855) | (289,351) | (289,874) | (32,315) |
Change in operating assets and liabilities: | ||||
Inventory | (31,114) | (1,566) | 4,743 | |
Prepaid expenses and other current assets | (28,341) | (50,406) | (47,053) | (8,896) |
Accounts payable | 280,791 | 28,955 | 129,389 | 43,980 |
Accrued expense and other liabilities | (113,610) | (73,998) | (55,664) | 102,201 |
Unredeemed gift cards | 69,720 | 19,836 | 29,341 | 37,946 |
Net cash used in operating activities | (3,343,172) | (1,489,863) | (2,771,676) | (273,817) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payment for acquisition of subsidiary | (60,000) | (60,000) | 4,917 | |
Purchases of property and equipment | (11,750) | (127,075) | (167,824) | (3,168) |
Net cash used by investing activities | (11,750) | (187,075) | (227,824) | 1,749 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from sale of common stock, net of issuance costs | 1,368,492 | 866,770 | 4,368,796 | 100,006 |
Proceeds from note payable | 7,000 | 171,612 | ||
Proceeds from convertible notes payable, net of debt discount | 1,647,300 | 1,581,450 | ||
Proceeds from convertible note payable - related party, net of debt discount | 790,500 | 100,000 | 100,000 | |
Proceeds from advances payable | 322,502 | 274,040 | 332,900 | 140,840 |
Payment on stock repurchase agreement | (50,000) | |||
Repayment of convertible notes payable | (998,054) | (652,667) | (1,195,920) | 384,100 |
Repayment of note payable - in default | (3,738) | |||
Repayments of advance payable | (219,233) | (186,654) | (312,752) | (80,535) |
Repayment of convertible notes payable - related party | (63,069) | (46,931) | ||
Net cash provided by financing activities | 1,151,138 | 2,055,789 | 4,827,543 | 712,285 |
Net change in cash | (2,203,784) | 378,851 | 1,828,043 | 440,217 |
Cash - beginning of period | 2,275,397 | 57,082 | 447,354 | 7,137 |
Cash - end of period | 71,613 | 435,933 | 2,275,397 | 447,354 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest | 61,780 | 55,198 | 159,909 | 7,670 |
Income taxes | ||||
Non-cash investing and financing activities: | ||||
Initial amount of ROU asset and related liability | 460,987 | 540,041 | 32,444 | |
Termination of the ROU asset and related liability | 27,843 | |||
Disposal of a component with related party | 131,221 | |||
Repurchase obligation pursuant to the Put Option Agreement | 1,300,000 | |||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 113,072 | 244,906 | 681,725 | |
Common stock and common stock warrants issued as commitment fee in connection with convertible notes payable, recorded as debt discount | 494,165 | 418,554 | 38,263 | |
Warrants issued as commitment fee in connection with convertible notes payable | 156,926 | |||
Liabilities to be settled with common stock in connection with convertible notes payable | 209,688 | |||
Fair value of true-up shares in connection with the commitment fee | 244,213 | |||
Initial derivative liability recorded in connection with convertible notes payable | 122,177 | 419,838 | 223,358 | 212,344 |
Fair value of common stock issued for an asset acquisition transaction (see Note 4) | 2,620,000 | |||
Increase in debt discount for relative fair value of warrants | 154,985 | |||
Increase in stock repurchase obligation and reduction of additional paid-in capital pursuant to settlement agreement | 150,000 | |||
Net Assets and Liabilities Assumed in Acquisition: | ||||
Cash | 4,917 | |||
Prepaid expenses and other assets | 241 | 241 | 9,776 | |
Inventory | 20,763 | 20,763 | ||
Operating right-of-use asset | 76,136 | 76,136 | 32,444 | |
Computer software | 66,198 | 66,198 | ||
Customer relationships | 43,000 | 43,000 | ||
Trademark | 505,000 | 505,000 | ||
Goodwill | 1,749,357 | 1,809,357 | ||
Accounts payable and accrued liabilities | (203,348) | (203,348) | (209,417) | |
Operating right-of-use liability | (79,054) | (79,054) | (32,444) | |
Note Payable | (149,900) | (149,900) | ||
Net assets acquired (liabilities assumed) | $ 2,028,393 | $ 2,088,393 | $ (194,724) |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Home Bistro, Inc. (formerly known as Gratitude Health, Inc.) (the “Company”) was incorporated in the State of Nevada on December 17, 2009. Effective March 23, 2018, the Company changed its name from Vapir Enterprises Inc. to Gratitude Health, Inc. On September 14, 2020, the Company changed its name from Gratitude Health, Inc. to Home Bistro, Inc. The Company is in the business of providing prepackaged and prepared meals to consumers focused on offering a broad array of the highest quality meal delivery, and preparation services. The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could result in additional disruptions or delays in shipments of Home Bistro’s products. To date, the Company has been able to avoid layoffs and furloughs of employees. The Company is not able to estimate the duration of the pandemic and potential impact on the business if disruptions or delays in shipments of product occur. To date, the Company is not aware of any such disruptions. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. The Company has applied for and received certain financial assistance under the Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) enacted in March 2020 by the U.S. Government in response to COVID-19 (see Note 6). On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, LLC (“Model Meals”), acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 3) and were paid $60,000 in cash. In January 2022, the Company’s board of directors and management changed the Company’s fiscal year end from December 31 st st | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Home Bistro, Inc. (formerly known as Gratitude Health, Inc.) (the “Company”) was incorporated in the State of Nevada on December 17, 2009. On September 14, 2020, the Company changed its name from Gratitude Health, Inc. to Home Bistro, Inc. The Company is in the business of providing prepackaged and prepared meals to consumers focused on offering a broad array of the highest quality meal delivery, and preparation services. The Company’s primary former operations were in the business of manufacturing, selling, and marketing functional RTD (Ready to Drink) beverages sold under the Company’s trademark (the “RTD Business”). The RTD Business was disposed on September 25, 2020 as discussed below. On April 7, 2020, the Board of Directors of the Company approved the increase of the authorized shares of the common stock to 1,000,000,000 from 600,000,000 (see Note 12). On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company (“Merger Sub”), and Home Bistro, Inc., a privately-held Delaware corporation formed on April 9, 2013, engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation) and now wholly-owned subsidiary of the Company (“Home Bistro Holdings”) (see Note 3), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger (the “Merger”). Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020 (see Note 3). On April 20, 2020, pursuant to the terms of the Merger Agreement, Roy G. Warren, Jr., Mike Edwards, and Bruce Zanca resigned as directors of the Company and Roy G. Warren, Jr. resigned as Chief Operating Officer of the Company. The resignations were not the result of any disagreement related to the Company’s operations, policies, or practices. Furthermore, on April 20, 2020, Mr. Zalmi Duchman, the Chief Executive Officer of Home Bistro Holdings, Michael Finkelstein and Michael Novielli were appointed as directors of the Company. In addition, Mr. Duchman was appointed Chief Executive Officer. The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger and approximately 51% of voting control. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business, this transaction was accounted for as a reverse recapitalization effected by a share exchange of Home Bistro Holdings. The consolidated financial statements are those of Home Bistro Holdings (the accounting acquirer) prior to the Merger and include the activity of the Company (the accounting acquiree) from the date of the Merger (see Note 3). On September 14, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect (i) a 1 for 31.993 reverse stock split of its common stock, par value $0.001 per share, with fractional shares rounding up to the nearest whole share (the “Reverse Stock Split”), and (ii) the change of the Company’s name from “Gratitude Health, Inc.” to “Home Bistro, Inc.”. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split (see Note 12). On September 14, 2020, the Financial Industry Regulatory Authority approved the Company’s symbol change from “GRTD” to “HBIS”, effective twenty (20) business days from the approval date. On September 25, 2020, the Company entered into, and closed the transactions contemplated by, that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, Gratitude Keto Holdings, Inc., a Florida corporation (the “Buyer” or “Gratitude Keto”), and the holder of 250,000 of the Company’s issued and outstanding shares of Series B Preferred Stock, $0.001 par value per share (such stock, the “Series B Preferred Stock”, and such stockholder, the “Stockholder”). Pursuant to the Asset Purchase Agreement, among other things, the Company agreed to sell to the Buyer all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD Business, and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. Furthermore, in connection with the Asset Purchase Agreement, the Buyer returned the 250,000 shares of Series B Preferred Stock held by the Stockholder which was then cancelled by the Company upon return. As a result, the Company has no outstanding shares of preferred stock. Additionally, the RTD Business activities were reclassified and reported as part of “discontinued operations” for all periods presented on the consolidated statements of operations. In addition, the Company assumed an accounts payable liability in the amount of $14,000 related to accounting expenses of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for the accounting expenses in amount of $14,000, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note bears an interest rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through maturity (see Note 3). The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could result in additional disruptions or delays in shipments of Home Bistro’s products. To date, the Company has been able to avoid layoffs and furloughs of employees. The Company is not able to estimate the duration of the pandemic and potential impact on the business if disruptions or delays in shipments of product occur. To date, the Company is not aware of any such disruptions. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. The Company has applied for and received certain financial assistance under the Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) enacted in March 2020 by the U.S. Government in response to COVID-19 (see Note 7). On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, LLC (“Model Meals”), acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock and were paid $60,000 in cash. Pursuant to the Acquisition, the Company issued 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 3). In December 2021, the Company’s board of directors and management changed the Company’s fiscal year end from December 31 st st |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the unaudited consolidated financial statements of the Company and its active wholly owned subsidiaries, Home Bistro Holdings, Inc. and Model Meals LLC (acquired on July 6, 2021) for the period ending July 31, 2022. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending October 31, 2022. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report, due to our change in fiscal year end, on Form 10-KT filed with the SEC on January 31, 2022. Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended July 31, 2022, the Company had a net loss and cash used in operations of $8,237,494 and $3,343,172, respectively. On July 31, 2022, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $(29,951,604), $1,383,704 and $(2,936,693), respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s primary source of operating funds has primarily from the sale of common stock and the issuance of convertible debt notes. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of July 31, 2022 and October 31, 2021 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. Cash For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On July 31, 2022 and October 31, 2021, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of July 31, 2022 and October 31, 2021, the bank balance was in excess of FDIC insured levels by approximately $0 and $2,025,000, respectively. The Company has not experienced any losses in such accounts through July 31, 2022. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on July 31, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis include embedded conversion options in convertible debt (see Note 4) and were as follows on July 31, 2022 and October 31, 2021: July 31, 2022 October 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 153,206 $ — $ — $ 86,884 A roll forward of the level 3 valuation financial instruments is as follows: Nine Months Ended (Unaudited) Balance on October 31, 2021 $ 86,884 Increase in derivative liabilities included in debt discount 122,177 Change in fair value of derivative liabilities (55,855 ) Balance on July 31, 2022 $ 153,206 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase prices over the fair value of nets assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Goodwill and indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial performance. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the nine months ended July 31, 2022. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets including intangible assets with finite life, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of July 31, 2022 and October 31, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed. Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two to three years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Model meals, the Company’s wholly-owned subsidiary, does not have sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are recorded as a liability upon issuance and revenue when used. Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $411,380 and $152,070 for the nine months ended July 31, 2022 and 2021, respectively. Shipping and handling costs charged to customers are included in product sales. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Advertising Costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $940,580 and $307,980 for the nine months ended July 31, 2022 and 2021, respectively, which are presented on the accompanying unaudited consolidated statements of operations as selling and marketing expenses. Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the nine months ended July 31, 2022, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of July 31, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss and included the following: July 31, 2022 2021 Common Stock Equivalents: Stock Warrants 17,750,156 12,071,461 Convertible Notes 7,821,102 1,512,844 Total 25,571,258 13,584,305 Concentration Risk The Company purchased approximately 100% of its food products from one vendor during the nine months ended July 31, 2021. The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of July 31, 2021, the Company had no accounts payable balance to this vendor. During the nine months ended July 31, 2022, the Company had two kitchen facilities located at Pembroke Pines, FL 33009 and Santa Ana, CA. The Company started producing and packaging its food products at these locations in addition to purchasing food products from other vendors which mitigated this concentration risk. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 effective November 1, 2021 and did not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with Regulation S-X of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements present the consolidated financial statements of the Home Bistro, Inc, its active wholly owned subsidiaries, Home Bistro Holdings, Inc. and Model Meals LLC for the transition period ended October 31, 2021. Since Model Meals LLC was acquired in 2021, it was not consolidated for the year ended December 31, 2020. All the intercompany transactions and balances have been eliminated. In December 2021, the Company’s board of directors and management changed the Company’s fiscal year end from December 31 st st Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the transition period ended October 31, 2021, the Company had net loss and cash used in operations of $12,802,275 and $2,771,676, respectively. As of October 31, 2021, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $19,135,664, $4,723,304 and $318,797, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this transition report. The Company’s primary source of operating funds in 2021 was primarily from the third-party advances and convertible notes payable and the sale of common stock through private placements. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of October 31, 2021 and December 31, 2020 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. As of October 31, 2021 and December 31, 2020, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of October 31, 2021 and December 31, 2020, the balance outstanding was in excess of FDIC insured levels by approximately $2,025,000 and $197,000. The Company has not experienced any losses in such accounts through October 31, 2021. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on October 31, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt (see Note 5) and were as follows at October 31, 2021: At October 31, 2021 At December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — 86,884 — — 180,029 A roll forward of the level 3 valuation financial instruments is as follows (see Note 5): Ten Months Year Balance at beginning of year $ 180,029 $ — Initial valuation of derivative liabilities included in debt discount 223,358 212,344 Reclassification of derivative liability to gain on debt extinguishment (26,629 ) Change in fair value of derivative liabilities (289,874 ) (32,315 ) Balance at end of the period $ 86,884 $ 180,029 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase prices over the fair value of nets assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Goodwill and indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial performance. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the ten months ended October 31, 2021. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets including intangible assets with finite life, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of October 31, 2021 and December 31, 2020, the inventory balances were insignificant and the Company determined that there was no allowance needed. Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two to three years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Model meals, the Company’s wholly-owned subsidiary, does not have sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are recorded as a liability upon issuance and revenue when used. Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 14) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $391,890 for the transition period ended October 31, 2021 and $873,289 for the year ended December 31, 2020, respectively. Shipping and handling costs charged to customers are included in sales. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Advertising costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $835,723 for the transition period ended October 31, 2021 and $226,428, for the year ended December 31, 2020, respectively, are presented on the accompanying consolidated statement of operations as selling and marketing expenses. Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. On December 31, 2020, the Company early adopted ASU 2019-12 and its adoption did not have any material impact on the Company’s financial statements. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the transition period ended October 31, 2021 and year ended December 31, 2020, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of October 31, 2021 and December 31, 2020 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. October 31, December 31, Common Stock Equivalents: Stock Options — 60,638 Stock Warrants 15,745,066 11,278,211 Convertible Debt 1,041,435 589,704 Total 16,786,501 11,928,553 Concentration Risk The Company purchased approximately 100% of its food products from two vendors during the year ended December 31, 2020 (approximately 74% and 26%). The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of December 31, 2020, the Company had no accounts payable balance to these vendors. During the ten months ended October 31, 2021, the Company opened a kitchen location at 3126 John P Curci Dr., Pembroke Pines, FL 33009 and acquired Model Meals (see Note 3) with a kitchen location at 201 E. 4th St. Santa Ana, CA 92701. The Company started producing and packaging its food products at these locations in addition to purchasing food products from other vendors which mitigated this concentration risk. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Acquisition of a Subsidiary
Acquisition of a Subsidiary | 9 Months Ended |
Jul. 31, 2022 | |
Acquisition of a Subsidiary [Abstract] | |
ACQUISITION OF A SUBSIDIARY | NOTE 3 – ACQUISITION OF A SUBSIDIARY Acquisition of Model Meals Model Meals was formed on May 1, 2015. Model Meals provides prepackaged and prepared meals as a solution for time-constrained but discerning consumers focused on satisfying every member of the family by offering a broad array of the highest quality meal planning, delivery, and preparation services. Products are customized meal solutions, delivered fresh directly to the home and utilizes third-party food delivery services to fulfill customers’ orders. On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received an aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 1) and were paid $60,000 in cash. The shares are subject to a 24-month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act. The acquisition of Model Meals will allow the Company the ability to increase its customer base, geographic distribution area, and prepared meals available on its ecommerce sights. Further, on August 12, 2021, the Company filed, an amended current report Form 8-K/A, Model Meals’; (i) audited balance sheets and audited statement of operations as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, respectively; (ii) unaudited balance sheet and unaudited statement of operations as of March 31, 2021 and for the three months ended March 31, 2021, respectively, and; (iii) unaudited pro forma combined financial information derived by the application of pro forma adjustments to the historical consolidated financial statements of the Company and Model Meals which gives effect to the Acquisition between the Company and Model Meals as if the Acquisition had occurred on January 1, 2020 with respect to the unaudited annual pro forma combined statement of operation, and as of January 1, 2021 for the three months ended March 31, 2021 unaudited pro forma combined statement of operation, and as of March 31, 2021 with respect to the unaudited pro forma combined balance sheets. In connection with the Acquisition, the assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The fair values are subject to adjustment during measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Based upon the purchase price allocation, the following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the date of the acquisition: Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,809,357 Total assets acquired at fair value 2,520,695 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,088,393 Purchase consideration paid: Fair value of common shares issued $ 2,028,393 Cash consideration 60,000 Total purchase consideration paid $ 2,088,393 Goodwill recognized as a result of the acquisition is not deductible for tax purposes. See Note 4 for additional information about other intangible assets. The recognized goodwill related to Model Meals is directly attributable to synergies expected to arise after the acquisition. The following unaudited pro forma consolidated results of operations for the nine months ended July 31, 2021 have been prepared as if the acquisition of Model Meals had occurred as of the beginning of the period: Nine Months Ended July 31, (Unaudited) Net Revenues $ 2,485,615 Net Loss $ (2,539,633 ) Net Loss per Share $ (0.12 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 10 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS On July 6, 2021, the Company acquired Model Meals’ net assets with total fair value of $279,036, which includes computer software, customer relationships and trademarks, for a total consideration of $2,088,393 (see Note 3). The excess consideration over the fair value of the net assets acquired of $1,809,357 was recorded as goodwill. On June 24, 2021, the Company entered into a licensing agreement (“License Agreement”) with a celebrity chef and majority member interest holder of Homemade Meals, LLC (“Homemade Meals”). As a condition to finalizing the License Agreement, the Company executed a Membership Interest Purchase Agreement (the “Member Agreement”) and issued an aggregate of 2,266,667 shares of common stock to other members of Homemade Meals with an aggregate fair value of $2,969,334, based on the market price of common stock on the close date of October 25, 2021. The shares issued to the other members were consideration to terminate an exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. Further, the Company issued the celebrity chef 2,000,000 shares of common stock with a fair value of $2,620,000, based on the market price of common stock on the close date of Company’s common stock. The Company’s primary reason for acquiring the membership interests in Homemade Meals was to terminate the non-compete agreement between the celebrity chef and Homemade Meals, thereby enabling the celebrity chef to execute the License Agreement with the Company. At the time of execution of the Member Agreement, Homemade meals held no significant assets and had no business operations, and the Member Agreement was solely executed to terminate the exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. The Company recorded the shares given to the celebrity chef and the members of Homemade Meals has two separate transactions. The Company and the celebrity chef (collectively as “Parties”) had a preexisting relationship and other arrangements before negotiations for the acquisition of Homemade Meals and had planned to enter into a License Agreement during the negotiations, which is separate from the Member Agreement. Since ASC 805-50 includes only general principles related to accounting for an asset acquisition and in the absence of specific guidance, the Company analogized to the guidance in ASC 805-10-25-20 through 25-21– Business Combination Therefore, in accordance with ASC 805-10-25-21, the Company accounted for the 2,000,000 shares of common stock with fair value of $2,620,000, based on the market price of common stock on the acquisition date, issued to the celebrity chef as the cost of the License Agreement which was recorded as an intangible asset in the accompanying consolidated balance sheet and will be amortized over the three-year term of the License Agreement. In addition, the aggregate of 2,266,667 shares of common stock issued to other members with an aggregate fair value of $2,969,334, based on the market price of common stock on the acquisition date, was accounted for as compensation to terminate the exclusivity and non-compete agreement and was recorded as product development expense in the accompanying consolidated statement of operations. Goodwill Estimated July 31, October 31, (Unaudited) Goodwill Indefinite $ 1,809,357 $ 1,809,357 Less: impairment — — Goodwill, net $ 1,809,357 $ 1,809,357 Intangible Assets Estimated July 31, October 31, (Unaudited) Computer software 3.5 years $ 66,198 $ 66,198 Customer relationships 7 years 43,000 43,000 Trademark Indefinite 505,000 505,000 License agreement 3 years 2,620,000 2,620,000 Total 3,234,198 3,234,198 Less: accumulated amortization (683,719 ) (8,837 ) Intangible assets, net $ 2,550,479 $ 3,225,361 Intangible assets with a finite life, net $ 2,045,479 $ 2,720,361 During the three and nine months ended July 31, 2022, the Company recorded a total of $224,961 and $674,882, respectively, of amortization expense related to the intangible assets. Amortization of intangible assets attributable to future periods is as follows: Year ending October 31: Amount 2022 $ 224,962 2023 899,845 2024 898,147 2025 6,143 2026 6,143 2027 6,143 2028 4,096 Total $ 2,045,479 | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS On July 6, 2021, the Company acquired Model Meals’ net assets with total fair value of $279,036, which includes computer software, customer relationships and trademarks, for a total consideration of $2,088,393 (see Note 3). The excess consideration over the fair value of the net assets acquired of $1,809,357 was recorded as goodwill. Asset Acquisition – License Agreement On June 24, 2021, the Company entered into a licensing agreement (“License Agreement”) with a celebrity chef and majority member interest holder of Homemade Meals, LLC (“Homemade Meals”). As a condition to finalizing the License Agreement, the Company executed a Membership Interest Purchase Agreement (the “Member Agreement”) and issued an aggregate of 2,266,667 shares of common stock issued to other members with an aggregate fair value of $2,969,334, valued based on the market price of common stock on the close date of October 25, 2021. The shares issued to the other members were consideration to terminate an exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. The Company issued the celebrity chef 2,000,000 shares of common stock with a fair value of $2,620,000, valued based on the market price of common stock on the close date of Company’s common stock. The Company’s primary reason for acquiring the membership interests in Homemade Meals was to terminate the non-compete agreement between the celebrity chef and Homemade Meals, thereby enabling the celebrity chef to execute the License Agreement with the Company. At the time of execution of the Member Agreement, Homemade meals held no significant assets and had no business operations and the Member Agreement was solely executed to terminate the exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. The Company recorded the shares given to the celebrity chef and the members of Homemade Meals has two separate transactions. The Company and the celebrity chef (collectively as “Parties”) had a preexisting relationship and other arrangements before negotiations for the acquisition of Homemade Meals and had planned to enter into a License Agreement during the negotiations, which is separate from the Member Agreement. Since ASC 805-50 includes only general principles related to accounting for an asset acquisition and in the absence of specific guidance, the Company analogized to the guidance in ASC 805-10-25-20 through 25-21– Business Combination Therefore, in accordance with ASC 805-10-25-21, the Company accounted for the 2,000,000 shares of common stock with fair value of $2,620,000, valued based on the market price of common stock on the acquisition date, issued to the celebrity chef as the cost of the License Agreement and was recorded as an intangible asset in the accompanying consolidated balance sheet and will be amortized over the three-year term of the License Agreement. In addition, the aggregate of 2,266,667 shares of common stock issued to other members with an aggregate fair value of $2,969,334, valued based on the market price of common stock on the acquisition date, was accounted for as compensation to terminate the exclusivity and non-compete agreement and was recorded as product development expense in the accompanying consolidated statement of operations. Goodwill Estimated October 31, Goodwill Indefinite $ 1,809,357 Less: Impairment — Goodwill, net $ 1,809,357 Intangible Assets Estimated October 31, Computer software 3.5 years $ 66,198 Customer relationships 7 years 43,000 Trademark Indefinite 505,000 License agreement 3 years 2,620,000 Total 3,234,198 Less: Accumulated amortization (8,837 ) Intangible assets, net $ 3,225,361 Intangible assets with a finite life, net $ 2,720,361 The above intangible assets were acquired by the Company during the transition period October 31, 2021. During the transition period ended October 31, 2021, the Company recorded a total of $8,837 of amortization expense related to the intangible assets. Amortization of intangible assets attributable to future periods is as follows: Year ending October 31 : Amount 2022 $ 899,845 2023 899,845 2024 898,147 2025 6,413 2026 6,413 2027 6,413 2028 4,095 Total $ 2,720,361 |
Convertible Notes
Convertible Notes | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES On July 31, 2022 and October 31, 2021, convertible notes consisted of the following: July 31, October 31, (Unaudited) Principal amount $ 992,302 $ 1,028,179 Add: put premium on stock-settled debt 83,058 - Less: debt discount (361,444 ) (477,541 ) Convertible notes payable, net $ 713,916 $ 550,638 Principal amount – related party $ — $ 63,069 Less: debt discount – related party — (32,897 ) Convertible note payable - related party, net $ — $ 30,172 Total convertible notes payable, net $ 713,916 $ 580,810 January 2021 Financing January 2021 Note II On January 27, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the January 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $330,000 (the “January 2021 Note II”) with the Company receiving $300,000 in net proceeds, net of $33,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 150,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The January 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Financings March 2021 Note I On March 22, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant I, issued to the investor as a commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant III, issued to the investor as a commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant V, issued to the investor as a commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021 Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I matured on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. During the nine months ended July 31, 2022, the Company paid the remaining $95,684 of principal and $3,316 of accrued interest. As of July 31, 2022 and October 31, 2021, the April 2021 Note had outstanding principal of $0 and $95,684, respectively. The April 2021 Warrant, issued to the investor as a commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as a commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued a warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matured on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. During the nine months ended July 31, 2022, the Company paid the remaining $90,841 of principal and $3,161 of accrued interest. As of July 31, 2022 and October 31, 2021, the May 2021 Note I had outstanding principal of $0 and $90,841, respectively. The May 2021 Warrant I, issued to the investor as a commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021 Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matured on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. The investor may only convert the May 2021 Note II at any time or times on or after the occurrence of an event of default. The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). The May 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $48,219 of principal and $14,481 of accrued interest. During the nine months ended July 31, 2022, the Company paid $236,781 of principal and $14,019 of accrued interest. As of July 31, 2022 and October 31, 2021, the May 2021 Note II had outstanding principal of $0 and $236,781, respectively. The May 2021 Warrant II, issued to the investor as a commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $30,326 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $1.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Financings September 2021 Note I On September 1, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA I, the Company (i) issued a convertible note with principal amount of $110,000 (the “September 2021 Note I”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID; (ii) issued 50,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 50,000 shares of common stock (the “September 2021 Warrant I”, and together with the September 2021 SPA I and the September 2021 Note I, the “September 2021 Agreements I”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matured on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I was convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The September 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The September 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the nine months ended July 31, 2022, the Company paid $110,000 of principal and $10,996 of accrued interest. As of July 31, 2022 and October 31, 2021, the September 2021 Note I had outstanding principal of $0 and $110,000, respectively. The September 2021 Warrant I, issued to the investor as a commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $9,493 using the relative fair value method and recorded as a debt discount to be amortized over the nine-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Note II On September 8, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA II, the Company (i) issued a convertible note with principal amount of $250,000 (the “September 2021 Note II”) with the Company receiving $218,250 in net proceeds, net of $25,000 of OID and $6,750 of legal fees; (ii) issued 114,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 114,000 shares of common stock (the “September 2021 Warrant II”, and together with the September 2021 SPA II and the September 2021 Note II, the “September 2021 Agreements II”). The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matured on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note II at any time or times on or after the occurrence of an event of default. The September 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The September 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The September 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the nine months ended July 31, 2022, the Company paid $219,875 of principal and $24,573 of accrued interest. As of July 31, 2022 and October 31, 2021, the September 2021 Note II had outstanding principal of $30,125 and $250,000, respectively. The September 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 114,000 shares of common stock; (i) valued at $21,004 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2022 Note I On May 18, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2022 SPA I, the Company; (i) issued a convertible note with principal amount of $500,000 (“May 2022 Note I”) with the Company receiving $450,000 in net proceeds, net of $40,000 of OID and $10,000 of legal fees; (ii) issued warrants to purchase up to 769,231 shares of common stock (“May 2022 Warrant I”). The 869,565 warrants issued were valued at $93,641 using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2022 Note I bears an annual interest rate of 15% and matures on May 18, 2023. The May 2022 Note I is convertible at any time or times on or after the occurrence of an event of default, at a price equal to $0.39, provided, however, that if the Company consummates an Uplist Offering (as defined in this May 2022 Note I) within 180 calendar days after the issuance date, then the conversion price shall equal 75% of the Uplist Offering. If the date of a respective conversion under the May 2022 Note I, is prior to the date of the Uplist Offering, then the Conversion Price shall equal $0.39 per share. At any time prior to an event of default the Company shall have the option to pre-pay the outstanding principal at an amount equal to 115% of the outstanding balance plus accrued. The May 2022 Warrant I issued to the investor, provides for the right to purchase up to 869,565 shares of common stock; (i) valued at $93,641 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the May 2022 Note I; (ii) exercisable at $0.575, provided, however, upon the Uplist Offering, the exercise price shall equal 120% of the Uplist Offering; after 180 calendar days from the issuance date the exercise price shall be $0.575; (iii) subject to adjustments and 4.99% ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. If the Company at any time while the May 2022 Note I and May 2022 Warrant I are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note I and May 2022 Warrant I), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The May 2022 Note I and May 2022 Warrant I also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. As of July 31, 2022, the May 2022 Note I had outstanding principal of $500,000. May 2022 Note II On May 24, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2022 SPA II, the Company; (i) issued a convertible note with principal amount of $125,000 (“May 2022 Note II”) with the Company receiving $102,500 in net proceeds, net of $12,500 of OID and $10,000 of legal fees; (ii) issued warrants to purchase up to 217,391 shares of common stock (“May 2022 Warrant II”). The 217,391 warrants issued were valued at $24,902 using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2022 Note II bears an annual interest rate of 15% and matures on May 24, 2023. The May 2022 Note II is convertible at any time or times on or after the occurrence of an event of default, at a price equal to the lower of; (i) 75% of the closing price of the common stock on the date of the investment, and (ii) 90% of the lowest VWAP for the common stock during the five trading day period ending on the latest complete trading day prior to the conversion date however if the Company consummates an Uplist Offering (as defined in the May 2022 Note II) within the 180 calendar days after the issuance date, then the conversion price shall equal 75% of the offering price per share of common stock at which the Uplist Offering is made. Unless otherwise adjusted pursuant to the terms of the May 2022 Note II, if the date of a conversion under the May 2022 Note II is prior to the date of the Uplist Offering, then the conversion price shall equal $0.345 per share. At any time prior to an event of default the Company shall have the option to pre-pay the May 2022 Note II at an amount equal to 115% of the outstanding balance plus accrued and unpaid interest on the outstanding balance. Upon the occurrence and during the continuation of any event of default, the May 2022 Note II shall become immediately due and payable at an amount equal to 150% of the outstanding principal plus accrued and unpaid interest and any default interest, if any. The May 2022 Warrant II issued to the investor, provides for the right to purchase up to 217,391 shares of common stock; (i) valued at $24,902 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the May 2022 Note II; (ii) exercisable at $0.575, provided, however, that if the Company consummates an Uplist Offering within 180 calendar days from the issuance date in which case the exercise price shall be equal to 120% of the Uplist Offering price; after 180 calendar days from the issuance date the exercise price shall be $0.575; (iii) subject to adjustments and 4.99% ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. If the Company at any time while the May 2022 Note II and May 2022 Warrant II are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note II and May 2022 Warrant II), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The May 2022 Note II and the May 2022 Warrant II also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. As of July 31, 2022, the May 2022 Note II had outstanding principal of $125,000. May 2022 Note III On May 24, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA III”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2022 SPA III, the Company; (i) issued a convertible note with principal amount of $182,927 (“May 2022 Note III”) with the Company receiving $150,000 in net proceeds, net of $18,293 of OID and $14,634 of legal fees; (ii) issued warrants to purchase up to 318,134 shares of common stock (“May 2022 Warrant III”). The 318,134 warrants issued were valued at $36,442 using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2022 Note III bears an annual interest rate of 15% and matures on May 24, 2023. The May 2022 Note III is convertible at any time or times on or after the occurrence of an event of default, at a price equal to the lower of; (i) 75% of the closing price of the common stock on the date of the investment, and (ii) 90% of the lowest VWAP for the common stock during the five trading day period ending on the latest complete trading day prior to the conversion date however if the Company consummates an Uplist Offering (as defined in the May 2022 Note III) within the 180 calendar days after the issuance date, then the conversion price shall equal 75% of the offering price per share of common stock at which the Uplist Offering is made. Unless otherwise adjusted pursuant to the terms of the May 2022 Note III, if the date of a conversion under the May 2022 Note III is prior to the date of the Uplist Offering, then the conversion price shall equal $0.345 per share. At any time prior to an event of default the Company shall have the option to pre-pay the May 2022 Note III at an amount equal to 115% of the outstanding balance plus accrued and unpaid interest on the outstanding balance. Upon the occurrence and during the continuation of any event of default, the May 2022 Note III shall become immediately due and payable at an amount equal to 150% of the outstanding principal plus accrued and unpaid interest and any default interest, if any. Upon an event of default, at the option of the investor the conversion price shall equal 90% of the lowest VWAP for the common stock during the five-trading day period prior to the conversion date. The May 2022 Warrant III issued to the investor, provides for the right to purchase up to 318,134 shares of common stock; (i) valued at $36,442 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the May 2022 Note III; (ii) exercisable at $0.575 however if the Company consummates an Uplist Offering within 180 calendar days from the issuance date in which case the exercise price shall be equal to 120% of the Uplist Offering price; after 180 calendar days from the issuance date the exercise price shall be $0.575; (iii) subject to adjustments and 4.99% ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. If the Company at any time while the May 2022 Note III and May 2022 Warrant III are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note III and May 2022 Warrant III), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The May 2022 Note III and the May 2022 Warrant III also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. As of July 31, 2022, the May 2022 Note III had outstanding principal of $182,927. July 2022 Note On July 19, 2022 (the “ Issue Date SPA Investor Note The July 2022 Note accrues interest at an annual interest rate of 8%, has a default interest rate of 22%, and matures on January 19, 2024 (the “ Maturity Date Conversion Price The Company has the right to prepay the outstanding principal amount of the Note, plus any accrued interest on the outstan | NOTE 5 – CONVERTIBLE NOTES At October 31, 2021, the convertible debt consisted of the following: October 31, December 31, Principal amount $ 1,028,179 $ 447,000 Less: debt discount (477,541 ) (305,524 ) Convertible notes payable, net $ 550,638 $ 141,476 Principal amount – related party $ 63,069 $ — Less: debt discount – related party (32,897 ) — Convertible note payable - related party, net $ 30,172 $ — Total convertible notes payable, net $ 580,810 $ 141,476 December 2020 Financing December 2020 Note I On December 18, 2020, the Company entered a Securities Purchase Agreement (the “December 2020 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the December 2020 SPA I, among other things, (i) the Company issued a self-amortization promissory note (the “December 2020 Note I”, and together with the December 2020 SPA I, the “December 2020 Agreements I”) in the aggregate principal amount of $275,000, and (ii) issued a total of 75,546 shares of common stock, as a commitment fee and 183,866 shares (the “Second Commitment Shares”) issued as a returnable commitment fee. Accordingly, the Company deems the Second Commitment Shares as unissued shares for accounting purposes. The 75,546 shares of common stock were recorded as a debt discount of $23,546 based on the relative fair value method. Pursuant to the December 2020 Note I, the Company received net proceeds of $234,100, net of $27,500 OID and $13,400 of issuance costs. The OID, issuance costs and issued commitment fee shares of common stock have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. The December 2020 Note I bears an interest rate of 12% per annum (which shall increase to 16% per annum upon the occurrence of an Event of Default (as defined in the December 2020 Note I)) and shall mature on December 18, 2021. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date ($1.04) or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note I is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in December 2020 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The obligations of the Company under the December 2020 Note I rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the December 2020 Note I contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The December 2020 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the December 2020 Agreements I, which the Company also believes are customary for transactions of this type. The December 2020 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. As of December 31, 2020, the December 2020 Note I had outstanding principal and accrued interest of $275,000 and $1,175, respectively. On March 18, 2021 (the “Redemption Date”), the Company elected, pursuant to terms of payment as described in the December 2020 Note I, to pay an aggregate amount of 283,615.75 (the “Payoff Amount”) consisting of $275,000 of principal, $7,865.75 of accrued interest and $750.00 in administrative fees (the “Redemption Amount”). The December 2020 Note I is deemed to have been paid in full; the lender will not exercise any of its rights relating to any potential default that may have occurred after the issue date of the December 2020 Note I and the Second Commitment Shares were returned by the lender to the Company’s transfer agent for cancellation as provided for in the December 2020 Agreements I. The fair value of the derivative liability associated with the December 2020 Note I at Redemption Date amounted to $26,629 and was reclassified to gain on debt extinguishment in the accompanying consolidated statement of operation upon redemption. Any remaining unamortized debt discounts were recognized as interest expense on the Redemption Date. As of October 31, 2021, the December 2020 Note I had no outstanding balance. December 2020 Note II On December 28, 2020, the Company entered into a Securities Purchase Agreement (the “December 2020 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the SPA II, among other things, (i) the Company issued a self-amortization promissory note (the “December 2020 Note II”, and together with the December 2020 SPA II, the “December 2020 Agreements II”) in the aggregate principal amount of $172,000, and (ii) issued 45,989 shares of common stock as a commitment fee and 114,667 shares (the “Second Commitment Shares”) issued as a returnable commitment fee. Accordingly, the Company deems the Second Commitment Shares as unissued shares for accounting purposes. The 45,989 shares of common stock issued were recorded as a debt discount of $14,720 based on the relative fair value method. Pursuant to the December 2020 Note II, the Company received net proceeds of $150,000, net of $15,500 OID and $6,500 of issuance costs. The OID, issuance costs and issued commitment fee shares of common stock have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. The December 2020 Note II matures on December 28, 2021 and bears an interest rate of 12% per annum (which shall increase to 16% per annum upon the occurrence of an Event of Default (as defined in the December 2020 Note II)). The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $19,264 beginning at the end of the third month from the issuance date of the note. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the Amortization Payment due date and pay an extension fee of $1,926, provided that the note is not in default. The first twelve months of interest (equal to $20,640) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. As of December 31, 2020, the December 2020 Note II had outstanding principal and accrued interest of $172,000 and $0, respectively. During the ten months ended October 31, 2021, the Company fully paid the December 2020 Note II. As of October 31, 2021, the December 2020 Note II had had no outstanding balance. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date ($1.00) or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note II is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in the December 2020 Note II), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note II becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The December 2020 Note II rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the December 2020 Note II contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The December 2020 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the December 2020 Agreements II, which the Company also believes are also customary for transactions of this type. The December 2020 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. The Company also entered into a Registration Rights Agreement (“Registration Agreement”) in connection with the December 2020 Agreements II (see Note 14). Pursuant to which the Company is required to prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Securities as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registerable Securities, or an amount equal to the maximum amount allowed under Rule 415 (a)(1)(i) as interpreted by the SEC. In the event the Company cannot register sufficient shares of Securities, due to the remaining number of authorized shares of Securities being insufficient, the Company will use its best efforts to register the maximum number of shares it can base on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. The Company shall use its best efforts to have the Registration Statement filed with the SEC within 60 or 120 days following the closing date of the December 2020 Agreements II (collectively as “Filing Deadline”). The Company shall pay the holder the sum of 1% of the purchase amount of the December 2020 Note II as liquidated damages, and not as a penalty for each time it fails to meet the Filing Deadline. The liquidated damages set forth in the Registration Agreement shall be paid, at the holder’s option, in cash or securities priced at the share price, or portion thereof. Failure of the Company to make payment within five business days of the Filing Date shall be considered a breach of the Registration Agreement. On March 24, 2021, the December 2020 Note II was amended (“Amendment”) pursuant to which, the Company issued a warrant to purchase up to 78,250 shares of common stock (“December 2020 Warrant II”) as additional commitment fee. The December 2020 Warrant II; (i) was valued at $4,227 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. In addition, the Amendment also provided for a Commitment Share True-Up provision (as discussed below under Commitment Share True-Up Provision) The Amendment was accounted for as a debt modification in accordance with ASC 470-50-40-10 - Debt Modification and Extinguishment January 2021 Financings January 2021 Note I On January 12, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the January 2021 SPA I, the Company; (i) issued a self-amortization promissory note (the “January 2021 Note I”, and together with the January 2021 SPA I, the “January 2021 Agreements I”) in the aggregate principal amount of $120,000; (ii) issued a total of 29,385 shares of common stock as a commitment fee and; (iii) shall issue 73,269 shares of common stock which is returnable pursuant to the terms of the January 2021 Agreements I (the “Second Commitment Shares”). The 29,385 shares of common stock issued were recorded as a debt discount of $17,297 based on the relative fair value method. The Company received net proceeds of $105,000, net of $10,000 OID and $5,000 issuance cost. The OID, issuance costs and issued commitment fee shares of common stock have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. The January 2021 Note I matures on January 12, 2022 and bears an interest rate of 10% per annum (which shall increase to 16% per annum upon the occurrence of an Event of Default (as defined in the January 2021 Note I)). The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $14,666.66 beginning April 12, 2021. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the due date and pay an extension fee of $3,080, provided that the note is not in default. The first twelve months of interest (equal to $12,000) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. During the ten months ended October 31, 2021, the Company fully paid the January 2021 Note I. As of October 31, 2021, the January 2021 Note I had no outstanding balance. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the January 2021 Note I is fully repaid and satisfied on or prior to the maturity date. Upon the occurrence and during the continuation of any Event of Default (as defined in the January 2021 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the January 2021 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The January 2021 Note I rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with e-commerce platform provider and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the January 2021 Note I contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The January 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The January 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. On March 31, 2021, the January 2021 Note I was amended (“Amendment”) pursuant to which, the Company issued a warrant to purchase up to 55,000 shares of common stock (“January 2021 Warrant I”) as additional commitment fee. The January 2021 Warrant I; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. In addition, the Amendment also provided for a Commitment Share True-Up provision as discussed below under Commitment Share True-Up Provision The Amendment was accounted for as a debt modification in accordance with ASC 470-50-40-10 - Debt Modification and Extinguishment January 2021 Note II On January 27, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the January 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $330,000 (the “January 2021 Note II”) with the Company receiving $300,000 in net proceeds, net of $33,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 150,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The January 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Financings March 2021 Note I On March 22, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant V, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021 Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. As of October 31, 2021, the April 2021 Note had outstanding principal and accrued interest of $95,684 and $0, respectively. The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. As of October 31, 2021, the May 2021 Note I had outstanding principal and accrued interest of $90,841 and $0, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of le |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Notes payable is summarized below: July 31, October 31, (Unaudited) Principal amount $ 306,900 $ 306,900 Less: current portion (17,198 ) (15,361 ) Notes payable – long-term portion $ 289,702 $ 291,539 Minimum principal payments under notes payable are as follows: Year ended October 31, 2022 (remaining) $ 15,620 Year ended October 31, 2023 6,369 Year ended October 31, 2024 6,608 Year ended October 31, 2025 6,859 Thereafter 271,444 Total principal payments $ 306,900 Economic Injury Disaster Loan On May 20, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $149,900, net of $100 processing fee, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Instalment payments in the amount of $731, including principal and interest, are due monthly beginning May 20, 2021 (twelve months from the date of the SBA Note). The balance of principal and interest is payable thirty years from the date of the SBA Note. As of July 31, 2022 and October 31, 2021, the SBA Note had outstanding principal balance of $149,900. As of July 31, 2022 and October 31, 2021, the SBA Note had an accrued interest of $12,360 and $8,152, respectively, reflected in the accompanying unaudited consolidated balance sheets under accrued expense and other liabilities. On June 17, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $150,000, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Instalment payments, including principal and interest, are due monthly beginning June 17, 2021 (twelve months from the date of the SBA Note) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Note. As of July 31, 2022 and October 31, 2021, the SBA Note had an outstanding principal balance of $150,000. As of July 31, 2022 and October 31, 2021, the SBA Note had accrued interest of $11,927 and $7,721, respectively, reflected in the accompanying unaudited consolidated balance sheets under accrued expense and other liabilities. November Note Payable On November 12, 2020, the Company entered into a Note Agreement with an investor for the sale of the Company’s note (the “Note”). Pursuant to the terms provided for in the Note Agreement, the Company issued to the investor a Note and the Company received proceeds in the amount of $7,000. The Note bears an interest of 5% per annum and matured on November 12, 2021. This Note is currently in default. As of October 31, 2021, the Note had an outstanding principal balance of $7,000 and accrued interest of $338 and as of July 31, 2022, the Note had an outstanding principal balance of $7,000 and accrued interest of $600, reflected in the accompanying unaudited consolidated balance sheets under accrued expense and other liabilities. | NOTE 7 - NOTES PAYABLE Notes payable is summarized below: October 31, December 31, Principal amount 306,900 171,612 Less: current portion (15,361 ) (20,068 ) Notes payable - long term portion $ 291,539 $ 151,544 Minimum principal payments under notes payable are as follows: Year ended October 31, 2022 $ 15,620 Year ended October 31, 2023 6,369 Year ended October 31, 2024 6,608 Year ended October 31, 2025 6,859 Thereafter 271,444 Total principal payments $ 306,900 Paycheck Protection Program Loan On April 8, 2020, the Company received federal funding in the amount of $14,612 through the Paycheck Protection Program (the “PPP”) of the CARES Act, administered by the U.S. Small Business Administration (“SBA”). The PPP note bears an interest rate 0.98% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing six months after the effective date of the PPP note, the Company is required to pay the lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP note (the “Maturity Date”). The Maturity Date can be extended to five years if mutually agreed upon by both the lender and the Company. The PPP note contains customary events of default relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the lender, or breaching the terms of the PPP note. The occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP note, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP note. No assurance can be given that the Company will be successful in obtaining forgiveness of the loan in whole or in part. On April 28, 2021, the SBA authorized forgiveness of the outstanding principal balance of $14,612 and $142 of accrued interest payable of the Company’s PPP loan which has been recorded as a gain on debt forgiveness in the accompanying consolidated statements of operations. As of October 31, 2021, the PPP note had no outstanding balance. Economic Injury Disaster Loan On May 20, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $149,900, net of $100 processing fee, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Installment payments in the amount of $731, including principal and interest, are due monthly beginning May 20, 2021 (twelve months from the date of the SBA Note). The balance of principal and interest is payable thirty years from the date of the SBA Note. As of October 31, 2021, the SBA Note had an outstanding principal balance of $149,900 and $8,152 of accrued interest, reflected in the accompanying consolidated balance sheets under accrued expense and other liabilities. On June 17, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $150,000, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Instalment payments, including principal and interest, are due monthly beginning June 17, 2021 (twelve months from the date of the SBA Note) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Note. As of October 31, 2021, the SBA Note had an outstanding principal balance of $150,000 and accrued interest of $7,721, reflected in the accompanying consolidated balance sheets under accrued expense and other liabilities. On June 26, 2020, in connection SBA Loan Agreement, the Company received a grant that does not have to be repaid, in the amount of $5,000 which was recorded as other income in the accompanying consolidated statements of operations. November Note Payable On November 12, 2020, the Company entered into a Note Agreement with an investor for the sale of the Company’s note (the “Note”). Pursuant to the terms provided for in the Note Agreement, the Company issued to the investor a Note and the Company received proceeds in the amount of $7,000. The Note bears an interest of 5% per annum and matures on November 12, 2021. The Company may prepay all or any portion of the interest and the unpaid principal balance of this Note at any time, or from time to time, without penalty or premium. As of October 31, 2021, the Note had an outstanding principal balance of $7,000 and accrued interest of $338, reflected in the accompanying consolidated balance sheets under accrued expense and other liabilities. |
Advance Payable
Advance Payable | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Advance Payable [Abstract] | ||
ADVANCE PAYABLE | NOTE 7 – ADVANCE PAYABLE On July 9, 2021, the Company entered into a capital advance agreement with Shopify (“July Advance Agreement”). Under the terms of the July Advance Agreement, the Company has received $95,000 of principal and will repay $107,350 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the transition period ending October 31, 2021, the Company paid $27,055 of the outstanding balance. During the nine months ended July 31, 2022, the Company repaid all remaining outstanding balance of $67,945. On August 31, 2021, the Company entered into a capital advance agreement with Shopify (“August Advance Agreement”). Under the terms of the August Advance Agreement, the Company has received $34,000 of principal and will repay $38,420 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the nine months ended July 31, 2022, the Company repaid all remaining outstanding balance of $34,000. On April 5, 2022, the Company entered into a capital advance agreement with PayPal (“PayPal Advance Agreement I”). Under the terms of the PayPal Advance Agreement I, the Company received $25,000 of principal and will repay $27,502 by remitting 30% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $2,502 of debt discount which was amortized immediately to interest expense. During the nine months ended July 31, 2022, the Company paid $15,822 of the outstanding balance. The advance has an outstanding balance of $11,680 as of July 31, 2022, reflected as advance payable On April 6, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement I”). Under the terms of the April Advance Agreement I, the Company received $23,000 of principal and will repay $25,990 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $2,990 of debt discount which was amortized immediately to interest expense. During the nine months ended July 31, 2022, the Company repaid all remaining outstanding balance of $25,990. On April 6, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement II”). Under the terms of the April Advance Agreement II, the Company received $120,000 of principal and will repay $135,600 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $15,600 of debt discount which was amortized immediately to interest expense. Additionally, on April 6, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement III”). Under the terms of the April Advance Agreement III, the Company received $42,000 of principal and will repay $47,460 by remitting 30% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $5,460 of debt discount which was amortized immediately to interest expense. During the nine months ended July 31, 2022, the Company paid $48,043 of the April Advance Agreement II and III. The advance has an outstanding balance of $135,017 as of July 31, 2022, reflected as advance payable On April 16, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement IV”). Under the terms of the April Advance Agreement III, the Company received $110,000 of principal and will repay $124,300 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $14,300 of debt discount which was amortized immediately to interest expense. During the nine months ended July 31, 2022, the Company paid $27,433 of the April Advance Agreement IV. The advance has an outstanding balance of $96,867 as of July 31, 2022, reflected as advance payable | NOTE 8 – ADVANCE PAYABLE On October 15, 2019, the Company entered into a capital advance agreement (the “First Advance Agreement”) with their e-commerce platform provider (“Shopify”). Under the terms of the First Advance Agreement, the Company received $23,000 of principal and will repay $25,999 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the year ended December 31, 2020, the Company paid the principal balance of the advance in full and there was no balance outstanding as of December 31, 2020. On March 17, 2020, the Company entered into a capital advance agreement (the “Second Advance Agreement”) with Shopify. Under the terms of the Second Advance Agreement, the Company received $10,000 of principal and will repay $11,300 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the year ended December 31, 2020, the Company paid the advance in full and there was no balance outstanding as of December 31, 2020. On August 5, 2020, the Company entered into a capital advance agreement (the “Third Advance Agreement”) with Shopify. Under the terms of the Third Advance Agreement, the Company has received $49,000 of principal and will repay $55,370 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. In 2020, the Company paid $47,328 of the principal balance and the advance had an outstanding balance $1,672. During the ten months ended October 31, 2021, the Company paid the advance in full and there was no balance outstanding as of October 31, 2021. On November 17, 2020, the Company entered into a capital advance agreement (the “Fourth Advance Agreement”) with Shopify. Under the terms of the Fourth Advance Agreement, the Company has received $63,000 of principal and will repay $71,190 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. As of December 31, 2020, the advance had outstanding principal balance of $63,000. During the ten months ended October 31, 2021, the Company paid the advance in full and there was no balance outstanding as of October 31, 2021. On December 10, 2020, the Company entered into a working capital agreement (the “First PayPal Advance Agreement”) with PayPal. Under the terms of the Fifth Advance Agreement, the Company received net proceeds of $17,000, net of $1,840 loan fee for a total principal amount of $18,840. and will repay the principal and by remitting The Company shall pay a minimum payment every 90-days beginning at the end of the Cancellation Period and ending when the Total Payment Amount has been delivered to Lender. The minimum payment is due in each 90-day period, irrespective of the amount paid in any previous 90-day period. The minimum payment is 5% of the principal amount for loans expected to be repaid in 12 months or more and 10% of the principal amount for loans expected to be repaid in less than 12 months (based on the Company’s account history). In 2020, the Company paid $5,015 of principal balance and the advance had an outstanding balance of $13,825 as of December 31, 2020. During the ten months ended October 31, 2021, the Company paid the advance in full and there was no balance outstanding as of October 31, 2021. On March 29, 2021, the Company entered into a capital advance agreement (the “Fifth Advance Agreement”) with Shopify. Under the terms of the Fifth Advance Agreement, the Company has received $23,000 of principal and will repay $25,990 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the ten months ended October 31, 2021, the Company paid the advance in full and there was no balance outstanding as of October 31, 2021. On March 30, 2021, the Company closed a Revenue Share Agreement (“Agreement”) with a lender pursuant to which the Company agreed to sell, assign and transfer to the lender and the lender agreed to purchase from the Company, all of the Company’s right, title and interest in its future receivables amounting to $74,200 (“Specified Amount”) and $70,000 (“Purchase Price” or “Advance”) of this amount shall be made available to the Company. Pursuant to the Agreement, prior to the lender making the amount of the Advance available for use (even if the Company choose not to spend any or all of the Advance); (a) the Company will deliver, and will cause to be delivered, on each day to the lender, 20% of future receivables and 25% of future receivables after the 121 st On July 9, 2021, the Company entered into a capital advance agreement (the “Sixth Advance Agreement”) with Shopify. Under the terms of the Sixth Advance Agreement, the Company has received $95,000 of principal and will repay $107,350 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the ten months ended October 31, 2021, the Company paid $27,056 of the outstanding balance. The advance had $67,945 of outstanding balance as of September 30, 2021, reflected as advance payable On August 31, 2021, the Company entered into a capital advance agreement (the “Seventh Advance Agreement”) with Shopify. Under the terms of the Seventh Advance Agreement, the Company has received $34,000 of principal and will repay $38,420 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The advance has an outstanding balance of $34,000 as of September 30, 2021, reflected as advance payable On September 1, 2021, the Company entered into a capital advance agreement (the “First Liberty Advance Agreement”) with Liberty Funding. Under the terms of the First Liberty Advance Agreement, the Company has received $110,000 of principal and will repay $132,000 by making weekly installments of $5,500 until the advance is repaid in full. During the ten months ended October 31, 2021, the Company paid the advance in full and there was no balance outstanding as of October 31, 2021. |
Unredeemed Gift Cards
Unredeemed Gift Cards | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Unredeemed Gift Card Disclosure [Abstract] | ||
UNREDEEMED GIFT CARDS | NOTE 8 – UNREDEEMED GIFT CARDS Unredeemed gift cards activities as of July 31, 2022 and October 31, 2021 are summarized as follows: July 31, October 31, (Unaudited) Beginning balance $ 164,912 $ 48,311 Acquired gift card liability (see Note 3) — 87,260 Sale of gift cards 121,603 186,749 Promotional and other gift cards issued 84,250 - Revenue from breakage (22,810 ) (60,515 ) Gift card redemptions (113,323 ) (96,893 ) Ending balance $ 234,632 $ 164,912 | NOTE 10 – UNREDEEMED GIFT CARDS Unredeemed gift cards activities as of October 31, 2021 and December 31, 2020 are summarized as follows: October 31, December 31, Beginning balance $ 48,311 $ 10,365 Acquired gift card liability (see Note 3) 87,260 — Sale and issuance of gift cards 186,749 99,322 Revenue from breakage (60,515 ) (17,114 ) Total gift card redemptions (96,893 ) (44,262 ) Ending balance $ 164,912 $ 48,311 |
Lease Liabilities
Lease Liabilities | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Lease Liabilities [Abstract] | ||
LEASE LIABILITIES | NOTE 9 – LEASE LIABILITIES Operating Lease Right-of-Use (“ROU”) Asset and Operating Lease Liabilities On July 6, 2021, the Company acquired Model Meals (see Note 3), which had a lease agreement for its facility in Santa Ana, California which expired in December 2021 (see Note 12) and had remaining operating right-of-use asset and liability of $76,136 and $79,054, respectively. Pursuant to the lease agreement, the lease required the Company to pay a monthly base rent of $14,140 for the remainder of the lease term. On June 1, 2021, the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. On November 11, 2021, the Company renewed its lease agreement (“Renewed Lease Agreement”) for their California kitchen facility, effective on January 1, 2022. The Renewed Lease Agreement provides for (i) a term of six months from the effective date which terminated on June 30, 2022; (ii) a monthly base rent of $9,960 and; (iii) a monthly storage fee of $2,340. The Renewed Lease Agreement can be terminated with two months’ notice. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less (see Note 2). As of July 1, 2022, the Company is leasing storage space on a month-to month basis and is no longer operating the kitchen at this facility. For the nine months ended July 31, 2022, total rent expense amounted to $182,043 which is included in general and administrative expenses The significant assumption used to determine the present value of the operating lease liabilities was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. July 31, October 31, (Unaudited) Operating ROU assets $ 336,614 $ 336,614 Less accumulated reductions (153,736 ) (68,105 ) Balance of Operating ROU assets, net $ 182,878 $ 268,509 Operating lease liabilities related to the Operating ROU assets is summarized below: July 31, 2022 October 31, (Unaudited) Operating lease liabilities $ 339,532 $ 339,532 Reduction of operating lease liabilities (151,738 ) (71,178 ) Total 187,794 268,354 Less: short term portion (86,699 ) (101,431 ) Long term portion $ 101,095 $ 166,923 Future minimum operating lease payments under the operating lease agreements on July 31, 2022 are as follows: Year Amount Ending October 31, 2022 (remaining) $ 25,394 Ending October 31, 2023 102,846 Ending October 31, 2024 79,991 Total minimum non-cancellable operating lease payments 208,231 Less: discount to fair value (20,437 ) Total operating lease liabilities on July 31, 2022 $ 187,794 Financing Lease Right-of-Use (“ROU”) Assets and Financing Lease Liability On July 13, 2021, the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying unaudited consolidated balance sheet under accrued expense and other liabilities The significant assumption used to determine the present value of the financing lease liability was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Financing right-of-use (“Financing ROU”) asset is summarized below: July 31, 2022 October 31, (Unaudited) Financing ROU assets $ 200,509 $ 200,509 Less accumulated depreciation (69,621 ) (19,494 ) Balance of financing ROU assets, net $ 130,888 $ 181,015 For the three and nine months ended July 31, 2022, depreciation expense related to Financing ROU assets amounted to $16,709 and $50,127, respectively. Financing lease liability related to the Financing ROU assets is summarized below: July 31, October 31, (Unaudited) Financing lease payables for equipment $ 200,509 $ 200,509 Reduction of financing lease liability (59,648 ) (13,650 ) Total 140,861 186,859 Less: short term portion (66,926 ) (62,210 ) Long term portion $ 73,935 $ 124,649 Future minimum lease payments under the financing lease agreement on July 31, 2022 are as follows: Year Amount Year ending October 31, 2022 (remaining) $ 19,500 Year ending October 31, 2023 78,000 Year ending October 31, 2024 58,500 Total minimum non-cancellable financing lease payments 156,000 Less: discount to fair value (15,139 ) Total financing lease liabilities on July 31, 2022 $ 140,861 | NOTE 9 – LEASE LIABILITIES Operating Lease Right-of-Use (“ROU”) Asset and Operating Lease Liabilities On July 6, 2021, the Company acquired Model Meals (see Note 3), which had a lease agreement for its facility in Santa Ana, California which expired in December 2021 (see Note 16) and had remaining operating right-of-use asset and liability of $76,136 and $79,054, respectively. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $14,140 for the remainder of the lease term. June 1, 2021, the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. For the ten months ended October 31, 2021, total rent expense amounted to $154,078 which is included in general and administrative expenses The significant assumption used to determine the present value of the operating lease liabilities was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Operating right-of-use (“Operating ROU”) asset is summarized below: October 31, Operating ROU assets $ 336,614 Less accumulated amortization (68,105 ) Balance of Operating ROU assets, net $ 268,509 Operating lease liabilities related to the Operating ROU assets is summarized below: October 31, Operating lease liabilities $ 339,532 Total operating lease liabilities 339,532 Reduction of operating lease liabilities (71,178 ) Total 268,354 Less: short term portion (101,431 ) Long term portion $ 166,923 Future minimum operating lease payments under the operating lease agreements at October 31, 2021 are as follows: Year Amount Year ending October 31, 2022 $ 122,402 Year ending October 31, 2023 102,849 Year ending October 31, 2024 79,991 Total minimum non-cancelable operating lease payments 305,242 Less: discount to fair value (36,888 ) Total operating lease liabilities at October 31, 2021 $ 268,354 Financing Lease Right-of-Use (“ROU”) Assets and Financing Lease Liability On July 13, 2021, the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying balance sheet under accrued expense and other liabilities The significant assumption used to determine the present value of the financing lease liability was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Financing right-of-use (“Financing ROU”) asset is summarized below: October 31, Financing ROU assets $ 200,509 Less accumulated depreciation (19,494 ) Balance of financing ROU assets, net $ 181,015 For the ten months ended October 31, 2021, depreciation expense related to Financing ROU assets amounted to $19,494. Financing lease liability related to the Financing ROU assets is summarized below: October 31, Financing lease payables for equipment $ 200,509 Total financing lease payables 200,509 Reduction of financing lease liability (13,650 ) Total 186,859 Less: short term portion (62,210 ) Long term portion $ 124,649 Future minimum lease payments under the financing lease agreement at October 31, 2021 are as follows: Year Amount Year ending October 31, 2022 $ 78,000 Year ending October 31, 2023 78,000 Year ending October 31, 2024 58,500 Total minimum non-cancelable financing lease payments 214,500 Less: discount to fair value (27,641 ) Total financing lease liabilities at October 31, 2021 $ 186,859 |
Related Party Balances and Tran
Related Party Balances and Transactions | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 10 – RELATED PARTY BALANCES AND TRANSACTIONS The Company utilizes the shipping carrier account of a related entity, owned 50% by the Company’s current chief executive officer and principal stockholder for its inbound and outbound shipping needs. The related entity bills the Company for the direct cost of the shipping charges plus a 10% fee. The total amount incurred and paid to the related entity during the nine months ended July 31, 2022 and 2021 was $288,731 and $121,008, respectively, which is included in cost of goods sold in the accompanying unaudited consolidated statement of operations. There were no amounts due to this related party for these services as of July 31, 2022 and October 31, 2021. See also related party convertible note in Note 5 – March 2021 Note III – Related Party. See consulting agreement in Note 12 – Consulting Agreement – Related Party | NOTE 11 – RELATED PARTY TRANSACTIONS The Company utilizes the shipping carrier account of a related entity, owned 50% by the Company’s current chief executive officer and principal stockholder for its inbound and outbound shipping needs. The related entity bills the Company for the direct cost of the shipping charges plus a 10% fee. The total amount incurred and paid to the related entity during the ten months ended October 31, 2021 was $153,165 and was $117,310 for the year ended December 31, 2020, which is included in cost of goods sold on the statement of operations. There were no amounts due to this related party for these services as of October 31, 2021 and December 31, 2020. See disposal of the RTD Business with related party in Note 3 – Acquisition of Home Bistro Holdings and Disposal of the Discontinued Operations of the RTD Business. See related party convertible note in Note 5 – March 2021 Note III – Related Party. See consulting agreement in Note 14 – Consulting Agreement – Related Party |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Stockholders’ Equity (Deficit) [Abstract] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company is authorized to issue 20,000,000 shares of common stock with a par value of $0.001. Common Stock Shares Authorized The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001. Common Stock Issued for Cash ● During the nine months ended July 31, 2021, the Company issued an aggregate of 1,206,605 shares of common stock, to non-affiliate investors for aggregate net cash proceeds of $866,770. ● During the nine months ended July 31, 2022, the Company issued an aggregate of 1,932,204 shares of common stock, to non-affiliate investors for aggregate net cash proceeds of $1,368,492. Common Stock Issued for Services and Prepaid Services ● On April 1, 2021, the Company issued an aggregate of 2,000,000 shares of common stock with grant date fair value of $1,800,000 or $0.90 per share based on the market price of common stock on grant date, to a consultant pursuant to a consulting agreement. The fair value of the common stock was recorded in equity as deferred compensation which will be amortized over the twelve-month service period. During the nine months ended July 31, 2022 and 2021, the Company amortized $750,000 and $600,000 of the deferred compensation related to this consulting agreement, respectively, which was charged to professional and consulting fee in the accompanying unaudited consolidated statements of operations. As of July 31, 2022 and October 31, 2021, there was $0 and $750,000, respectively, of deferred compensation related to this consulting agreement. ● On November 8, 2021, the Company issued an aggregate of 600,000 shares of common stock with grant date fair value of $726,000 or $1.21 per share based on the market price of common stock on grant date, to a consultant pursuant to a consulting agreement. The fair value of the common stock was recorded in equity as deferred compensation which will be amortized over the six-month service period. During the nine months ended July 31, 2022, the Company amortized the $726,000 of the deferred compensation which was charged to professional and consulting fee in the accompanying unaudited consolidated statements of operations. As of July 31, 2022, there was no deferred compensation related to this consulting agreement. ● During the nine months ended July 31, 2022, the Company granted 60,000 shares of common stock with grant date fair value of $60,600 or $1.01 per share based on the market price of common stock on grant date, to a consultant for services. The grant fair value of the common stock of $60,600 was charged to professional and consulting fee in the accompanying unaudited consolidated statements of operations. Common Stock for Commitment Fee with Convertible Notes Payable ● In December 2020, the Company issued an aggregate of 119,535 shares of common stock valued at $38,264 using the relative fair value method to two non-affiliate investors as a commitment fee in connection with the December 2020 Financings which was recorded as debt discount which will be amortized over the life of the notes. ● On January 12, 2021, the Company issued 29,385 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement, valued at $17,296 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On February 3, 2021, the Company issued 150,000 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement, valued at $85,981 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 22, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $6,949 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 29, 2021, the Company issued 50,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $24,504 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 50,000 shares of common stock to a related party investor as commitment fee pursuant to a securities purchase agreement, valued at $23,718 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $11,845 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 31, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $36,499 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On April 7, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $30,694 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On May 17, 2021, the Company granted 60,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $26,824 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On May 28, 2021, the Company granted 150,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $67,645 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● During the nine months ended July 31, 2022, the Company granted 45,989 shares of common stock with grant date fair value of $29,879 or $0.65 per share based on the market price of common stock on grant date, to a convertible note holder as a commitment fee. The grant fair value of the common stock of $29,879 was charged to interest expense in the accompanying unaudited consolidated statements of operations. Common Stock Issued Pursuant to Lock-Up & Leak Out Agreements ● During the nine months ended July 31, 2022, the Company issued as consideration, to several stockholders, an aggregate of 516,748 shares of common stock with grant date fair value of $554,273 or an average per share price of $1.07, based on the market price of common stock on grant date, for the stockholders’ execution of a Lock-Up & Leak Out Agreement. The grant date fair value of the common stock was initially recorded in equity as deferred compensation and is being amortized over the lock up period of three-to-four- months through July 31, 2022. During the nine months ended July 31, 2022, the Company amortized $670,212 including $115,939 of deferred compensation as of October 31, 2021, of deferred compensation which was recorded as professional and consulting expenses in the accompanying unaudited consolidated statement of operations. As of July 31, 2022, there were no deferred compensation related to the Lock-Up & Leak Out Agreements. On May 1, 2022, the Company issued as consideration to a related party stockholder 25,000 shares of common stock with grant date fair value of $27,500, or $1.10 per share, based on the market price of common stock on grant date, for the stockholder’s execution of a Lock-Up & Leak Out Agreement. In connection with this issuance, on May 1, 2022, the Company recorded stock-based professional fees – related party of $27,500. Common Stock Issued Pursuant to Product Development Agreements ● During the three months ended January 31, 2022, the Company issued 100,000 shares of common stock with grant date fair value of $100,000 based on the fair value of common stock on the date of grant, pursuant to an agreement which was recorded as deferred compensation and is being amortized over the 2-year term of the agreement. During the nine months ended July 31, 2022, $370,677 of the accumulated deferred compensation was expensed as product development expense in the accompanying unaudited consolidated statements of operations related to shares issued in the prior and current period connection with joint product development agreements. As of July 31, 2022, there was $237,603 of deferred compensation related to the product development agreements. Common Stock Issued Pursuant to Stock-Based Compensation ● On April 29, 2021, the Company issued 25,000 shares of common stock with an aggregate grant date fair value of $24,750 or $0.99 per share based on the market price of common stock on grant date, to a board member for services rendered and was charged to compensation and related expenses in the accompanying condensed consolidated statements of operations. Common Stock Issued for Acquisition of Subsidiary ● On July 6, 2021, the Company issued an aggregate of 2,008,310 shares of common stock with fair value of $2,028,393, based on the market price of common stock on date of acquisition, to members of Model Meals, LLC in exchange for 100% membership, pursuant to the Agreement and Plan of Merger (see Note 1 and Note 3). Common Stock Issued for Warrant Exchange Agreements ● On May 1, 2022, in connection with the settlement of a down round exercise price trigger, the Company entered into a warrant exchange agreement with various warrant holders (collectively as “Parties”) pursuant to which the Parties exercised an aggregate of 922,495 warrants with initial exercise price of $2.50 issued between January to September 2021, at an agreed upon reduced exercise price of $0.75 with the Company issuing an aggregate of 3,048,917 shares of common stock in exchange for the outstanding warrants and no cash consideration. In connection with this warrant exchange, the Company recorded a deemed dividend of $2,578,446, which was calculated as the fair value of excess shares issued to the Parties with a grant date fair value of $2,578,446, or $0.51 per share, based on the market price of common stock on grant date. ● On June 30, 2022, in connection with a lock-up and leak out settlement agreement, the Company issued 674,100 shares of its common stock in connection with the cashless exercise of 674,100 warrants and no cash consideration. The 674,100 had grant date fair value of $195,490 or $0.29 per share based on the market price of common stock on grant date. In connection with this cashless exercise of warrants, the Company recorded settlement expense of $195,490. Common stock issued pursuant to settlement agreements ● On June 30, 2022, pursuant to a stock repurchase and settlement agreement and a lock-up and settlement agreement, the Company issued an aggregate of 585,000 shares of its common stock with grant date fair value of 169,650, or $0.29 per share, based on the market price of common stock on grant date, for the stockholders’ execution of a Lock-Up & Leak Out Agreement. In connection with these agreements, the Company recorded settlement expense of $185,344. In connection with the stock repurchase and settlement agreement the Company agreed to repurchase 166,667 shares of its common stock from an investor for $150,000. In connection with this agreement the Company recorded a common stock repurchase obligation of $150,000 and reduced additional paid-in capital by $150,000. In July 2022, the Company paid $50,000 towards this common stock repurchase agreement. On July 31, 2022, the common stock repurchase obligation related to this agreement amounted to $100,000. Stock Warrants Warrants Issued Pursuant to Stock-Based Compensation ● On March 25, 2022, the Company issued to two executives fully vested warrants to purchase up to an aggregate of 250,000 shares of the Company’s common stock, in connection with their employment agreements dated March 25, 2022. These warrants are exercisable, in whole or in part, upon issuance at $0.001 per share, and expire on March 25, 2027. These warrants have an aggregate grant date fair value of $374,560 or $1.50 per share based on the market price of common stock on grant date, recorded as compensation expense in the accompanying unaudited consolidated statements of operations. Warrants Issued for Professional Services ● During the three months ended January 31, 2021, the Company issued fully vested warrants to purchase up to 10,640 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $1.27 per share, and expires on December 8, 2025. These warrants have a grant date fair value of $11,471, recorded as professional and consulting expenses in the accompanying unaudited consolidated statements of operations. ● During the three months ended January 31, 2022, the Company issued fully vested warrants to purchase up to 100,000 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $1.50 per share, and expires on May 18, 2025. These warrants have a grant date fair value of $36,777, recorded as professional and consulting expenses in the accompanying unaudited consolidated statements of operations. Warrants for Commitment Fee with Convertible Notes Payable ● On January 12, 2021, the Company issued a warrant to purchase up to 55,000 shares of common stock to a non-affiliate investor as an additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On February 2, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as an additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 22, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 25, 2021, the Company issued warrant to purchase up to 78,250 shares of common to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $4,744 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a related party investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 30, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On April 7, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as an additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $9,592 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 17, 2021, the Company issued a warrant to purchase up to 60,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 28, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $30,328 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $1.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 18, 2022, the Company issued a warrant to purchase up to 869,565 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a convertible (see Note 5). The warrant; (i) was valued at $93,641 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $0.575; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. ● On May 24, 2022, the Company issued a warrant to purchase up to 217,391 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a convertible (see Note 5). The warrant; (i) was valued at $24,902 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $0.575; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. ● On May 24, 2022, the Company issued a warrant to purchase up to 318,134 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a convertible (see Note 5). The warrant; (i) was valued at $36,442 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $0.575; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. The Company used the Binomial pricing model to determine the fair value of its common stock warrants which requires the Company to make several key judgments including: ● the expected life of issued stock warrants; ● the expected volatility of the Company’s stock price; ● the expected dividend yields to be realized over the life of the stock warrants; and ● the risk-free interest rate over the expected life of the stock warrants. The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term and was estimated to be 2 years. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock and the Company’s expected divided yield was estimated to be zero. Dividend rate — % Term (in years) 2.5 to 5 years Volatility 61% to 69 % Risk-free interest rate 0.14% to 2.80 % A summary of the Company’s outstanding stock warrants as of July 31, 2022 and changes during the period ended are presented below: Number of Weighted Weighted Balance on October 31, 2021 15,745,066 $ 0.170 7.4 Warrants issued for services 100,000 1.500 4.1 Warrants issued pursuant to employment agreements 500,000 0.001 4.9 Warrants issued in connection with convertible debt 1,405,090 0.575 3.0 Warrants exercised (1,596,595 ) 1.350 Balance on July 31, 2022 16,153,561 $ 0.090 6.4 Stock warrants exercisable on July 31, 2022 16,153,561 $ 0.090 6.4 Certain exercisable stock warrants had per share intrinsic value of $0.22 on July 31, 2022, totaling $2,876,945. | NOTE 12 – STOCKHOLDERS’ EQUITY (DEFICIT) On September 14, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect a 1 for 31.993 reverse stock split of its common stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, stock warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the reverse stock split (see Note 1). Shares Authorized On April 7, 2020, the Board of Directors of the Company approved the increase of the authorized shares of the common stock to 1,000,000,000 from 600,000,000 (see Note 1). Common Stock and Warrants Issued Pursuant to Recapitalization On April 20, 2020, in connection with the Exchange Agreement and Merger (see Note 3): ● 519,000 shares of Series A Preferred stock, were exchanged for aggregate of 1,325,151 shares of common stock and 2,730,425 of stock warrants. The 2,730,424 stock warrants issued are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series A Preferred stock. ● 250,000 shares of Series B Convertible Preferred stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement and the remaining 250,000 shares of Series B Convertible Preferred stock remain issued and outstanding as of September 30, 2020. ● 2,250 and 250 of the Company’s shares of Series C Preferred stock, were exchanged for 351,639 of stock warrants and 39,071 shares of common stock, respectively, for an aggregate of 2,500 shares of Series C Preferred exchanged. The 351,639 stock warrants are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series C Preferred stock. ● a lender converted $1,127,500 of outstanding convertible note balance into 881,052 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. ● 2,500,000 shares of commons stock held by a stockholder were exchanged for 78,142 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. As a result, in connection with the Exchange Agreement and Merger (see Note 3), Gratitude Health, Inc is deemed to have issued a total of 250,000 shares of Series B Convertible Preferred stock, 1,899,094 shares of common stock, 60,368 stock options, 4,041,258 stock warrants which represent the outstanding preferred stock, common stock (issued and issuable), stock options and stock warrants of the Company on the date of the Merger. ● On April 20, 2020, pursuant to the Merger (see Note 3), the Company issued 4,041,258 stock warrants with exercise price of $0.001 and expiration date of April 20, 2030, in exchange for certain outstanding shares of the Company’s common stock on the date of the Merger. ● On April 20, 2020, pursuant to the Exchange Agreement (see Note 3), the Company issued 6,926,314 stock warrants with exercise price of $0.001 and expiration date of April 20, 2030 in exchange for certain outstanding common stock shares of Home Bistro on the date of the Merger. Preferred Stock As of October 31, 2021 and December 31, 2020, there were no outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (see above Common Stock and Warrants Issued Pursuant to Recapitalization Common Stock Common Stock for Commitment Fee with Convertible Notes Payable ● In December 2020, the Company issued an aggregate of 119,535 shares of common stock valued at $38,263 using the relative fair value method to two non-affiliate investors as commitment fee in connection with the December 2020 Financings (see Note 5) which was recorded as debt discount which will be amortized over the life of the notes. ● On January 12, 2021, the Company issued 29,385 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement (see Note 5), valued at $17,297 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On January 27, 2021, the Company issued 150,000 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement (see Note 5), valued at $85,981 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 22, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $6,949 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 29, 2021, the Company issued 50,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $24,504 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 50,000 shares of common stock to a related party investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $23,718 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $11,845 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 31, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $36,499 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On April 7, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $30,947 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On May 17, 2021, the Company granted 60,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $26,824 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On May 28, 2021, the Company granted 150,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $67,645 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On September 1, 2021, the Company granted 50,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $26,877 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On September 8, 2021, the Company granted 114,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement (see Note 5), valued at $59,468 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. Stock-Based Compensation ● During the year ended December 31, 2020, the Company recorded stock-based compensation of $238,268 related to an aggregate of 4,000,577 shares of common stock issued to employees and various consultants, of which $102,332 was charged as compensation and related expenses, $124,219 as professional and consulting expenses and $11,717 as selling and marketing expenses in the accompanying consolidated statements of operations. The stock-based compensation was based on the fair value of common stock on the date of grant. In addition, the Company issued a warrant to purchase up to 300,000 shares of the Company’s common stock with grant date fair value of $360,000 for product development services pursuant to an agreement (see below under Warrants ● During the ten months ended October 31, 2021 and year ended December 31, 2020, the Company recorded stock-based compensation of $156,750 and $213,841, respectively, related to 125,000 shares of common stock issued to a director and executive pursuant to employment agreements (see Note 14) which was recorded as compensation and related expenses in the accompanying consolidated statements of operations. The stock-based compensation was based on the fair value of common stock on the date of grant. As of October 31, 2021 and December 31, 2020, there was no unamortized compensation expense related to these common stocks. Common Stock Issued for Cash ● During the year ended December 31, 2020, the Company issued an aggregate of 1,492 shares of common stock, to a related party for aggregate cash proceeds of $100,006. ● During the ten months ended October 31, 2021, the Company issued an aggregate of 6,112,993 shares of common stock, to non-affiliate investors for aggregate net cash proceeds of $4,368,796, net of $215,949 of issuance costs. Common Stock Issued for Services ● During the year ended December 31, 2020, the Company recorded stock-based compensation of $238,268 related to an aggregate of 127,942,741 shares of common stock issued to employees and various consultants, of which $102,332 was charged as compensation and related expenses, $124,219 as professional and consulting expenses and $11,717 as selling and marketing expenses in the accompanying consolidated statements of operations. The stock-based compensation was based on the fair value of common stock on the date of grant. ● On June 22, 2021, the Company issued 150,000 shares of common stock with fair value of $150,000 based on the fair value of common stock on the date of grant, pursuant to an agreement which was recorded as deferred compensation and is being amortized over the 2-year term of the agreement. During the ten months ended October 31, 2021, $28,125 of the deferred compensation was expensed as product development expense in the accompanying consolidated statements of operations. As of October 31, 2021, there was $121,875 of deferred compensation related to this agreement. ● On July 22, 2021, the Company issued 150,000 shares of common stock with fair value of $172,500 based on the fair value of common stock on the date of grant, pursuant to an agreement which was recorded as deferred compensation and is being amortized over the term of the agreement. During the ten months ended October 31, 2021, $25,156 of the deferred compensation was expensed as product development expense in the accompanying consolidated statements of operations. As of October 31, 2021, there was $147,344 of deferred compensation related to this agreement. ● On September 15, 2021, the Company issued 150,000 shares of common stock with fair value of $255,000 based on the fair value of common stock on the date of grant, pursuant to an agreement which was recorded as deferred compensation and is being amortized over the 2-year term of the agreement. During the ten months ended October 31, 2021, $15,938 of the deferred compensation was expensed as product development expense in the accompanying consolidated statements of operations. As of October 31, 2021, there was $239,063 of deferred compensation related to this agreement. ● On October 20, 2021, the Company issued 100,000 shares of common stock with fair value of $132,000 based on the fair value of common stock on the date of grant, pursuant to a consulting agreement which was recorded as professional and consulting expenses in the accompanying consolidated statements of operations. Common Stock Issued for Prepaid Services ● On April 20, 2021, the Company issued an aggregate of 2,000,000 shares of common stock with an aggregate grant date fair value of $1,800,000 or $0.90 per share based on the market price of common stock on grant date, to two consultants pursuant to a consulting agreement (see Note 14). The fair value of the common stock was initially recorded in equity as deferred compensation which will be amortized over the twelve-month service period. During the ten months ended October 31, 2021, the Company amortized $1,050,00 of the deferred compensation which was charged to professional and consulting expense in the accompanying consolidated statements of operations. As of October 31, 2021, the deferred compensation related to this agreement was $750,000 which will be amortized over a period of five months. Common Stock Issued Pursuant to Lock-Up & Leak Out Agreements ● During the ten months ended October 31, 2021, the Company issued to several stockholders, an aggregate of 112,500 shares of common stock with fair value of $152,626 or an average per share price of $1.36, based on the market price of common stock on grant date, pursuant to a Lock-Up & Leak Out Agreement (see Note 14). The fair value of the common stock was initially recorded in equity as deferred compensation which is amortized over the lock up period of three-to-four-month period. During the ten months ended October 31, 2021, the Company amortized $36,688 of the deferred compensation and was recorded as interest expense in the accompanying consolidated statement of operations. As of October 31, 2021, the deferred compensation related to this agreement was $115,938 which will be amortized over a period of three months. Cancellation of Common Stock Issuable ● On April 20, 2020, in connection with the Exchange Agreement and Merger (see Note 3), 2,600,000 shares of common stock issuable at the closing of the acquisition were cancelled during the year ended December 31, 2020. As of December 31, 2020, the Company did not have any common stock issuable. Common Stock Issued for Acquisition of Subsidiary ● On July 6, 2021, the Company issued an aggregate of 2,008,310 shares of common stock with fair value of $2,028,393, based on the market price of common stock on date of acquisition, to members of Model Meals, LLC in exchange for 100% membership, pursuant to the Agreement and Plan of Merger (see Note 1 and Note 3). Common Stock Issued for Asset Acquisition Transaction ● On October 25, 2021, the Company issued: (i) 2,266,666 shares of common stock, with fair value of $2,969,334, based on the market price of common stock on date of issuance, to members of Homemade Meals, LLC as compensation to terminate an exclusivity and non-compete agreement in order to execute a license agreement with a celebrity which was recorded as product development expense in the accompanying consolidated statement of operations and (ii) 2,000,000 shares of common stock with fair value of $2,620,000, based on the market price of common stock, as consideration to a celebrity chef in connection with the execution of a License Agreement which was capitalized as an intangible asset and is being amortized over the three-year term (see Note 4). Stock Options A summary of the Company’s outstanding stock options as of October 31, 2021 and changes during the period ended are presented below: Number of Weighted Weighted Aggregate Balance on December 31, 2019 — $ — — $ — Deemed issued in connection with the Company’s recapitalization (see Note 3) 60,638 $ 3.20 0.03 — Balance on December 31, 2020 60,638 $ 3.20 0.03 $ — Expired (60,638 ) — — — Balance on October 31, 2021 — — — — Stock Warrants Warrants Issued Pursuant to Recapitalization ● On April 20, 2020, pursuant to the Merger (see Note 3), the Company issued warrants to purchase up to 4,041,258 shares of common stock with exercise price of $0.032 per share (in whole or in part) and expiration date of April 20, 2030 (see above Common Stocks and Warrants Issued Pursuant to Recapitalization), in exchange for certain outstanding shares of the Company’s common stock on the date of the Merger. ● On April 20, 2020, pursuant to the Exchange Agreement (see Note 3), the Company issued warrants to purchase up to 6,926,314 shares of common stock with an exercise price of $0.032 per share (in whole or in part) and expiration date of April 20, 2030 in exchange for certain outstanding common stock shares of Home Bistro Holdings on the date of the Merger, of which the Company had received $100,005 in total proceeds prior to the Merger in exchange for shares of Home Bistro Holdings common stock. Warrants Issued Pursuant to an Employment Agreement ● On October 1, 2021, the Company issued warrants to purchase up to 2,000,000 shares of the Company’s common stock to a am executive in connection with an employment agreement (see Note 14). This warrant is exercisable, in whole or in part, upon issuance at $0.001 per share, and expires on October 1, 2026. These warrants have a grant date fair value of $2,714,971, recorded as compensation and related expenses on the accompanying consolidated statements of operations. Warrants Issued for Professional Services ● On September 22, 2020, the Company issued a warrant to purchase up to 300,000 shares of the Company’s common stock to a third-party entity in connection with the Joint Product Development and Distribution Agreement (see Note 14). This warrant is exercisable, in whole or in part, upon issuance at $0.001 per share, and expires on September 22, 2030. This warrant has a grant date fair value of $360,000 recorded at issuance as product development expense on the consolidated statements of operations. ● On December 18, 2020, the Company issued warrants to purchase up to 10,640 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $1.27 per share, and expires on December 18, 2025. These warrants have a grant date fair value of $11,471, recorded as professional and consulting expenses on the consolidated statements of operations. ● On April 24, 2021, the Company issued warrants to purchase up to 5,435 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $1.10 per share, and expires on April 24, 2026. These warrants have a grant date fair value of $1,419, recorded as professional and consulting expenses on the consolidated statements of operations. ● On May 17, 2021, the Company issued warrants to purchase up to 1,920 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $2.50 per share, and expires on May 17, 2026. These warrants have a grant date fair value of $286, recorded as professional and consulting expenses on the consolidated statements of operations. ● On September 10, 2021, the Company issued warrants to purchase up to 2,250 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $3.00 per share, and expires on May 17, 2026. These warrants have a grant date fair value of $751, recorded as professional and consulting expenses on the consolidated statements of operations. ● On October 1, 2021, the Company issued warrants to purchase up to 500,000 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $0.001 per share, and expires on October 1, 2026. These warrants have a grant date fair value of $678,253, recorded as professional and consulting expenses on the consolidated statements of operations. ● On October 1, 2021, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock to a related-party entity in connection with a consulting agreement (see Note 14). This warrant is exercisable, in whole or in part, upon issuance at $0.001 per share, and expires on October 1, 2026. These warrants have a grant date fair value of $1,356,507, recorded as professional and consulting expenses - related party on the consolidated statements of operations. Warrants Issued for Commitment Fee with Convertible Notes Payable ● On January 27, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 22, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 25, 2021, the Company issued warrant to purchase up to 78,250 shares of common to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $4,744 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a related party investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 30, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 55,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On April 7, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 17, 2021, the Company issued a warrant to purchase up to 60,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On May 28, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $30,326 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $1.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On September 1, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $9,493 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On September 8, 2021, the Company issued a warrant to purchase up to 114,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment (see Note 5). The warrant; (i) was valued at $21,004 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. The Company used the Binomial pricing model to determine the fair value of its stock options which requires the Company to make several key judgments including: ● the expected life of issued stock warrants; ● the expected volatility of the Company’s stock price; ● the expected dividend yields to be realized over the life of the stock warrants; and ● the risk-free interest rate over the expected life of the stock warrants. The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term and was estimated to be 2 years. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock and the Company’s expected divided yield was estimated to be zero. Dividend rate — % Term (in years) 2.5 to 5 years Volatility 69 % Risk-free interest rate 0.14% to 0.27 % A summary of the Company’s outstanding stock warrants as of October 31, 2021 and changes during the period ended are presented below: Number of Stock Weighted Average Weighted Average Balance on December 31, 2019 — $ — — Deemed issued in connection with the Company’s recapitalization (see Note 3) 4,041,258 0.032 9.3 Issued pursuant to Exchange Agreement (see Note 3) 6,926,314 0.032 9.3 Granted 310,640 0.044 9.6 Balance on December 31, 2020 11,278,212 0.032 9.3 Issued as commitment fee pursuant to convertible debt (see Note 5) 957,250 2.308 4.4 Granted 3,509,605 0.001 4.9 Stock warrants exercisable on October 31, 2021 15,745,076 $ 0.167 7.4 Weighted average fair value of stock warrants granted during the period $ 1.08 The exercisable stock warrants had an intrinsic value of $18,104,799 on October 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Employment Agreement On October 1, 2021, the Company entered into an employment agreement (“Duchman Employment Agreement”) with Zalmi Scher Duchman to serve as the Company’s Chief Executive Officer. The Duchman Employment Agreement has a term of three years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 2,000,000 shares of common stock, with grant a date fair value of $2,714,971, which vested upon issuance, exercisable at $0.001 and expires on October 1, 2026. Mr. Duchman is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Mr. Duchman for cause (as defined in the Duchman Employment Agreement) by giving Mr. Duchman written notice approved by the Board of Directors (“Board”) of such termination, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for cause is based and (ii) to be given within six months of the Board learning of such act or acts or failure or failures to act. The Duchman Employment Agreement may be terminated at Board’s discretion during the Term, provided that if Mr. Duchman is terminated without cause, the Company shall pay to Mr. Duchman an amount calculated by multiplying Mr. Duchman monthly salary, at the time of such termination, times the number of months remaining in the Term. On March 25, 2022, the Company entered into an employment agreement (“May Employment Agreement”) with Camille May to serve as the Company’s Chief Financial Officer. The May Employment Agreement has a term of two years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 250,000 shares of common stock, with grant a date fair value of $187,280, which vested upon issuance, exercisable at $0.001 and expires on March 27, 2027. Ms. May is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Ms. May for cause (as defined in the May Employment Agreement) by giving Ms. May written notice approved by the Board of Directors of such termination. Lease Obligation Settlement On February 22, 2018, the Company entered into a Surrender Agreement with a former landlord for rental obligations dating back to the year ended December 31, 2017 until the space was vacated by the Company on March 31, 2017. Upon executing the Surrender Agreement, the former landlord and the Company agreed that the total rental obligation due was $109,235. The former landlord agreed to $50,000 as full satisfaction of all obligations owed at the time of the Surrender Agreement. The Company agreed to make regular payments on the outstanding rental obligation until paid in full through September 2019; however, there is no penalty if the obligation is not fully paid by such date. As of July 31, 2022 and October 31, 2021, the balance remaining due on this obligation were $21,400 and $22,900, respectively, included in accounts payable on the accompanying unaudited consolidated balance sheets. Put Option Agreement and Stock Repurchase Agreement On April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expired fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded an initial common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the ten months ended October 31, 2021, the Company recorded a reduction of $681,725. During the nine months ended July 31, 2022, the Company recorded a reduction of $113,072. As of July 31, 2022, the Company has recorded an aggregate reduction of $794,797 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of July 31, 2022 and October 31, 2021, the Company had $505,203 and $618,275 million of common stock repurchase obligation outstanding, respectively. On June 30, 2022, the Company and a stockholder entered into a Stock Repurchase Agreement, pursuant to which, among other things, the Company agreed to purchase certain shares of common stock from such stockholder for an aggregate purchase price of $150,000. In connection with this Stock Repurchase Agreement, the Company recorded an initial common stock repurchase obligation in the amount of $150,000 which was recorded in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Stock Repurchase Agreement. The Company shall pay to the Shareholder the Purchase Price in immediately available funds, as follows: (1) $50,000 which was be paid upon the complete execution of this Stock Repurchase Agreement, and the related Settlement Agreement and Release, and the Lock-up and Leak-out Agreement; (2) $50,000 to be paid 30 days after the complete execution of the Stock Repurchase Agreement, the Settlement Agreement and Release, and the Lock-up and Leak-out Agreement; and (3) the final $50,000 to be paid 60 days after the complete execution of the Stock Repurchase Agreement, the Settlement Agreement and Release, and the Lock-up and Leak-out Agreement. As of July 31, 2022, the Company had $100,000 of common stock repurchase obligation outstanding. Joint Product Development and Distribution Agreement Corlich Enterprises, Inc On September 22, 2020, the Company and Corlich Enterprises, Inc., a New Jersey corporation (“Corlich”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date, pursuant to which, among other things, Corlich agreed to provide certain commercial services (the “Services”) of Cat Cora, an American professional chef, in order for the Company and Corlich to collaboratively develop a brand of meals (the “Cat Cora Meals”). In consideration for the Services, the Company agreed to (i) pay Corlich a royalty on net revenues generated from (A) the Cat Cora Meals, and (B) Home Bistro and Prime Chop brand orders where a dedicated code is used at purchase, and (ii) issue a warrant to purchase up to 300,000 shares of common stock. The Development Agreement has a three-year term, unless sooner terminated pursuant to its terms. During the first year of the Development Agreement’s term, Corlich is guaranteed a minimum royalty payment of $109,210. For the second and third year of the Development Agreement’s term, the Development Agreement estimates that Corlich will be guaranteed a minimum royalty payment of $218,380 and $436,770, respectively, subject to the achievement of the prior year’s guaranteed minimum royalty (“GMR”) payment and the parties’ agreement to negotiate in good faith a lower guaranteed minimum royalty if such guaranteed minimum royalty payment is not achieved or to otherwise terminate the Development Agreement. Royalties above the guaranteed minimum royalty are based on an increasing percentage of net revenues generated from the sale of Cat Cora Meals as certain revenue milestones are met as defined in the Distribution Agreement. The GMR is expensed to cost of sales over the term of the Development Agreement. During the ten months ended October 31, 2021, the Company paid an aggregate of $78,260 of accrued royalty fee. During the nine months ended July 31, 2022, the Company paid an aggregate of $49,139 of accrued royalty fee. During the nine months ended July 31, 2022, the Development Agreement was amended by both parties whereby the minimal royalty payment of $109,210 was extended through December 31, 2021 and the increased GMR of $218,380 would begin January 1, 2022 and the $436,770 GMR January 1, 2023. During the nine months ended July 31, 2022, the Company recorded $86,442 of royalty expense related to the GMR. As of July 31, 2022, an aggregate total of $109,199 of accrued royalty fee was reflected, with $61,794 included in accounts payable and $44,405 included in accrued expense and other liabilities in the accompanying unaudited consolidated balance sheets. As of July 31, 2022 and October 31, 2021, a total of $109,199 and $71,896 of accrued royalty fee, respectively, was reflected under accrued expense and other liabilities in the accompanying unaudited consolidated balance sheets. Hungry Fan Brand, LLC On February 18, 2021, the Company and Hungry Fan Brand, LLC (“Hungry Fan”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Hungry Fan Meals, under the terms and conditions of the Development Agreement. For the use of Hungry Fan Meals and all associated intellectual property for the benefit of the Hungry Fan Meals, the Company shall pay to Hungry Fan the following: (i) 10% of all Net Revenue generated from the sale of the Hungry Fan Meals (the “Hungry Fan Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Hungry Fan Meals less discounts and returns. The Hungry Fan Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Hungry Fan a guaranteed minimum compensation of $24,000 over twelve months (the “GMC”), to be paid in installments of $2,000 per month, by the 10 th Red Velvet XOXO, LLC On March 19, 2021, the Company and Red Velvet XOXO LLC, a New York corporation (“Red Velvet”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective date unless sooner terminated as defined in the Development Agreement, or unless extended by mutual agreement of the Parties. Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts, marketed and sold exclusively utilizing Red Velvet’s recipes (the “Red Velvet Desserts”) under the Home Bistro label, under the terms and conditions of the Development Agreement. For the use of Red Velvet Desserts and all associated intellectual property for the benefit of the Red Velvet Desserts, Bistro shall pay to Red Velvet the following: (i) 10% of all Net Revenue generated from the sale of the Red Velvet Desserts (the “Velvet Desserts Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Red Velvet Desserts less discounts and returns. The Velvet Desserts Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Red Velvet Desserts dedicated code was used at the time of purchase (“Velvet Desserts Commission”). The Velvet Desserts Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Commission was earned. During the ten months ended October 31, 2021, Red Velvet earned $198 of royalty fees pursuant to terms of the Development Agreement. As of July 31, 2022 and October 31, 2021, $198 of accrued royalty fee was reflected under accrued expense and other liabilities in the accompanying consolidated balance sheets. Chef Roblé & Co. On April 13, 2021, the Company and Roblé Ali (“Roblé”), celebrity chef and reality TV personality “Chef Roblé & Co.” (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for two years from the effective date. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Roblé Meals, under the terms and conditions of the Development Agreement. For the use of Roblé Meals and all associated intellectual property for the benefit of the Roblé Meals, the Company shall pay to Roblé the following: (i) 10% of all Net Revenue generated from the sale of the Roblé Meals (the “Roblé Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Roblé Meals less discounts and returns. The Roblé Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Roblé Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Roblé dedicated code was used at the time of purchase (“Roblé Commission”). Upon execution of the Development Agreement, the Company shall provide Roblé with a dedicated code to publicly share for a mutually agreed upon percent off any purchase of Home Bistro and Prime Chop brand orders. The Company shall ensure that the code is valid and in effect for the entire term. The Roblé Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. The total aggregate compensation paid to Roblé shall be reduced by the GMC. During the transitional period ending October 31, 2021, the first condition has been satisfied by both parties and the Company paid $9,000 the GMC. As of July 31, 2022 and October 31, 2021, there were no accrued GMC as the Selling Date has not yet occurred. Claudia Cocina LLC On June 22, 2021, the Company and Claudia Cocina LLC (f/s/o Claudia Sandoval), a California limited liability company (“Claudia Cocina”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CS Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement is effective upon signature and shall remain in effect from the first date on which the CS Meals are commercially launched (the “Launch Date”) until the last day of the month that is one year from the Launch Date (the “Initial Term”). The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) (the Initial Term and the Renewal Term, individually and together, (the “Term”)) upon mutual written consent, which consent must be provided no later than sixty days prior to the end of the current Term. The Renewal Term shall be on the same terms and conditions as provided herein for the Initial Term, except that the Guaranteed Minimum Sales and the Guaranteed Minimum Royalties (“GMR”) payable during the Renewal Term shall be mutually agreed to between the Parties. The Company issued 150,000 shares of common stock with grant date fair value of $150,000 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement and subject to a Lock-Up Leak-Out Agreement. The Company recorded the $150,000 as deferred compensation in the accompanying consolidated balance sheet to be amortized over the term of the Development Agreement. During the nine months ended July 31, 2022, the Company expensed $121,875 of the deferred compensation as product development expense in the accompanying unaudited consolidated statement of operations. As of July 31, 2022 and October 31, 2021, there were $0 and $121,875 of deferred compensation, respectively, related to this Development Agreement. Claudia Cocina shall receive 10% royalties on all Net Revenues (“Royalty”) generated from the sale of: (i) CS Meals; and (ii) Home Bistro and Prime Chop brand orders in which a CS dedicated code was used at the time of purchase, in accordance with the Royalty Schedule set forth in the Development Agreement. For the purpose of this Development Agreement “Net Revenue” shall be defined as gross sales of products less actual returns and refunds, which returns and refunds shall not exceed eight percent (8%) of such gross sales. In addition, the GMR for the Term shall be at least $36,000 per year in the aggregate, payable monthly at the rate of $3,000 per month or 10% of gross sales, whichever is higher for the month. The Company agrees that Royalty payments may only be credited to the year to which such payments apply (i.e., Royalty payments paid to Claudia Cocina during the first twelve months of the Agreement can only offset the GMR of the first twelve months, and not the subsequent 12-month period GMR). Payments made during any year during the Term, which are in excess of the GMR payments for the applicable year may not be credited towards another year. All GMR payments hereunder are non-refundable and are due upon the first CS Meals being launched which occurred in November 2021. During the nine months ended July 31, 2022, the Company recorded $21,000 of royalty expense related to the GMR. As July 31, 2022 and October 31, 2021, there were no accrued royalty fee. Chef Richard Blais On July 22, 2021 (“Effective Date”), the Company and Trail Blais, LLC (f/s/o Chef Richard Blais), celebrity chef and reality TV personality (“Chef Richard Blais”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“Blais Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date (“Term”), ending no later than July 30, 2022. The first twelve-month anniversary of the Development Agreement shall be deemed “Year One For the use of Chef Richard Blais and all associated intellectual property for the benefit of the Blais Meals, the Company shall pay to Blais the following: (i) 10% of all net revenue generated from the sale of Blais Meals (the “Blais Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Blais Meals less discounts and returns. The Blais Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Perfect Athlete LLC On September 15, 2021 (“Effective Date”), the Company and Perfecting Athletes, LLC (“PA” or “Perfecting Athletes”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“PA Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-years from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “ Year One For the use of Perfecting Athletes and all associated intellectual property for the benefit of the PA Meals, the Company shall pay to Perfecting Athletes the following: (i) 10% of all net revenue generated from the sale of PA Meals (the “PA Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on PA Meals less discounts and returns. The PA Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Spicy Mango Foodies LLC On January 19, 2022 (“Effective Date”), the Company and Spicy Mango Foodies LLC (f/s/o Chef Priyanka Naik (“CPN”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CPN Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CPN Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CPN Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 100,000 shares of common stock with grant date fair value of $100,000 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement. The Company shall record it as deferred compensation to be amortized over the Term of the Development Agreement. The Company recorded the $100,000 as deferred compensation in the accompanying unaudited consolidated balance sheet and is being amortized over the two-year term of the Development Agreement. During the nine months ended July 31, 2022, the Company expensed $27,083 of the deferred compensation as product development expense in the accompanying unaudited consolidated statement of operations. As of July 31, 2022, there was $72,917 of deferred compensation related to this Development Agreement. For the use of Spicy Mango Foodies, LLC (“SMF”) and all associated intellectual property for the benefit of the CPN Meals, the Company shall pay to SMF the following: (i) 10% of all Net Revenue generated from the sale of CPN Meals (“SMF Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CPN Meals less discounts and returns. The SMF Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Mini Melanie, LLC On February 22, 2022 (“Effective Date”), the Company and Mini Melanie, LLC (f/s/o Chef Melanie Moss (“MM”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (“Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts (“Moss Deserts”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date. For the use of MM and all associated intellectual property for the benefit of the Moss Deserts, the Company shall pay to MM 5% of all Net Revenue generated from the sale of Moss Deserts (“MM Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Moss Deserts less discounts and returns. The MM Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th Consulting Agreements On April 1, 2021, the Company and Redstone Communications, LLC (“Redstone”) (collectively as “Parties”) entered into an agreement to provide strategic consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of April 1, 2021 until March 31, 2022. Pursuant to the Agreement, Redstone shall be paid, in cash, a monthly fee of $10,000 over the twelve months service period and received 2,000,000 shares of common stock with grant date fair value of $1,800,000 as compensation, which was recorded as deferred compensation in the accompanying consolidated balance sheet and amortized over the twelve months service period. In 2021, the Company amortized $1,050,000 of the deferred compensation. During the nine months ended July 31, 2022, the Company amortized $750,000 of the deferred compensation and was recorded as professional and consulting expense in the accompanying unaudited consolidated statement of operations. As of July 31, 2022 and October 31, 2021, the deferred compensation related to this Agreement was $0 and $750,000, respectively. On September 10, 2021, the Company and Bench International, LLC (“Bench International”) (collectively as “Parties”) entered into an agreement to marketing consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of September 10, 2021. Pursuant to the Agreement, Bench International shall be paid, in cash, and aggregate amount of $350,000 to be paid in seven monthly instalments of $50,000 beginning September 2021 until March 2022. In 2021, the Company paid an aggregate amount of $100,000. During the nine months ended July 31, 2022, the Company paid an aggregate amount of $205,000. During the nine months ended July 31, 2022, the Company recognized $246,667 of expense related to this Agreement and recorded as selling and marketing expenses in the accompanying unaudited consolidated statement of operations. As of July 31, 2022 and October 31, 2021, the prepaid expense related to this Agreement were $0 and $41,667, respectively. On October 1, 2021, the Company and a consultant (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022, unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Pursuant to the agreement, the Company issued warrants to purchase 500,000 of common stock (“Warrant”) with a grant date fair value of $678,253 for services rendered and was recorded as professional and consulting expenses in the accompanying consolidated statement of operations in 2021. The Warrant vested upon issuance, has an exercise price of $0.001 and expiration date of October 1, 2026. In addition, the consultant shall receive $3,000 per month, payable in cash on the first of each month commencing on the effective date. Consulting Agreement – Related Party On October 1, 2021, the Company and Michael Novielli through Dutchess Capital Partners, LLC (“Dutchess Capital”) (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022 unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Michael Novielli currently serves as a member of the Board of Directors and is considered a related party. Pursuant to the agreement, Dutchess Capital received warrants to purchase 1,000,000 of common stock (“Warrant”) with a grant date fair value of $1,356,507, for services rendered and was recorded as professional and consulting expenses – related party in the accompanying consolidated statement of operations. The Warrant vested upon issuance, had exercise price of $0.001 and expiration date of October 1, 2026. In addition, Dutchess Capital shall receive $10,000 per month, payable in cash on the first of each month commencing on the effective date. For the three and nine months ended July 31, 2022, professional and consulting expense – related party amounts to $30,000 and $90,000, respectively. Lock-Up and Leak Out Agreements In 2021 and during the nine months ended July 31, 2022, the Company and various stockholders (collectively as “Parties”) entered into a Lock-Up and Leak Out Agreement (“Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, stockholders, including the stockholders’ affiliated entities, agreed that for the period beginning on the respective effective dates of their Lock-Up Agreements and ending in the period between October 2021 to June 2023 (the “Lock-Up Period”), the stockholders will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, any shares of Company’s common stock or securities convertible into or exercisable for common stock or securities or rights convertible into or exchangeable or exercisable for any common stock, whether owned by the stockholders as the date hereof or acquired subsequent to the date hereof (collectively, the “Lock-Up Shares”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. During the ten-months ended October 31, 2021, as consideration for the stockholders’ execution of the Lock-Up Agreements, the Company issued an aggregate of 112,500 shares of common stock with grant date fair value of $152,626 which was recorded as deferred compensation and amortized over the Lock-Up Period. During the nine months ended July 31, 2022, as consideration for the stockholders’ execution of the Lock-Up Agreements, the Company issued an aggregate of 516,748 shares of common stock with grant date fair value of $554,273 which was recorded as deferred compensation and amortized over the Lock-Up Period (see Note 11). During the nine months ended July 31, 2022, the Company amortized $670,212 of the deferred compensation (see Note 11) and was recorded as professional and consulting expense in the accompanying unaudited consolidated statement of operations. As of July 31, 2022 and October 31, 2021, the deferred compensation related to this Agreement were $0 and $115,938, respectively. License Agreement On June 24, 2021, the Company entered into a licensing agreement (“License Agreement”) with Ayesha Curry (see Note 4). The License Agreement has a term of three years and renewable under the terms and conditions specified in the License Agreement. Pursuant to the License Agreement the Company shall pay Ayesha Curry a 10% royalty fee of the n | NOTE 14 – COMMITMENTS AND CONTINGENCIES Employment Agreement On October 1, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Zalmi Scher Duchman to serve as the Company’s Chief Executive Officer. The Employment Agreement has a term of three years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 2,000,000 shares of common stock, with grant a date fair value of $2,714,971 (see Note 12), which vested upon issuance, exercisable at $0.001 and expires on October 1, 2026. Mr. Duchman is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Mr. Duchman for cause (as defined in Employment Agreement) by giving Mr. Duchman written notice approved by the Board of Directors (“Board”) of such termination, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for cause is based and (ii) to be given within six months of the Board learning of such act or acts or failure or failures to act. The Employment Agreement may be terminated at Board’s discretion during the Term, provided that if Mr. Duchman is terminated without cause, the Company shall pay to Mr. Duchman an amount calculated by multiplying Mr. Duchman monthly salary, at the time of such termination, times the number of months remaining in the Term. Lease Obligation Settlement On February 22, 2018, the Company entered into a Surrender Agreement with a former landlord for rental obligations dating back to the year ended December 31, 2017 until the space was vacated by the Company on March 31, 2017. Upon executing the Surrender Agreement, the former landlord and the Company agreed that the total rental obligation due was $109,235. The former landlord agreed to $50,000 as full satisfaction of all obligations owed at the time of the Surrender Agreement. The Company agreed to make regular payments on the outstanding rental obligation until paid in full through September 2019; however, there is no penalty if the obligation is not fully paid by such date. As of October 31, 2021 and December 31, 2020, the balance remaining due on this obligation were $22,900 and $26,400, respectively, included in accounts payable on the accompanying consolidated balance sheets. Put Option Agreement On April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the ten months ended October 31, 2021, the Company re-assessed the repurchase obligation and pursuant to the agreement recorded a reduction of $681,726 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of October 31, 2021 and December 31, 2020, the Company had $0.6 and $1.3 million of common stock repurchase obligation outstanding, respectively. Joint Product Development and Distribution Agreements Corlich Enterprises, Inc On September 22, 2020, the Company and Corlich Enterprises, Inc., a New Jersey corporation (“Corlich”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date, pursuant to which, among other things, Corlich agreed to provide certain commercial services (the “Services”) of Cat Cora, an American professional chef, in order for the Company and Corlich to collaboratively develop a brand of meals (the “Cat Cora Meals”). In consideration for the Services, the Company agreed to (i) pay Corlich a royalty on net revenues generated from (A) the Cat Cora Meals, and (B) Home Bistro and Prime Chop brand orders where a dedicated code is used at purchase, and (ii) issue a warrant to purchase up to 300,000 shares of common stock (see Note 12). The Development Agreement has a three-year term, unless sooner terminated pursuant to its terms. During the first year of the Development Agreement’s term, Corlich is guaranteed a minimum royalty payment of $109,210. For the second and third year of the Development Agreement’s term, the Development Agreement estimates that Corlich will be guaranteed a minimum royalty payment of $218,380 and $436,770, respectively, subject to the achievement of the prior year’s guaranteed minimum royalty (“GMR”) payment and the parties’ agreement to negotiate in good faith a lower guaranteed minimum royalty if such guaranteed minimum royalty payment is not achieved or to otherwise terminate the Development Agreement. Royalties above the guaranteed minimum royalty are based on an increasing percentage of net revenues generated from the sale of Cat Cora Meals as certain revenue milestones are met as defined in the Distribution Agreement. The GMR is expensed to cost of sales over the term of the Development Agreement. During the ten months ended October 31, 2021, the Company paid an aggregate of $78,260. During the ten months period ended October 31, 2021 and year ended December 31, 2021, the Company recognized GMR expense of $113,753 and $36,403, respectively. As of October 31, 2021 and December 31, 2020, a total of $71,896 and $36,403 of accrued royalty fee, respectively, was reflected under accrued expense and other liabilities in the accompanying consolidated balance sheets. Hungry Fan Brand, LLC On February 18, 2021, the Company and Hungry Fan Brand, LLC (“Hungry Fan”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Hungry Fan Meals, under the terms and conditions of the Development Agreement. For the use of Hungry Fan Meals and all associated intellectual property for the benefit of the Hungry Fan Meals, the Company shall pay to Hungry Fan the following: (i) 10% of all Net Revenue generated from the sale of the Hungry Fan Meals (the “Hungry Fan Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Hungry Fan Meals less discounts and returns. The Hungry Fan Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Hungry Fan a guaranteed minimum compensation of $24,000 over twelve months (the “GMC”), to be paid in installments of $2,000 per month, by the 10 th Red Velvet XOXO, LLC On March 19, 2021, the Company and Red Velvet XOXO LLC, a New York corporation (“Red Velvet”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective date unless sooner terminated as defined in the Development Agreement, or unless extended by mutual agreement of the Parties. Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts, marketed and sold exclusively utilizing Red Velvet’s recipes (the “Red Velvet Desserts”) under the Home Bistro label, under the terms and conditions of the Development Agreement. For the use of Red Velvet Desserts and all associated intellectual property for the benefit of the Red Velvet Desserts, Bistro shall pay to Red Velvet the following: (i) 10% of all Net Revenue generated from the sale of the Red Velvet Desserts (the “Velvet Desserts Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Red Velvet Desserts less discounts and returns. The Velvet Desserts Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Red Velvet Desserts dedicated code was used at the time of purchase (“Velvet Desserts Commission”). The Velvet Desserts Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Commission was earned. During the ten months ended October 31, 2021, Red Velvet earned $198 of royalty fees pursuant to terms of the Development Agreement. As of October 31, 2021, $198 of accrued royalty fee was reflected under accrued expense and other liabilities in the accompanying consolidated balance sheet. Chef Roblé & Co. On April 13, 2021, the Company and Roblé Ali (“Roblé”), celebrity chef and reality TV personality “Chef Roblé & Co.” (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for two years from the effective date. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Roblé Meals, under the terms and conditions of the Development Agreement. For the use of Roblé Meals and all associated intellectual property for the benefit of the Roblé Meals, the Company shall pay to Roblé the following: (i) 10% of all Net Revenue generated from the sale of the Roblé Meals (the “Roblé Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Roblé Meals less discounts and returns. The Roblé Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Roblé Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Roblé dedicated code was used at the time of purchase (“Roblé Commission”). Upon execution of the Development Agreement, the Company shall provide Roblé with a dedicated code to publicly share for a mutually agreed upon percent off any purchase of Home Bistro and Prime Chop brand orders. The Company shall ensure that the code is valid and in effect for the entire term. The Roblé Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. The total aggregate compensation paid to Roblé shall be reduced by the GMC. During the ten months ended October 31, 2021, the first condition has been satisfied by both parties and the Company paid $9,000 the GMC. As of October 31, 2021, there were no accrued GMC. Claudia Cocina LLC On June 22, 2021, the Company and Claudia Cocina LLC (f/s/o Claudia Sandoval), a California limited liability company (“Claudia Cocina”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CS Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement is effective upon signature and shall remain in effect from the first date on which the CS Meals are commercially launched (the “Launch Date”) until the last day of the month that is one year from the Launch Date (the “Initial Term”). The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) (the Initial Term and the Renewal Term, individually and together, (the “Term”)) upon mutual written consent, which consent must be provided no later than sixty days prior to the end of the current Term. The Renewal Term shall be on the same terms and conditions as provided herein for the Initial Term, except that the Guaranteed Minimum Sales and the Guaranteed Minimum Royalties (“GMR”) payable during the Renewal Term shall be mutually agreed to between the Parties. The Company issued 150,000 shares of common stock with grant date fair value of $150,000 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement (see Note 12) and subject to a Lock-Up Leak-Out Agreement. The Company recorded the $150,000 as deferred compensation in the accompanying consolidated balance sheet to be amortized over the term of the Development Agreement. During the ten months ended October 31, 2021, the Company expensed $28,125 of the deferred compensation as product development expense in the accompanying consolidated statement of operations. As of October 31, 2021, there was $121,875 of deferred compensation related to this Development Agreement. Claudia Cocina shall receive 10% royalties on all Net Revenues (“Royalty”) generated from the sale of: (i) CS Meals; and (ii) Home Bistro and Prime Chop brand orders in which a CS dedicated code was used at the time of purchase, in accordance with the Royalty Schedule set forth in the Development Agreement. For the purpose of this Development Agreement “Net Revenue” shall be defined as gross sales of products less actual returns and refunds, which returns and refunds shall not exceed eight percent (8%) of such gross sales. In addition, the GMR for the Term shall be at least $36,000 per year in the aggregate, payable monthly at the rate of $3,000 per month or 10% of gross sales, whichever is higher for the month. The Company agrees that Royalty payments may only be credited to the year to which such payments apply (i.e., Royalty payments paid to Claudia Cocina during the first twelve months of the Agreement can only offset the GMR of the first twelve months, and not the subsequent 12-month period GMR). Payments made during any year during the Term, which are in excess of the GMR payments for the applicable year may not be credited towards another year. All GMR payments hereunder are non-refundable and are due upon the first CS Meals being launched which did not occur by October 31, 2021. As October 31, 2021, there were no payments accrued or paid under the Development Agreement. Chef Richard Blais On July 22, 2021 (“Effective Date”), the Company and Trail Blais, LLC (f/s/o Chef Richard Blais), celebrity chef and reality TV personality (“Chef Richard Blais”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“Blais Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date (“Term”), ending no later than July 30, 2022. The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the Blais Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, The Company shall use best efforts to cease the distribution of all Blais Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Renewal Term shall be negotiated in good faith within ninety days of the end of the Term. The Company issued 150,000 shares of common stock with grant date fair value of $172,500 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement (see Note 12) and subject to a Lock-Up Leak-Out Agreement. The Company recorded the $172,500 as deferred compensation in the accompanying consolidated balance sheet to be amortized over the term of the Development Agreement. During the ten months ended October 31, 2021, the Company expensed $25,156 of the deferred compensation as product development expense in the accompanying consolidated statement of operations. As of October 31, 2021, there was $147,344 of deferred compensation related to this Development Agreement. For the use of Chef Richard Blais and all associated intellectual property for the benefit of the Blais Meals, the Company shall pay to Blais the following: (i) 10% of all net revenue generated from the sale of Blais Meals (the “Blais Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Blais Meals less discounts and returns. The Blais Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Perfect Athlete LLC On September 15, 2021 (“Effective Date”), the Company and Perfecting Athletes, LLC (“PA” or “Perfecting Athletes”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“PA Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-years from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the PA Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, The Company shall use best efforts to cease the distribution of all PA Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 150,000 shares of common stock with grant date fair value of $172,500 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement (see Note 12) and subject to a Lock-Up Leak-Out Agreement. The Company recorded the $255,000 as deferred compensation in the accompanying consolidated balance sheet to be amortized over the term of the Development Agreement. During the ten months ended October 31, 2021, the Company expensed $15,938 of the deferred compensation as product development expense in the accompanying consolidated statement of operations. As of October 31, 2021, there was $239,063 of deferred compensation related to this Development Agreement. For the use of Perfecting Athletes and all associated intellectual property for the benefit of the PA Meals, the Company shall pay to Perfecting Athletes the following: (i) 10% of all net revenue generated from the sale of PA Meals (the “PA Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on PA Meals less discounts and returns. The PA Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Consulting Agreements On April 1, 2021, the Company and Redstone Communications, LLC (“Redstone”) (collectively as “Parties”) entered into an agreement to provide strategic consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of April 1, 2021 until March 31, 2022. Pursuant to the Agreement, Redstone shall be paid, in cash, a monthly fee of $10,000 over the twelve months service period and received 2,000,000 shares of common stock with grant date fair value of $1,800,000 as compensation, which was recorded as deferred compensation in the accompanying consolidated balance sheet and amortized over the twelve months service period (see Note 12). During the ten months ended October 31, 2021, the Company amortized $1,050,000 of the deferred compensation and was recorded as professional and consulting expense in the accompanying consolidated statement of operations. As of October 31, 2021, the deferred compensation related to this Agreement was $750,000 which will be expensed over a period of five months. On September 10, 2021, the Company and Bench International, LLC (“Bench International”) (collectively as “Parties”) entered into an agreement to marketing consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of September 10, 2021. Pursuant to the Agreement, Bench International shall be paid, in cash, and aggregate amount of $350,000 to be paid in seven monthly installments of $50,000 beginning September 2021 until March 2022. During the ten months ended October 31, 2021, the Company paid an aggregate amount of $100,000. During the ten months ended October 31, 2021, the Company recognized $58,333 of expense related to this Agreement and recorded as selling and marketing expenses in the accompanying consolidated statement of operations. As of October 31, 2021, the prepaid expense related to this Agreement was $41,667. On October 1, 2021, the Company and a consultant (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022, unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Pursuant to the agreement, the Company issued warrants to purchase 500,000 of common stock (“Warrant”) with a grant date fair value of $678,253 for services rendered (see Note 12) and was recorded as professional and consulting expenses in the accompanying consolidated statement of operations. The Warrant vested upon issuance, has an exercise price of $0.001 and expiration date of October 1, 2026. In addition, the consultant shall receive $3,000 per month, payable in cash on the first of each month commencing on the effective date. Consulting Agreement – Related Party On October 1, 2021, the Company and Michael Novielli through Dutchess Capital Partners, LLC (“Dutchess Capital”) (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022 unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Michael Novielli currently serves as a member of the Board of Directors and is considered a related party (see Note 11). Pursuant to the agreement, Dutchess Capital received warrants to purchase 1,000,000 of common stock (“Warrant”) with a grant date fair value of $1,356,507 (see Note 12), for services rendered and was recorded as professional and consulting expenses – related party in the accompanying consolidated statement of operations. The Warrant vested upon issuance, had exercise price of $0.001 and expiration date of October 1, 2026 In addition, Dutchess Capital shall receive $10,000 per month, payable in cash on the first of each month commencing on the effective date. Lock-Up and Leak Out Agreements During the ten-months ended October 31, 2021, the Company and various stockholder (collectively as “Parties”) entered into a Lock-Up and Leak Out Agreement (“Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, stockholders, including the stockholders’ affiliated entities, agrees that for the period beginning on the respective effective dates of their Lock-Up Agreements and ending in the period between October 2021 to June 2023 (the “Lock-Up Period”), the stockholders will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, any shares of Company’s common stock or securities convertible into or exercisable for common stock or securities or rights convertible into or exchangeable or exercisable for any common stock, whether owned by the stockholders as the date hereof or acquired subsequent to the date hereof (collectively, the “Lock-Up Shares”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. During the ten-months ended October 31, 2021, in connection with the Lock-Up Agreements, the Company issued an aggregate of 112,500 shares of common stock with grant date fair value of $152,626 which was recorded as deferred compensation and amortized over the Lock-Up Period (see Note 12). During the ten months ended October 31, 2021, the Company amortized $36,688 of the deferred compensation and was recorded as interest expense in the accompanying consolidated statement of operations. As of October 31, 2021, the deferred compensation related to this Agreement was $115,938 which will be amortized over the remaining Lock-Up Period of three months. Registration Rights Agreement The Company also entered into a Registration Rights Agreement (“Registration Agreement”) in connection with the December 2020 Agreements II (see Note 5). Pursuant to which the Company is required to prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Securities as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registerable Securities, or an amount equal to the maximum amount allowed under Rule 415 (a)(1)(i) as interpreted by the SEC. In the event the Company cannot register sufficient shares of Securities, due to the remaining number of authorized shares of Securities being insufficient, the Company will use its best efforts to register the maximum number of shares it can base on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Joint Product Development and Distribution Agreement Tsuji’s Inc. On August 26, 2022 (“Effective Date”), the Company and Tsuji’s Inc. (f/s/o Chef Katsuji Tanabe (“CKJ”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CKJ Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CKJ Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CKJ Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 100,000 shares of common stock with grant date fair value of $20,000, or $0.20 per share, based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement. The Company shall record it as deferred compensation to be amortized over the Term of the Development Agreement. In connection with the sale of CKJ Meals, the Company shall pay to CKJ the following: (i) 5% of all net revenue generated from the sale of CKJ Meals (the “CKJ Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CKJ Meals less discounts and returns. The CKJ Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Chef David Burtka On September 8, 2022 (“Effective Date”), the Company and Chef David Burtka (“CDB”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CDB Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CDB Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CDB Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 250,000 shares of common stock with grant date fair value of $45,000, or $0.18 per share, based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement. The Company shall record it as deferred compensation to be amortized over the Term of the Development Agreement. In connection with the sale of CDB Meals, the Company shall pay to CDB the following: (i) 5% of all net revenue generated from the sale of CDB Meals (the “CDB Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CDB Meals less discounts and returns. The CDB Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th All Grain LLC On September 9, 2022 (“Effective Date”), the Company and All Grain LLC (f/s/o Chef Danielle Walker (“CDW”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CDW Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CDW Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CDW Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 100,000 shares of common stock with grant date fair value of $21,000, or $0.21, based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement. The Company shall record it as deferred compensation to be amortized over the Term of the Development Agreement. In connection with the sale of CDW Meals, the Company shall pay to CDW the following: (i) 5% of all net revenue generated from the sale of CDW Meals (the “CDW Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CDW Meals less discounts and returns. The CDW Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Common Stock Issued for Convertible Notes On August 26, 2022, the Company issued 214,427 shares of its common stock upon conversion of debt and accrued interest of $42,778. Convertible Notes August 2022 Note On August 24, 2022 (the “Issue Date”), the Company entered into a Securities Purchase Agreement dated as of August 24, 2022 (the “SPA”), by and between the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”). Pursuant to the SPA, among other things, the Company agreed to issue to the Investor a convertible note in the original principal amount of $104,250 (the “Note,” and together with the SPA, the “Agreements”). Upon closing, the Company received $92,000 in net proceeds from the Investor, net of fees of $12,250. The Note accrues interest at an annual interest rate of 8% and a default interest rate of 22%, and matures on August 24, 2023 (the “Maturity Date”). The Investor may convert the Note into shares of the Company’s common stock, 180 days after the Issue Date until the later of (i) the Maturity Date and (ii) the date the Company pays any amounts owed in connection with an event of default. The per share conversion price into which the Note is convertible into shares of Common Stock (the “Conversion Price”) is 65% multiplied by the average of the lowest two closing bid prices for the Common Stock during the ten trading days ending on the last trading day prior to the conversion date. The Company has the right to prepay the outstanding principal amount of the Note, plus any accrued interest on the outstanding principal (including any default interest) at a rate of (x) 120% during the period ending 120 days after the Issue Date and (y) 125% during the period between 121 days and 180 days after the Issue Date. The Company does not have a prepayment right following the expiration of the 180 day period Upon the occurrence and during the continuation of any event of default under the Note, the Note becomes immediately due and payable and the Company is obligated to pay the Investor in full satisfaction of its obligations thereunder an amount equal to the greater of (i) the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 150% and (ii)(a) the highest number of shares of Common Stock issuable upon conversion of the default sum at the Conversion Price, multiplied by (b) the highest closing price for the Common Stock during the period beginning on the date of first occurrence of the event of default and ending one day prior to the mandatory prepayment date. The obligations under the Note are not secured by any assets of the Company. The Agreements contain other provisions, covenants and restrictions common with this type of debt transaction. Furthermore, the Company is subject to negative covenants under the Agreements, which the Company also believes are also customary for transactions of this type. September 2022 Note I On September 9, 2022, the Company entered into a Securities Purchase Agreement (“September 2022 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2022 SPA I, the Company; (i) issued a convertible note with principal amount of $150,000 (“September 2022 Note I”) with the Company receiving $123,000 in net proceeds, net of $15,000 of OID and $12,000 of legal fees; (ii) issued warrants to purchase up to 666,667 shares of common stock (“September 2022 I Warrant”). The 666,667 warrants issued shall be valued using the relative fair value method, recording as a debt discount to be amortized over the twelve-month term of the note. The September 2022 Note I bears an annual interest rate of 15% and matures on September 9, 2023. The September 2022 Note II is convertible shall be convertible into shares of Common Stock hereunder, which shall equal the lower of (i) 75% of the closing price of the Common Stock on the date of the investment, and (ii) 90% of the lowest volume weighted average price for the Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date, provided, however, that if the Company consummates an Uplist Offering (as defined in this Note) on or before the date that is one hundred and eighty (180) calendar days after the Issuance Date, then the Conversion Price shall equal 75% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made (for the avoidance of doubt, if a unit includes more than one share of the Common Stock in the Uplist Offering, the Conversion Price shall mean 75% of the unit price divided by the number of shares of Common Stock contained in a unit). The September 2022 I Warrant issued to the investor, provides for the right to purchase up to 666,667 shares of common stock; (i) shall be valued using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the September 2022 Note; (ii) exercisable at $0.225, provided, however, that if the Company consummates an Uplist Offering (as defined in this Warrant) on or before the date that is one hundred and eighty (180) calendar days after the Issue Date, then the Exercise Price shall equal 120% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made (for the avoidance of doubt, if a unit includes more than one share of the Common Stock in the Uplist Offering, the Exercise Price shall mean 120% of the unit price divided by the number of shares of Common Stock contained in a unit), subject to adjustment as provided herein (including but not limited to cashless exercise). Unless otherwise adjusted pursuant to the terms of this Warrant, if the date of a respective exercise under the Warrant is on or before the date that is one hundred and eighty (180) calendar days after the Issue Date and the Company has not consummated an Uplist Offering, then the exercise price of this Warrant shall equal the initial Exercise Price. If the Company at any time while the September Note I and September 2022 Warrant I are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note I and May 2022 Warrant I), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The September 2022 Note I and September 2022 Warrant I also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. Consulting Agreements On August 29, 2022, the Company entered into a six-month Capital Market Advisory Agreement (the “Advisory Agreement”) with a third-party consultant for advisory services. In connection with this Advisory Agreement, the Company shall pay the advisor (1) $5,000 upon execution of the agreement and $5,000 per month to accrue until an uplisting occurs; (2) $25,000 payable upon a NASDAQ uplisting; (3) 100,000 share of the Company’s common stock. The shares shall have reverse split protection through the Nasdaq Listing so that if the Company undertakes a reverse split as part of the of the Nasdaq Listing, the consultant shall receive additional shares immediately after the Nasdaq Listing so that the consultant retains 100,000 shares post reverse split The warrants shall have a cashless exercise provision in the event that the shares underlying the warrants are not registered in an effective registration statement. In the event that the Company undertakes a reverse split prior to or simultaneous with the Nasdaq Listing, the warrants shall have reverse split protection so that the Consultant shall receive 100,000 warrants exercisable for five years at $.20 per share after the reverse split. On September 8, 2022, the Company entered into a six-month Capital Market Advisory Agreement (the “Advisory Agreement II”) with a third-party consultant for advisory and uplisting services. In connection with this Advisory Agreement II, the Company shall pay the advisor 500,000 share of the Company’s common stock with a grant date fair value of $90,000, or $0.18 per share, based on the market price of common stock on grant date. | NOTE 16 - SUBSEQUENT EVENTS Issuance of Common Stock On November 8, 2021, the Company issued to a consultant 600,000 shares of common stock with grant date fair value of $725,940 based on the market price of common stock on grant date, as consideration, pursuant to a consulting agreement for business development related services to be rendered for a six-month period. These common stocks are subject to a Lock-Up and Leak Out Agreement. Subsequent to October 31, 2021, the Company issued an aggregate of 1,187,428 common stock in exchange for net proceeds of $854,405. On November 8, 2022, the Company issued to a consultant warrant for 100,000 shares of common stock with grant date fair value of $120,757 based on the market price of common stock on grant date, as consideration, pursuant to an agreement. Lock-Up and Leak Out Agreements Subsequent to October 31, 2021, the Company and various stockholder (collectively as “Parties”) entered into a Lock-Up and Leak Out Agreement (“Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, stockholders, including the stockholders’ affiliated entities, agrees that for the period beginning on the respective effective dates of their Lock-Up Agreements and ending in the period between November 2021 to May 2022 (the “Lock-Up Period”), the stockholders will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, any shares of Company’s common stock or securities convertible into or exercisable for common stock or securities or rights convertible into or exchangeable or exercisable for any common stock, whether owned by the stockholders as the date hereof or acquired subsequent to the date hereof (collectively, the “Lock-Up Shares”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. In connection with the Lock-Up Agreements, the Company issued an aggregate of 186,037 shares of common stock with grant date fair value of $171,776 which shall be recorded as deferred compensation and amortized over the Lock-Up Period. Convertible Notes Payments Subsequent to October 31, 2021, the Company paid an aggregate of $570,645 of outstanding principal and interest (see Note 5). Joint Product Development and Distribution Agreement On January 19, 2021 (“Effective Date”), the Company and Spicy Mago Foodies LLC (f/s/o Chef Priyanka Naik (“CPN”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CPN Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CPN Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CPN Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 100,000 shares of common stock with grant date fair value of $100,000 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement. The Company shall record it as deferred compensation to be amortized over the Term of the Development Agreement. For the use of Chef Priyanka Naik and all associated intellectual property for the benefit of the CPN Meals, the Company shall pay to CPN the following: (i) 10% of all net revenue generated from the sale of CPN Meals (the “CPN Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CPN Meals less discounts and returns. The CPN Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Lease Agreement On November 11, 2021, the Company renewed its lease agreement (“Renewed Lease Agreement”) for their California kitchen facility, effective on January 1, 2022. The Renewed Lease Agreement provides for (i) a term of six months from the effective date ending on June 30, 2022; (ii) a monthly base rent of $9,960 and; (iii) a monthly storage fee of $2,340. The Renewed Lease Agreement can be terminated with two months’ notice. |
Acquisitions and Disposal of Th
Acquisitions and Disposal of The Discontinued Operations | 12 Months Ended |
Oct. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS AND DISPOSAL OF THE DISCONTINUED OPERATIONS | NOTE 3 – ACQUISITIONS AND DISPOSAL OF THE DISCONTINUED OPERATIONS Acquisition of Home Bistro Holdings and Disposal of The Discontinued Operations of the RTD Business Home Bistro, Inc. was formed on April 9, 2013 as a Delaware corporation, under the name DineWise, LLC. On December 1, 2014, it underwent a statutory conversion filed under Section 8-265 of the Delaware Code to convert from a limited liability company to a corporation and changed its name to Home Bistro, Inc. On September 22, 2020, Home Bistro, Inc. filed a Certificate of Conversion under Section 266 of the Delaware General Corporation Law to convert its state of domicile from Delaware to Nevada and simultaneously filed an Articles of Conversion with the Nevada Secretary of State for the same and changed its name from Home Bistro, Inc. (the now wholly-owned subsidiary of the Company) to Home Bistro Holdings, Inc., each effective as of September 30, 2020. Home Bistro manufactures, packages, and sells, direct-to-consumer, gourmet meals under the Home Bistro brand and markets restaurant quality meats and seafood under the Prime Chop and Colorado Prime brands. The Company’s meals are freshly prepared, to preserve freshness, and packaged in its facility located in Miami, Florida. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products frozen during transport. Orders for restaurant quality meats and seafood through the Company’s Prime Chop and Colorado Prime brands are processed through a third-party co-packer based in North Carolina who fulfills and ships customer orders. Agreement and Plan of Merger On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company, also referred to herein as Merger Sub, and Home Bistro, Inc., a privately-held Delaware corporation engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation), also referred to herein also Home Bistro Holdings, entered into an Agreement and Plan of Merger, also referred to herein as the Merger Agreement, pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger, also referred to herein as the Merger. Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020 (see Note 1). Prior to the effective time of the Merger, the Company and certain of its existing securityholders entered into an Exchange Agreement providing for, among other things, the exchange (the “Exchange”) of securities held by such securityholders for shares of common stock, as more fully detailed therein. As a result of the Exchange, all of the Company’s issued and outstanding shares of Series A Preferred Stock, Series C Preferred Stock and convertible notes were converted into an aggregate of 5,405,479 shares of common stock on a fully diluted basis, consisting of 1,364,232 shares of common stock and warrants to purchase up to 4,041,258 shares of common stock (see Note 12). The 250,000 shares of Series B Preferred Stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement (see Note 12) and 250,000 shares of Series B Preferred Stock held by a related party remained issued and outstanding as of the date of the Merger. After the Exchange, a total of 1,899,094 shares of common stock, warrants to purchase 4,041,258 shares of common stock and 60,638 stock options were deemed issued and outstanding. Certain of the Company’s existing securityholders retained securities held prior to the Merger, consisting of 533,931 shares of common stock and 60,638 stock options which were outstanding at the effective time of the Merger. At the effective time of the Merger, and subject to the terms and conditions of the Merger Agreement, each outstanding share of common stock of Home Bistro Holdings was converted into the right to receive approximately 473 shares of common stock. Accordingly, the aggregate shares of the Company’s common stock issued in the Merger to the former securityholders of Home Bistro Holdings is 24,031,453 shares of common stock on a fully diluted basis consisting of 17,105,139 shares of common stock and warrants to purchase up to 6,926,314 shares of common stock (see Note 12). Subsequent to the Merger, the Company had an aggregate of 30,031,501 shares of common stock issued and outstanding on a fully diluted basis consisting of 19,004,233 shares of common stock, 60,638 stock options and warrants to purchase up to 10,967,572 shares of common stock. On April 20, 2020, pursuant to the terms of the Merger Agreement, Roy G. Warren, Jr., Mike Edwards, and Bruce Zanca resigned as directors of the Company and Roy G. Warren, Jr. resigned as Chief Operating Officer of the Company. The resignations were not the result of any disagreement related to the Company’s operations, policies, or practices. Furthermore, on April 20, 2020, Mr. Zalmi Duchman, the Chief Executive Officer of Home Bistro Holdings, Michael Finkelstein and Michael Novielli were appointed as directors of the Company. In addition, Mr. Duchman was appointed Chief Executive Officer (see Note 1). In connection with the Merger, certain Company stockholders entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such stockholders agreed to certain restrictions regarding the resale of common stock for a period of two years from the date of the Merger Agreement, as more fully detailed therein. Additionally, on April 20, 2020, the Company and a stockholder entered into a Put Option Agreement, pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement (the “Market Period”). Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars (the “Total Investment”) in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as Common stock repurchase obligation Effective April 20, 2020, the Company acquired all the issued and outstanding shares of Home Bistro Holdings pursuant to the Merger Agreement and Home Bistro Holdings became a wholly owned subsidiary of the Company. As a result of the Merger, for financial statement reporting purposes, the Merger between the Company and Home Bistro Holdings has been treated as a reverse acquisition and recapitalization with Home Bistro Holdings deemed the accounting acquirer and the Company deemed the accounting acquiree in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. At the time of the Merger, both the Company and Home Bistro Holdings had their own separate operating segments. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements after the Merger are those of Home Bistro Holdings and are recorded at the historical cost basis of Home Bistro Holdings. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Home Bistro Holdings which are recorded at historical cost. The results of operations of the Company are consolidated with results of operations of Home Bistro Holdings starting on the date of the Merger Agreement. The equity of the consolidated entity is the historical equity of Home Bistro Holdings retroactively restated to reflect the number of shares deemed issued by the Company in the reverse acquisition. The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business as discussed below, this transaction was accounted for as a reverse recapitalization of Home Bistro Holdings where Home Bistro Holdings is considered the historical registrant and the historical operations presented will be those of Home Bistro Holdings. The Following Assets and Liabilities were Assumed in the Merger: Cash $ 4,917 Prepaid expense 9,776 Operating right-of-use asset 32,444 Total assets acquired 47,137 Accounts payable and accrued expenses (209,417 ) Operating right-of-use liability (32,444 ) Total liabilities assumed $ (241,861 ) Net liability assumed $ (194,724 ) Disposal of Discontinued Operations of the RTD Business On September 25, 2020, pursuant to the Asset Purchase Agreement, among other things, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD (Ready to Drink) beverage segment (the “RTD Business”), and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. The Company assumed an accounts payable liability in the amount of $14,000 related to accounting expense of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for accounting expenses in amount of $14,000 incurred prior to the Merger, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note bears interest at a rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through April 25, 2021. As of December 31, 2020, $5,000 remained due on the promissory note. The Company received the $7,000 cash portion of the consideration as of December 31, 2020. The $14,000 reimbursement was recorded to additional paid in capital as reflected in the accompanying consolidated statements of changes in stockholders’ deficit. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. The Asset Purchase Agreement, discussed above under Agreement and Plan of Merger The following table set forth the selected financial data of the net liabilities recorded to additional paid in capital as of September 24, 2020. September 24, Assets: Other assets: Operating lease right-of-use assets, net $ 2,417 Total assets $ 2,417 Liabilities: Current liabilities: Accounts payable $ 112,212 Accrued expenses and other liabilities 5,009 Operating lease liabilities, current portion 2,417 Total current liabilities 119,638 Total liabilities $ 119,638 Net liabilities $ 117,221 Expense reimbursement by Buyer 14,000 Disposal of net liabilities to a related party $ 131,221 The summarized operating result of discontinued operations of the RTD Business included in the Company’s consolidated statements of operations for the year ended December 31, 2020 is as follows: Year Ended Revenues Cost of revenues $ — Gross (loss) profit — — Operating expenses: Compensation expense 5,511 Professional and consulting expenses 26,606 Selling and marketing expenses (7,850 ) General and administrative expenses 37,255 Total operating expenses 61,522 Loss from operations $ 61,522 Gain on debt extinguishment 99,897 Interest income (expense) (172 ) Other income, net 99,725 Income from discontinued operations $ 38,203 The gain on debt extinguishment in the amount of $99,897 reflected above was due to the settlement of outstanding liabilities owed to a vendor in connection with the RTD Business. Acquisition of Model Meals Model Meals, LLC (the “Model Meals”) was formed on May 1, 2015. Model Meals provides prepackaged and prepared meals as a solution for time-constrained but discerning consumers focused on satisfying every member of the family by offering a broad array of the highest quality meal planning, delivery, and preparation services. Products are customized meal solutions, delivered fresh directly to the home and utilizes third-party food delivery services to fulfill customers’ orders. On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock and were paid $60,000 in cash. Pursuant to the Acquisition, the Company issued 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 1). The shares are subject to a 24-month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act. The acquisition of Model Meals will allow the Company the ability to increase its customer base, geographic distribution area, and prepared meals available on its ecommerce sights. Further, on August 12, 2021, the Company filed, in an amended current report Form 8-K/A, Model Meals’; (i) audited balance sheets and audited statement of operations as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, respectively,; (ii) balance sheet and statement of operations as of March 31, 2021 and for the three months ended March 31, 2021, respectively, and; (iii) unaudited pro forma combined financial information derived by the application of pro forma adjustments to the historical consolidated financial statements of the Company and Model Meals which gives effect to the Acquisition between the Company and Model Meals as if the Acquisition had occurred on January 1, 2020 with respect to the unaudited annual pro forma combined statement of operation, and as of January 1, 2021 for the three months ended March 31, 2021 unaudited pro forma combined statement of operation, and as of March 31, 2021 with respect to the unaudited pro forma combined balance sheets. In connection with the Acquisition, the assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The fair values are subject to adjustment during measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Based upon the purchase price allocation, the following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the date of the acquisition: Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,809,357 Total assets acquired at fair value 2,520,695 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,088,393 Purchase consideration paid: Fair value of common shares issued $ 2,028,393 Cash consideration 60,000 Total purchase consideration paid $ 2,088,393 Goodwill recognized as a result of the acquisition is not deductible for tax purposes. See Note 4 for additional information about other intangible assets. The recognized goodwill related to Model Meals is directly attributable to synergies expected to arise after the acquisition. The following unaudited pro forma consolidated results of operations for the ten months ended October 31, 2021 and year ended December 31, 2020 have been prepared as if the acquisition of Model Meals had occurred as of the beginning of the following periods: Ten Months Ended Ten Months Ended October 31, October 31, Net Revenues $ 2,993,650 $ 3,005,607 Net Loss $ (12,802,275 ) $ (1,197,589 ) Net Loss per Share $ (0.56 ) $ (0.07 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
Note Payable _ In Default
Note Payable – In Default | 12 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE – IN DEFAULT | NOTE 6 – NOTE PAYABLE – IN DEFAULT On July 3, 2015, the Company entered into a promissory note payable with a principal amount of $33,000. The note bore interest at a rate of 5% per year and had a maturity date of September 1, 2016. During the year ended December 31, 2018, the Company repaid $18,000 of outstanding principal. During the year ended December 31, 2020, the Company paid the outstanding principal balance of the note payable in full which amounted to $3,738. As of December 31, 2020, the note payable had no outstanding balance. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets on October 31, 2021 and December 31, 2020 consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the ten-months ended October 31, 2021 and the year ended December 31, 2020 are as follow: Ten-Months Year Ended Income tax benefit at U.S. statutory rate of 21% $ (2,688,478 ) $ (260,749 ) Income tax benefit – state (999,858 ) (108,025 ) Non-deductible expenses 2,837,058 223,929 Change in tax rate – state from 8.7% to 7.8% 36,281 — Change in valuation allowance 814,997 144,845 Total provision for income tax $ — $ — The Company’s approximate net deferred tax asset as of October 31, 2021 and December 31, 2020 was as follow: Ten-Months Ended October 31, 2021 Year Ended December 31, 2020 Net operating loss carryforward $ 2,025,694 $ 1,210,697 Total deferred tax asset 2,025,694 1,210,697 Less: valuation allowance (2,025,694 ) (1,210,697 ) Net deferred tax asset $ — $ — The gross operating loss carryforward available to the Company was $7,031,218 at October 31, 2021. The Company provided a full valuation allowance equal to the net deferred income tax asset as of October 31, 2021 and December 31, 2020 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to annual limitations as a result of ownership or business changes that occurred prior to 2021 and may occur in the future. The Company has not conducted a study to determine the limitations on the utilization of these net operating loss carryforwards. The increase in the valuation allowance was $851,278 in 2021. The total net loss carryforward on October 31, 2021 is $2,025,694. The potential tax benefit arising from the net operating loss carryforward of $1,055,538 generated prior to January 1, 2018 will expire in 2033. The potential tax benefit arising from the net operating loss carryforward of $970,156 generated from January 1, 2018 thereon can be carried forward indefinitely within the annual usage limitations. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2020, 2019 and 2018 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Transition Period Comparative D
Transition Period Comparative Data | 12 Months Ended |
Oct. 31, 2021 | |
Transition Period Comparative Data Abstract | |
TRANSITION PERIOD COMPARATIVE DATA | NOTE 15 – TRANSITION PERIOD COMPARATIVE DATA The following table presents certain unaudited consolidated financial information for the ten months ended October 31, 2020, for comparability with the transition period. For the Ten Months Ended For the Ten Months Ended October 31, October 31, (Unaudited) Product sales, net $ 1,644,208 $ 1,083,212 Cost of sales 1,447,901 678,574 Gross profit 196,307 404,638 Operating Expenses: Compensation and related expenses, includes $2,871,721 of stock-based compensation in 2021 3,338,022 506,184 Professional and consulting expenses, includes $1,862,709 of stock-based compensation in 2021 2,979,610 403,652 Professional and consulting expenses - related party, includes $1,356,507 of stock-based compensation in 2021 1,366,507 - Product development expense, includes $3,036,286 and $360,000 of stock-based expense in 2021 and 2020, respectively 3,036,286 360,000 Selling and marketing expenses 835,723 161,859 General and administrative expenses 527,818 153,720 Total Operating Expenses 12,083,966 1,585,415 Operating Loss from Continuing Operations (11,887,659 ) (1,180,777 ) Other Expense: Interest expense, net (1,245,873 ) (8,783 ) Change in fair value of derivative liabilities 289,874 - Gain on extinguishment of debt 26,629 - Gain on forgiveness of debt 14,754 - Other income - 5,000 Total Other Expense, net (914,616 ) (3,783 ) Loss from Continuing Operations (12,802,275 ) (1,184,560 ) Provision for Income Taxes - - Loss from Continuing Operations (12,802,275 ) (1,184,560 ) Discontinued Operations: Income from Disposal of Discontinued Operations Before Provision for Income Taxes - 38,203 Income from Discontinued Operations - 38,203 Net Loss $ (12,802,275 ) $ (1,146,357 ) BASIC AND DILUTED LOSS PER COMMON SHARE: Continuing operations - basic and diluted $ (0.56 ) $ (0.07 ) Discontinued operations - basic $ 0.00 $ 0.00 Discontinued operations - diluted $ 0.00 $ 0.00 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 23,062,353 17,059,912 Diluted 23,062,353 17,059,912 For the Ten Months Ended For the Ten Months Ended October 31, October 31, (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Loss from continuing operations $ (12,802,275 ) $ (1,146,357 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation on property and equipment and finance ROU assets 113,531 176 Amortization on intangible assets 8,837 - Common stock and warrant issued for stock-based compensation 2,871,721 213,841 Common stock and warrants issued for services – related party 1,356,507 - Common stock and warrant issued for services 1,862,709 598,268 Common stock and warrant issued for product development 69,219 - Common stock issued pursuant to lock-up agreements 36,688 - Common stock issued pursuant an asset acquisition transaction (see Note 4) 2,969,334 - Gain on extinguishment of debt and accounts payable (26,629 ) - Gain on forgiveness of debt (14,754 ) - Amortization of debt discount 1,012,554 - Change in fair value of derivative liabilities (289,874 ) - Change in operating assets and liabilities: Inventory 4,743 - Prepaid expenses and other current assets (47,053 ) (14,319 ) Accounts payable 129,389 4,725 Accrued expense and other liabilities (55,664 ) 111,867 Unredeemed gift cards 29,341 5,462 Net cash used in operating activities (2,771,676 ) (226,337 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds (payments) from acquisition of a subsidiaries (60,000 ) 4,917 Purchases of property and equipment (167,824 ) (3,168 ) Net cash (used by) provided by investing activities (227,824 ) 1,749 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock, net of issuance cost 4,368,796 100,006 Proceeds from notes payable - 164,612 Proceeds from convertible note payable, net of debt discount 1,581,450 - Proceeds from convertible note payable - related party, net of debt discount 100,000 - Proceeds from advances payable 332,900 59,000 Repayment of convertible notes payable (1,195,920 ) - Repayment of note payable - in default - (3,738 ) Repayments of advance payable (312,752 ) (45,347 ) Repayment of convertible notes payable - related party (46,931 ) - Net cash provided by financing activities 4,827,543 274,533 Net Change in Cash 1,828,043 49,945 Cash - beginning of period 447,354 7,137 Cash - end of period $ 2,275,397 $ 57,082 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the unaudited consolidated financial statements of the Company and its active wholly owned subsidiaries, Home Bistro Holdings, Inc. and Model Meals LLC (acquired on July 6, 2021) for the period ending July 31, 2022. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending October 31, 2022. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report, due to our change in fiscal year end, on Form 10-KT filed with the SEC on January 31, 2022. | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with Regulation S-X of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements present the consolidated financial statements of the Home Bistro, Inc, its active wholly owned subsidiaries, Home Bistro Holdings, Inc. and Model Meals LLC for the transition period ended October 31, 2021. Since Model Meals LLC was acquired in 2021, it was not consolidated for the year ended December 31, 2020. All the intercompany transactions and balances have been eliminated. In December 2021, the Company’s board of directors and management changed the Company’s fiscal year end from December 31 st st |
Going Concern | Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended July 31, 2022, the Company had a net loss and cash used in operations of $8,237,494 and $3,343,172, respectively. On July 31, 2022, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $(29,951,604), $1,383,704 and $(2,936,693), respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s primary source of operating funds has primarily from the sale of common stock and the issuance of convertible debt notes. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the transition period ended October 31, 2021, the Company had net loss and cash used in operations of $12,802,275 and $2,771,676, respectively. As of October 31, 2021, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $19,135,664, $4,723,304 and $318,797, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this transition report. The Company’s primary source of operating funds in 2021 was primarily from the third-party advances and convertible notes payable and the sale of common stock through private placements. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of July 31, 2022 and October 31, 2021 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of October 31, 2021 and December 31, 2020 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. |
Cash and Cash Equivalents | Cash For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On July 31, 2022 and October 31, 2021, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of July 31, 2022 and October 31, 2021, the bank balance was in excess of FDIC insured levels by approximately $0 and $2,025,000, respectively. The Company has not experienced any losses in such accounts through July 31, 2022. | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. As of October 31, 2021 and December 31, 2020, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of October 31, 2021 and December 31, 2020, the balance outstanding was in excess of FDIC insured levels by approximately $2,025,000 and $197,000. The Company has not experienced any losses in such accounts through October 31, 2021. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on July 31, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis include embedded conversion options in convertible debt (see Note 4) and were as follows on July 31, 2022 and October 31, 2021: July 31, 2022 October 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 153,206 $ — $ — $ 86,884 A roll forward of the level 3 valuation financial instruments is as follows: Nine Months Ended (Unaudited) Balance on October 31, 2021 $ 86,884 Increase in derivative liabilities included in debt discount 122,177 Change in fair value of derivative liabilities (55,855 ) Balance on July 31, 2022 $ 153,206 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on October 31, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt (see Note 5) and were as follows at October 31, 2021: At October 31, 2021 At December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — 86,884 — — 180,029 A roll forward of the level 3 valuation financial instruments is as follows (see Note 5): Ten Months Year Balance at beginning of year $ 180,029 $ — Initial valuation of derivative liabilities included in debt discount 223,358 212,344 Reclassification of derivative liability to gain on debt extinguishment (26,629 ) Change in fair value of derivative liabilities (289,874 ) (32,315 ) Balance at end of the period $ 86,884 $ 180,029 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase prices over the fair value of nets assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Goodwill and indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial performance. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the nine months ended July 31, 2022. | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase prices over the fair value of nets assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Goodwill and indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial performance. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the ten months ended October 31, 2021. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets including intangible assets with finite life, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets including intangible assets with finite life, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Inventory | Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of July 31, 2022 and October 31, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed. | Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of October 31, 2021 and December 31, 2020, the inventory balances were insignificant and the Company determined that there was no allowance needed. |
Revenue Recognition | Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two to three years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Model meals, the Company’s wholly-owned subsidiary, does not have sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are recorded as a liability upon issuance and revenue when used. | of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two to three years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Model meals, the Company’s wholly-owned subsidiary, does not have sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are recorded as a liability upon issuance and revenue when used. |
Cost of Sales | Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $411,380 and $152,070 for the nine months ended July 31, 2022 and 2021, respectively. Shipping and handling costs charged to customers are included in product sales. | Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 14) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $391,890 for the transition period ended October 31, 2021 and $873,289 for the year ended December 31, 2020, respectively. Shipping and handling costs charged to customers are included in sales. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. |
Advertising costs | Advertising Costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $940,580 and $307,980 for the nine months ended July 31, 2022 and 2021, respectively, which are presented on the accompanying unaudited consolidated statements of operations as selling and marketing expenses. | Advertising costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $835,723 for the transition period ended October 31, 2021 and $226,428, for the year ended December 31, 2020, respectively, are presented on the accompanying consolidated statement of operations as selling and marketing expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the nine months ended July 31, 2022, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. | Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. On December 31, 2020, the Company early adopted ASU 2019-12 and its adoption did not have any material impact on the Company’s financial statements. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the transition period ended October 31, 2021 and year ended December 31, 2020, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. |
Leases | Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. | Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of July 31, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss and included the following: July 31, 2022 2021 Common Stock Equivalents: Stock Warrants 17,750,156 12,071,461 Convertible Notes 7,821,102 1,512,844 Total 25,571,258 13,584,305 | Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of October 31, 2021 and December 31, 2020 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. October 31, December 31, Common Stock Equivalents: Stock Options — 60,638 Stock Warrants 15,745,066 11,278,211 Convertible Debt 1,041,435 589,704 Total 16,786,501 11,928,553 |
Concentration Risk | Concentration Risk The Company purchased approximately 100% of its food products from one vendor during the nine months ended July 31, 2021. The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of July 31, 2021, the Company had no accounts payable balance to this vendor. During the nine months ended July 31, 2022, the Company had two kitchen facilities located at Pembroke Pines, FL 33009 and Santa Ana, CA. The Company started producing and packaging its food products at these locations in addition to purchasing food products from other vendors which mitigated this concentration risk. | Concentration Risk The Company purchased approximately 100% of its food products from two vendors during the year ended December 31, 2020 (approximately 74% and 26%). The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of December 31, 2020, the Company had no accounts payable balance to these vendors. During the ten months ended October 31, 2021, the Company opened a kitchen location at 3126 John P Curci Dr., Pembroke Pines, FL 33009 and acquired Model Meals (see Note 3) with a kitchen location at 201 E. 4th St. Santa Ana, CA 92701. The Company started producing and packaging its food products at these locations in addition to purchasing food products from other vendors which mitigated this concentration risk. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 effective November 1, 2021 and did not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Schedule of a roll forward of the level 3 valuation financial instruments Abstract | ||
Schedule of assets or liabilities measured at fair value | July 31, 2022 October 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 153,206 $ — $ — $ 86,884 | At October 31, 2021 At December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — 86,884 — — 180,029 |
Schedule of a roll forward of the level 3 valuation financial instruments | Nine Months Ended (Unaudited) Balance on October 31, 2021 $ 86,884 Increase in derivative liabilities included in debt discount 122,177 Change in fair value of derivative liabilities (55,855 ) Balance on July 31, 2022 $ 153,206 | Ten Months Year Balance at beginning of year $ 180,029 $ — Initial valuation of derivative liabilities included in debt discount 223,358 212,344 Reclassification of derivative liability to gain on debt extinguishment (26,629 ) Change in fair value of derivative liabilities (289,874 ) (32,315 ) Balance at end of the period $ 86,884 $ 180,029 |
Schedule of computation of diluted shares outstanding and all dilutive securities | July 31, 2022 2021 Common Stock Equivalents: Stock Warrants 17,750,156 12,071,461 Convertible Notes 7,821,102 1,512,844 Total 25,571,258 13,584,305 | October 31, December 31, Common Stock Equivalents: Stock Options — 60,638 Stock Warrants 15,745,066 11,278,211 Convertible Debt 1,041,435 589,704 Total 16,786,501 11,928,553 |
Acquisition of a Subsidiary (Ta
Acquisition of a Subsidiary (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Acquisition of a Subsidiary (Tables) [Line Items] | |
Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition | Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,809,357 Total assets acquired at fair value 2,520,695 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,088,393 Purchase consideration paid: Fair value of common shares issued $ 2,028,393 Cash consideration 60,000 Total purchase consideration paid $ 2,088,393 |
Schedule of consolidated results of operations | Nine Months Ended July 31, (Unaudited) Net Revenues $ 2,485,615 Net Loss $ (2,539,633 ) Net Loss per Share $ (0.12 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 10 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of goodwill | Estimated July 31, October 31, (Unaudited) Goodwill Indefinite $ 1,809,357 $ 1,809,357 Less: impairment — — Goodwill, net $ 1,809,357 $ 1,809,357 | Estimated October 31, Goodwill Indefinite $ 1,809,357 Less: Impairment — Goodwill, net $ 1,809,357 |
Schedule of intangible assets | Estimated July 31, October 31, (Unaudited) Computer software 3.5 years $ 66,198 $ 66,198 Customer relationships 7 years 43,000 43,000 Trademark Indefinite 505,000 505,000 License agreement 3 years 2,620,000 2,620,000 Total 3,234,198 3,234,198 Less: accumulated amortization (683,719 ) (8,837 ) Intangible assets, net $ 2,550,479 $ 3,225,361 Intangible assets with a finite life, net $ 2,045,479 $ 2,720,361 | Estimated October 31, Computer software 3.5 years $ 66,198 Customer relationships 7 years 43,000 Trademark Indefinite 505,000 License agreement 3 years 2,620,000 Total 3,234,198 Less: Accumulated amortization (8,837 ) Intangible assets, net $ 3,225,361 Intangible assets with a finite life, net $ 2,720,361 |
Schedule of amortization of intangible assets | Year ending October 31: Amount 2022 $ 224,962 2023 899,845 2024 898,147 2025 6,143 2026 6,143 2027 6,143 2028 4,096 Total $ 2,045,479 | Year ending October 31 : Amount 2022 $ 899,845 2023 899,845 2024 898,147 2025 6,413 2026 6,413 2027 6,413 2028 4,095 Total $ 2,720,361 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Schedule of Convertible Notes [Abstract] | ||
Schedule of convertible notes | July 31, October 31, (Unaudited) Principal amount $ 992,302 $ 1,028,179 Add: put premium on stock-settled debt 83,058 - Less: debt discount (361,444 ) (477,541 ) Convertible notes payable, net $ 713,916 $ 550,638 Principal amount – related party $ — $ 63,069 Less: debt discount – related party — (32,897 ) Convertible note payable - related party, net $ — $ 30,172 Total convertible notes payable, net $ 713,916 $ 580,810 | October 31, December 31, Principal amount $ 1,028,179 $ 447,000 Less: debt discount (477,541 ) (305,524 ) Convertible notes payable, net $ 550,638 $ 141,476 Principal amount – related party $ 63,069 $ — Less: debt discount – related party (32,897 ) — Convertible note payable - related party, net $ 30,172 $ — Total convertible notes payable, net $ 580,810 $ 141,476 |
Schedule of fair value of the derivative liabilities | July 31, Dividend rate — % Term (in years) 0.09 to 0.50 Volatility 55% to 90 % Risk—free interest rate 0.04 to 2.90 % Default probability 10.0% to 12.5 % Probability of uplist offering 50 % | October 31, Dividend rate — % Term (in years) 0.33 to 0.84 Volatility 90 % Risk—free interest rate 0.04 to 0.11 % Default probability 25 % |
Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model | October 31, Dividend rate — % Term 2.5 years Volatility 60% to 70 % Risk—free interest rate 0.14 to 0.24 % |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of note payable | July 31, October 31, (Unaudited) Principal amount $ 306,900 $ 306,900 Less: current portion (17,198 ) (15,361 ) Notes payable – long-term portion $ 289,702 $ 291,539 | October 31, December 31, Principal amount 306,900 171,612 Less: current portion (15,361 ) (20,068 ) Notes payable - long term portion $ 291,539 $ 151,544 |
Schedule of minimum principal payments under notes payable | Year ended October 31, 2022 (remaining) $ 15,620 Year ended October 31, 2023 6,369 Year ended October 31, 2024 6,608 Year ended October 31, 2025 6,859 Thereafter 271,444 Total principal payments $ 306,900 | Year ended October 31, 2022 $ 15,620 Year ended October 31, 2023 6,369 Year ended October 31, 2024 6,608 Year ended October 31, 2025 6,859 Thereafter 271,444 Total principal payments $ 306,900 |
Unredeemed Gift Cards (Tables)
Unredeemed Gift Cards (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Unredeemed Gift Card Disclosure [Abstract] | ||
Schedule of unredeemed gift cards activities | July 31, October 31, (Unaudited) Beginning balance $ 164,912 $ 48,311 Acquired gift card liability (see Note 3) — 87,260 Sale of gift cards 121,603 186,749 Promotional and other gift cards issued 84,250 - Revenue from breakage (22,810 ) (60,515 ) Gift card redemptions (113,323 ) (96,893 ) Ending balance $ 234,632 $ 164,912 | October 31, December 31, Beginning balance $ 48,311 $ 10,365 Acquired gift card liability (see Note 3) 87,260 — Sale and issuance of gift cards 186,749 99,322 Revenue from breakage (60,515 ) (17,114 ) Total gift card redemptions (96,893 ) (44,262 ) Ending balance $ 164,912 $ 48,311 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Lease Liabilities [Abstract] | ||
Schedule of operating lease right-of-use assets | July 31, October 31, (Unaudited) Operating ROU assets $ 336,614 $ 336,614 Less accumulated reductions (153,736 ) (68,105 ) Balance of Operating ROU assets, net $ 182,878 $ 268,509 | October 31, Operating ROU assets $ 336,614 Less accumulated amortization (68,105 ) Balance of Operating ROU assets, net $ 268,509 |
Schedule of operating lease liabilities | July 31, 2022 October 31, (Unaudited) Operating lease liabilities $ 339,532 $ 339,532 Reduction of operating lease liabilities (151,738 ) (71,178 ) Total 187,794 268,354 Less: short term portion (86,699 ) (101,431 ) Long term portion $ 101,095 $ 166,923 | October 31, Operating lease liabilities $ 339,532 Total operating lease liabilities 339,532 Reduction of operating lease liabilities (71,178 ) Total 268,354 Less: short term portion (101,431 ) Long term portion $ 166,923 |
Schedule of future minimum lease payments under the financing lease agreement | Year Amount Ending October 31, 2022 (remaining) $ 25,394 Ending October 31, 2023 102,846 Ending October 31, 2024 79,991 Total minimum non-cancellable operating lease payments 208,231 Less: discount to fair value (20,437 ) Total operating lease liabilities on July 31, 2022 $ 187,794 | Year Amount Year ending October 31, 2022 $ 122,402 Year ending October 31, 2023 102,849 Year ending October 31, 2024 79,991 Total minimum non-cancelable operating lease payments 305,242 Less: discount to fair value (36,888 ) Total operating lease liabilities at October 31, 2021 $ 268,354 |
Schedule of financing right-of-use | July 31, 2022 October 31, (Unaudited) Financing ROU assets $ 200,509 $ 200,509 Less accumulated depreciation (69,621 ) (19,494 ) Balance of financing ROU assets, net $ 130,888 $ 181,015 | October 31, Financing ROU assets $ 200,509 Less accumulated depreciation (19,494 ) Balance of financing ROU assets, net $ 181,015 |
Schedule of financing lease liability | July 31, October 31, (Unaudited) Financing lease payables for equipment $ 200,509 $ 200,509 Reduction of financing lease liability (59,648 ) (13,650 ) Total 140,861 186,859 Less: short term portion (66,926 ) (62,210 ) Long term portion $ 73,935 $ 124,649 | October 31, Financing lease payables for equipment $ 200,509 Total financing lease payables 200,509 Reduction of financing lease liability (13,650 ) Total 186,859 Less: short term portion (62,210 ) Long term portion $ 124,649 |
Schedule of future minimum lease payments under the financing lease agreement | Year Amount Year ending October 31, 2022 (remaining) $ 19,500 Year ending October 31, 2023 78,000 Year ending October 31, 2024 58,500 Total minimum non-cancellable financing lease payments 156,000 Less: discount to fair value (15,139 ) Total financing lease liabilities on July 31, 2022 $ 140,861 | Year Amount Year ending October 31, 2022 $ 78,000 Year ending October 31, 2023 78,000 Year ending October 31, 2024 58,500 Total minimum non-cancelable financing lease payments 214,500 Less: discount to fair value (27,641 ) Total financing lease liabilities at October 31, 2021 $ 186,859 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Stockholders’ Equity (Deficit) [Abstract] | ||
Schedule of expected life of issued stock warrants | Dividend rate — % Term (in years) 2.5 to 5 years Volatility 61% to 69 % Risk-free interest rate 0.14% to 2.80 % | Dividend rate — % Term (in years) 2.5 to 5 years Volatility 69 % Risk-free interest rate 0.14% to 0.27 % |
Schedule of outstanding stock warrants | Number of Weighted Weighted Balance on October 31, 2021 15,745,066 $ 0.170 7.4 Warrants issued for services 100,000 1.500 4.1 Warrants issued pursuant to employment agreements 500,000 0.001 4.9 Warrants issued in connection with convertible debt 1,405,090 0.575 3.0 Warrants exercised (1,596,595 ) 1.350 Balance on July 31, 2022 16,153,561 $ 0.090 6.4 Stock warrants exercisable on July 31, 2022 16,153,561 $ 0.090 6.4 | Number of Stock Weighted Average Weighted Average Balance on December 31, 2019 — $ — — Deemed issued in connection with the Company’s recapitalization (see Note 3) 4,041,258 0.032 9.3 Issued pursuant to Exchange Agreement (see Note 3) 6,926,314 0.032 9.3 Granted 310,640 0.044 9.6 Balance on December 31, 2020 11,278,212 0.032 9.3 Issued as commitment fee pursuant to convertible debt (see Note 5) 957,250 2.308 4.4 Granted 3,509,605 0.001 4.9 Stock warrants exercisable on October 31, 2021 15,745,076 $ 0.167 7.4 Weighted average fair value of stock warrants granted during the period $ 1.08 |
Schedule of stock option activity | Number of Weighted Weighted Aggregate Balance on December 31, 2019 — $ — — $ — Deemed issued in connection with the Company’s recapitalization (see Note 3) 60,638 $ 3.20 0.03 — Balance on December 31, 2020 60,638 $ 3.20 0.03 $ — Expired (60,638 ) — — — Balance on October 31, 2021 — — — — |
Acquisitions and Disposal of _2
Acquisitions and Disposal of The Discontinued Operations (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities | Cash $ 4,917 Prepaid expense 9,776 Operating right-of-use asset 32,444 Total assets acquired 47,137 Accounts payable and accrued expenses (209,417 ) Operating right-of-use liability (32,444 ) Total liabilities assumed $ (241,861 ) Net liability assumed $ (194,724 ) |
Schedule of set forth the selected financial data of the net liabilities recorded to additional paid in capital | September 24, Assets: Other assets: Operating lease right-of-use assets, net $ 2,417 Total assets $ 2,417 Liabilities: Current liabilities: Accounts payable $ 112,212 Accrued expenses and other liabilities 5,009 Operating lease liabilities, current portion 2,417 Total current liabilities 119,638 Total liabilities $ 119,638 Net liabilities $ 117,221 Expense reimbursement by Buyer 14,000 Disposal of net liabilities to a related party $ 131,221 |
Schedule of operating result of discontinued operations of the RTD Business | Year Ended Revenues Cost of revenues $ — Gross (loss) profit — — Operating expenses: Compensation expense 5,511 Professional and consulting expenses 26,606 Selling and marketing expenses (7,850 ) General and administrative expenses 37,255 Total operating expenses 61,522 Loss from operations $ 61,522 Gain on debt extinguishment 99,897 Interest income (expense) (172 ) Other income, net 99,725 Income from discontinued operations $ 38,203 |
Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition | Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,809,357 Total assets acquired at fair value 2,520,695 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,088,393 Purchase consideration paid: Fair value of common shares issued $ 2,028,393 Cash consideration 60,000 Total purchase consideration paid $ 2,088,393 |
Schedule of consolidated results of operations | Ten Months Ended Ten Months Ended October 31, October 31, Net Revenues $ 2,993,650 $ 3,005,607 Net Loss $ (12,802,275 ) $ (1,197,589 ) Net Loss per Share $ (0.56 ) $ (0.07 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes | Ten-Months Year Ended Income tax benefit at U.S. statutory rate of 21% $ (2,688,478 ) $ (260,749 ) Income tax benefit – state (999,858 ) (108,025 ) Non-deductible expenses 2,837,058 223,929 Change in tax rate – state from 8.7% to 7.8% 36,281 — Change in valuation allowance 814,997 144,845 Total provision for income tax $ — $ — |
Schedule of net deferred tax asset | Ten-Months Ended October 31, 2021 Year Ended December 31, 2020 Net operating loss carryforward $ 2,025,694 $ 1,210,697 Total deferred tax asset 2,025,694 1,210,697 Less: valuation allowance (2,025,694 ) (1,210,697 ) Net deferred tax asset $ — $ — |
Transition Period Comparative_2
Transition Period Comparative Data (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Transition Period Comparative Data Abstract | |
Schedule of table presents certain consolidated financial information | For the Ten Months Ended For the Ten Months Ended October 31, October 31, (Unaudited) Product sales, net $ 1,644,208 $ 1,083,212 Cost of sales 1,447,901 678,574 Gross profit 196,307 404,638 Operating Expenses: Compensation and related expenses, includes $2,871,721 of stock-based compensation in 2021 3,338,022 506,184 Professional and consulting expenses, includes $1,862,709 of stock-based compensation in 2021 2,979,610 403,652 Professional and consulting expenses - related party, includes $1,356,507 of stock-based compensation in 2021 1,366,507 - Product development expense, includes $3,036,286 and $360,000 of stock-based expense in 2021 and 2020, respectively 3,036,286 360,000 Selling and marketing expenses 835,723 161,859 General and administrative expenses 527,818 153,720 Total Operating Expenses 12,083,966 1,585,415 Operating Loss from Continuing Operations (11,887,659 ) (1,180,777 ) Other Expense: Interest expense, net (1,245,873 ) (8,783 ) Change in fair value of derivative liabilities 289,874 - Gain on extinguishment of debt 26,629 - Gain on forgiveness of debt 14,754 - Other income - 5,000 Total Other Expense, net (914,616 ) (3,783 ) Loss from Continuing Operations (12,802,275 ) (1,184,560 ) Provision for Income Taxes - - Loss from Continuing Operations (12,802,275 ) (1,184,560 ) Discontinued Operations: Income from Disposal of Discontinued Operations Before Provision for Income Taxes - 38,203 Income from Discontinued Operations - 38,203 Net Loss $ (12,802,275 ) $ (1,146,357 ) BASIC AND DILUTED LOSS PER COMMON SHARE: Continuing operations - basic and diluted $ (0.56 ) $ (0.07 ) Discontinued operations - basic $ 0.00 $ 0.00 Discontinued operations - diluted $ 0.00 $ 0.00 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 23,062,353 17,059,912 Diluted 23,062,353 17,059,912 |
Schedule of cash flows from operating activities | For the Ten Months Ended For the Ten Months Ended October 31, October 31, (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Loss from continuing operations $ (12,802,275 ) $ (1,146,357 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation on property and equipment and finance ROU assets 113,531 176 Amortization on intangible assets 8,837 - Common stock and warrant issued for stock-based compensation 2,871,721 213,841 Common stock and warrants issued for services – related party 1,356,507 - Common stock and warrant issued for services 1,862,709 598,268 Common stock and warrant issued for product development 69,219 - Common stock issued pursuant to lock-up agreements 36,688 - Common stock issued pursuant an asset acquisition transaction (see Note 4) 2,969,334 - Gain on extinguishment of debt and accounts payable (26,629 ) - Gain on forgiveness of debt (14,754 ) - Amortization of debt discount 1,012,554 - Change in fair value of derivative liabilities (289,874 ) - Change in operating assets and liabilities: Inventory 4,743 - Prepaid expenses and other current assets (47,053 ) (14,319 ) Accounts payable 129,389 4,725 Accrued expense and other liabilities (55,664 ) 111,867 Unredeemed gift cards 29,341 5,462 Net cash used in operating activities (2,771,676 ) (226,337 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds (payments) from acquisition of a subsidiaries (60,000 ) 4,917 Purchases of property and equipment (167,824 ) (3,168 ) Net cash (used by) provided by investing activities (227,824 ) 1,749 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock, net of issuance cost 4,368,796 100,006 Proceeds from notes payable - 164,612 Proceeds from convertible note payable, net of debt discount 1,581,450 - Proceeds from convertible note payable - related party, net of debt discount 100,000 - Proceeds from advances payable 332,900 59,000 Repayment of convertible notes payable (1,195,920 ) - Repayment of note payable - in default - (3,738 ) Repayments of advance payable (312,752 ) (45,347 ) Repayment of convertible notes payable - related party (46,931 ) - Net cash provided by financing activities 4,827,543 274,533 Net Change in Cash 1,828,043 49,945 Cash - beginning of period 447,354 7,137 Cash - end of period $ 2,275,397 $ 57,082 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 06, 2021 | Sep. 14, 2020 | Sep. 25, 2020 | Oct. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2020 | Apr. 07, 2020 | |
Organization and Nature of Operations (Details) [Line Items] | |||||||
Aggregate shares | 2,008,310 | ||||||
Fair value amount | $ 2,028,393 | ||||||
Paid in cash | $ 60,000 | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Subsidiary shares of preferred stock percentage | 80% | ||||||
Percentage of voting control | 51% | ||||||
Reverse stock split | 31.993 | ||||||
Common stock, par value | 0.001 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Cash payable | $ 7,000 | ||||||
Promissory note | $ 7,000 | ||||||
Interest rate | 5% | ||||||
Monthly installments | $ 1,000 | ||||||
Common stock issued | 2,008,310 | ||||||
Series B Preferred Stock [Member] | |||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||
Preferred stock, shares outstanding | 250,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Accounting expense | $ 14,000 | ||||||
RTD [Member] | |||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||
Preferred stock, shares outstanding | 250,000 | ||||||
Accounting expense | $ 14,000 | ||||||
Board of Directors Chairman [Member] | Maximum [Member] | |||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||
Common stock, shares authorized | 1,000,000,000 | ||||||
Board of Directors Chairman [Member] | Minimum [Member] | |||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||
Common stock, shares authorized | 600,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Net loss | $ 8,237,494 | $ 12,802,275 | ||
Cash used in operations | 3,343,172 | 2,771,676 | ||
Accumulated deficit | (29,951,604) | |||
Stockholders' deficit | 1,383,704 | 4,723,304 | ||
Working capital deficit | (2,936,693) | 318,797 | ||
FDIC insured amount | $ 0 | 2,025,000 | $ 197,000 | |
Percentage of fair value | 50% | |||
Shipping and handling costs | $ 411,380 | $ 152,070 | 391,890 | 873,289 |
Advertising costs | $ 940,580 | $ 307,980 | 835,723 | 226,428 |
Food products purchased, percentage | 100% | |||
Accumulated deficit | $ (29,951,604) | $ (19,135,664) | $ (6,333,389) | |
Food product percentage | 100% | |||
Vendor One [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Food product percentage | 74% | |||
Vendor Two [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Food product percentage | 26% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | $ 153,206 | $ 86,884 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of a roll forward of the level 3 valuation financial instruments - USD ($) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 | |
Schedule Of ARoll Forward Of The Level3 Valuation Financial Instruments Abstract | |||
Balance at beginning | $ 86,884 | $ 180,029 | |
Increase in derivative liabilities included in debt discount | 122,177 | ||
Change in fair value of derivative liabilities | (55,855) | (289,874) | (32,315) |
Balance at ending | $ 153,206 | $ 86,884 | $ 180,029 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding and all dilutive securities - USD ($) | 9 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2020 | |
Common Stock Equivalents: | |||
Stock Warrants | $ 17,750,156 | $ 12,071,461 | |
Convertible Notes | 7,821,102 | 1,512,844 | $ 5,000 |
Total | $ 25,571,258 | $ 13,584,305 |
Acquisition of a Subsidiary (De
Acquisition of a Subsidiary (Details) | Jul. 06, 2021 USD ($) shares |
Disclosure Text Block Supplement [Abstract] | |
After the exchange, description | As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received an aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 1) and were paid $60,000 in cash. |
Aggregate shares (in Shares) | shares | 2,008,310 |
Fair value of common stock | $ 2,028,393 |
Cash | $ 60,000 |
Acquisition of a Subsidiary (_2
Acquisition of a Subsidiary (Details) - Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition - USD ($) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Assets acquired: | ||
Current assets | $ 97,140 | $ 97,140 |
Computer software | 66,198 | |
Customer relationships | 43,000 | |
Trademark | 505,000 | 505,000 |
Goodwill | 1,809,357 | |
Total assets acquired at fair value | 2,520,695 | 2,520,695 |
Less: total liabilities assumed | (432,302) | (432,302) |
Net asset acquired | 2,088,393 | 2,088,393 |
Purchase consideration paid: | ||
Fair value of common shares issued | 2,028,393 | 2,028,393 |
Cash consideration | 60,000 | 60,000 |
Total purchase consideration paid | $ 2,088,393 | $ 2,088,393 |
Acquisition of a Subsidiary (_3
Acquisition of a Subsidiary (Details) - Schedule of consolidated results of operations - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2020 | Oct. 31, 2021 | |
Schedule Of Consolidated Results Of Operations Abstract | |||
Net Revenues | $ 2,485,615 | $ 3,005,607 | $ 2,993,650 |
Net Loss | $ (2,539,633) | $ 1,197,589 | $ 12,802,275 |
Net Loss per Share (in Dollars per share) | $ (0.12) | $ (0.07) | $ (0.56) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jul. 06, 2021 | Jun. 24, 2021 | Jul. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets (Details) [Line Items] | |||||||
Net Assets | $ 279,036 | ||||||
Consideration | 2,088,393 | ||||||
Totl fair value | 279,036 | $ 1,809,357 | |||||
Aggregate of shares of common stock (in Shares) | 2,266,667 | 2,266,667 | 2,266,667 | ||||
Aggregate fair value | $ 2,969,334 | $ 2,969,334 | $ 2,969,334 | $ 2,969,334 | |||
Shares of common stock (in Shares) | 2,000,000 | 2,000,000 | |||||
Fair value | $ 2,620,000 | 2,620,000 | |||||
Amortization expense | $ 224,961 | 674,882 | $ 8,837 | ||||
Total consideration | 2,088,393 | ||||||
Goodwill | $ 1,809,357 | ||||||
Issued common stock (in Shares) | 2,266,667 | ||||||
Total consideration | $ 7,000 | ||||||
Shares of common stock (in Shares) | 2,008,310 | 2,000,000 | |||||
Aggregate of shares of common stock issued (in Shares) | 2,266,667 | ||||||
Common Stock [Member] | |||||||
Goodwill and Intangible Assets (Details) [Line Items] | |||||||
Totl fair value | $ 2,620,000 | $ 2,620,000 | |||||
Celebrity chef shares (in Shares) | 2,000,000 | ||||||
Aggregate of shares of common stock issued (in Shares) | 127,942,741 | ||||||
Celebrity Chef [Member] | |||||||
Goodwill and Intangible Assets (Details) [Line Items] | |||||||
Shares of common stock (in Shares) | 2,000,000 | 2,000,000 | |||||
Homemade Meals, LLC [Member] | |||||||
Goodwill and Intangible Assets (Details) [Line Items] | |||||||
Total consideration | $ 2,969,334 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of goodwill - USD ($) | 9 Months Ended | ||
Oct. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2020 | |
Schedule Of Goodwill Abstract | |||
Estimated Life | Indefinite | Indefinite | |
Goodwill | $ 1,809,357 | $ 1,809,357 | |
Less: impairment | |||
Goodwill, net | $ 1,809,357 | $ 1,809,357 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 9 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 3,234,198 | $ 3,234,198 |
Less: Accumulated amortization | (683,719) | (8,837) |
Intangible assets, net | 2,550,479 | 3,225,361 |
Intangible assets with a finite life, net | $ 2,045,479 | 2,720,361 |
Computer Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3.5 years | |
Total | $ 66,198 | 66,198 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 7 years | |
Total | $ 43,000 | 43,000 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | Indefinite | |
Total | $ 505,000 | 505,000 |
License agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Total | $ 2,620,000 | $ 2,620,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of amortization of intangible assets - USD ($) | Oct. 31, 2022 | Oct. 31, 2021 |
Schedule Of Amortization Of Intangible Assets Abstract | ||
2022 | $ 224,962 | $ 899,845 |
2023 | 899,845 | 899,845 |
2024 | 898,147 | 898,147 |
2025 | 6,143 | 6,413 |
2026 | 6,143 | 6,413 |
2027 | 6,143 | 6,413 |
2028 | 4,096 | 4,095 |
Total | $ 2,045,479 | $ 2,720,361 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Oct. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 10, 2021 | Sep. 08, 2021 | Sep. 01, 2021 | May 28, 2021 | May 17, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 22, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Aug. 05, 2020 | Jul. 19, 2022 | May 31, 2022 | May 24, 2022 | May 18, 2022 | Mar. 25, 2022 | Oct. 31, 2021 | May 31, 2021 | May 17, 2021 | May 17, 2021 | Apr. 30, 2021 | Apr. 24, 2021 | Mar. 31, 2021 | Mar. 29, 2021 | Mar. 18, 2021 | Jan. 27, 2021 | Dec. 28, 2020 | Dec. 18, 2020 | Dec. 18, 2020 | Nov. 17, 2020 | Sep. 25, 2020 | Mar. 24, 2020 | Mar. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2021 | Mar. 24, 2021 | Feb. 03, 2021 | Jan. 31, 2021 | Sep. 22, 2020 | |
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 165,000 | $ 165,000 | $ 165,000 | |||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 575,480 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fair value | $ 2,714,971 | $ 152,626 | $ 152,626 | 152,626 | $ 1,800,000 | |||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 5% | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements III contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA III also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $46,931 of principal and $4,714 of accrued interest. As of October 31, 2021, the March 2021 Note III had outstanding principal and accrued interest of $63,069 and $0, respectively.The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant IV”, and together with the March 2021 SPA IV and the March 2021 Note IV, the “March 2021 Agreements IV”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note IV at any time or times on or after the occurrence of an Event of Default. The March 2021 Note IV is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements IV contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA IV also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note IV. As of October 31, 2021, the March 2021 Note IV had no outstanding balance. The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 75,000 shares of common stock (the “March 2021 Warrant V”, and together with the March 2021 SPA V and the March 2021 Note V, the “March 2021 Agreements V”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note V at any time or times on or after the occurrence of an Event of Default. The March 2021 Note V is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 305,524 | 510,438 | $ 361,444 | 510,438 | 510,438 | $ 305,524 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 49,000 | $ 23,000 | $ 63,000 | 68,191 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 12,477 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note I is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in December 2020 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 83,058 | |||||||||||||||||||||||||||||||||||||||||||||||
Outstanding balance | 237,308 | |||||||||||||||||||||||||||||||||||||||||||||||
Principal value | 154,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Premium value | 83,058 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate fixed monetary value | $ 209,688 | 0 | 209,688 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion option | $ 122,177 | |||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivative liability | 55,855 | $ 289,874 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 388,145 | $ 817,922 | ||||||||||||||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 150,000 | 60,000 | 75,000 | 75,000 | 25,000 | 50,000 | 25,000 | 60,000 | 60,000 | 75,000 | 50,000 | 75,000 | 150,000 | |||||||||||||||||||||||||||||||||||
Increase decrease in interest rate per annum | 5% | |||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 26,629 | |||||||||||||||||||||||||||||||||||||||||||||||
Sum of percentage | 1% | 1% | ||||||||||||||||||||||||||||||||||||||||||||||
Amended terms, percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 25, 2027 | Sep. 01, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Addtional shares description | For purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The Company shall at all times reserve shares of its Common Stock for Holder in an amount equal to 300% multiplied by (X) the quotient of the Commitment Value divided by the lowest traded price of the Common Stock during the five Trading Days immediately preceding the respective date of calculation, multiplied by 1.5, less (Y) the Original Shares. | |||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option | $ 223,358 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt modification, description | Additionally, in connection with the Notes, the Company issued an aggregate of 853,385 shares of common stock and an aggregate of 824,000 warrants as commitment fees (see Note 12). The Company also issued additional 133,250 warrants as commitment fees (see Note 12), in connection with a debt modification of the December Note II and January Note I. The common stocks and warrants issued during the ten months ended October 31, 2021 were valued, in aggregate, at $575,480 using the relative fair value method and recorded as debt discount to be amortized over the term of the Notes. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 1,012,554 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 01, 2026 | May 17, 2026 | May 17, 2026 | Apr. 24, 2026 | Dec. 18, 2025 | |||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Ownership Percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
March 2021 Warrant III [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Ownership Percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note V [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Ownership Percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
September 2021 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Ownership Percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note III – Related Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note IV [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
May 2021 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 41,159 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,842 | |||||||||||||||||||||||||||||||||||||||||||||||
May 2021 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 48,219 | $ 236,781 | $ 48,219 | $ 48,219 | ||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note V at any time or times on or after the occurrence of an Event of Default. The March 2021 Note V is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements V contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA V also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $68,191 of principal and $12,477 of accrued interest. As of October 31, 2021, the March 2021 Note V had outstanding principal and accrued interest of $96,809 and $0, respectively.The March 2021 Warrant V, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021 Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. As of October 31, 2021, the April 2021 Note had outstanding principal and accrued interest of $95,684 and $0, respectively. The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. As of October 31, 2021, the May 2021 Note I had outstanding principal and accrued interest of $90,841 and $0, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021 Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note II at any time or times on or after the occurrence of an event of default. The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). | On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021 Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matured on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 236,781 | $ 3,069 | $ 14,019 | 14,481 | ||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 24,030 | $ 330,000 | 24,030 | 24,030 | ||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 33,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock value | $ 85,981 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 31,821 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fair value | $ 93,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | February 1, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 8% | |||||||||||||||||||||||||||||||||||||||||||||||
Increase interest rate | 140% | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization payments | $ 39,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $39,600 beginning May 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the January 2021 Note II at any time or times on or after the occurrence of an Event of Default. The January 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The January 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The January 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $213,570 of principal and $24,030 of accrued interest. As of October 31, 2021, the January 2021 Note II had outstanding principal and accrued interest of $116,430 and $0, respectively.The January 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Financings March 2021 Note I On March 22, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant I”, and together with the March 2021 SPA I and the March 2021 Note I, the “March 2021 Agreements I”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. As of October 31, 2021, the March 2021 Note I had outstanding principal and accrued interest of $31,533 and $0, respectively. The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant II”, and together with the March 2021 SPA II and the March 2021 Note II, the “March 2021 Agreements II”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,504 and $8,350, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $23,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note II mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note II immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note II at any time or times on or after the occurrence of an Event of Default. The March 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note II. As of October 31, 2021, the March 2021 Note II had no outstanding balance. The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant III”, and together with the March 2021 SPA III and the March 2021 Note III, the “March 2021 Agreements III”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements III contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA III also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $46,931 of principal and $4,714 of accrued interest. As of October 31, 2021, the March 2021 Note III had outstanding principal and accrued interest of $63,069 and $0, respectively. The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant IV”, and together with the March 2021 SPA IV and the March 2021 Note IV, the “March 2021 Agreements IV”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note IV at any time or times on or after the occurrence of an Event of Default. The March 2021 Note IV is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements IV contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA IV also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note IV. As of October 31, 2021, the March 2021 Note IV had no outstanding balance. The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 75,000 shares of common stock (the “March 2021 Warrant V”, and together with the March 2021 SPA V and the March 2021 Note V, the “March 2021 Agreements V”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note V at any time or times on or after the occurrence of an Event of Default. The March 2021 Note V is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements V contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA V also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $68,191 of principal and $12,477 of accrued interest. As of October 31, 2021, the March 2021 Note V had outstanding principal and accrued interest of $96,809 and $0, respectively. The March 2021 Warrant V, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021 Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. As of October 31, 2021, the April 2021 Note had outstanding principal and accrued interest of $95,684 and $0, respectively. The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. As of October 31, 2021, the May 2021 Note I had outstanding principal and accrued interest of $90,841 and $0, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021 Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note II at any time or times on or after the occurrence of an event of default. The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). The May 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $48,219 of principal and $14,481 of accrued interest. As of October 31, 2021, the May 2021 Note II had outstanding principal and accrued interest of $236,781 and $3,069, respectively. The May 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $30,326 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $1.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Financings September 2021 Note I On September 1, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $110,000 (the “September 2021 Note I”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID; (ii) issued 50,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 50,000 shares of common stock (the “September 2021 Warrant I”, and together with the September 2021 SPA I and the September 2021 Note I, the “September 2021 Agreements I”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matures on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The September 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The September 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. As of October 31, 2021, the September 2021 Note I had outstanding principal and accrued interest of $110,000 and $3,366, respectively. The September 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $9,493 using the relative fair value method and recorded as a debt discount to be amortized over the nine-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Note II On September 8, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $250,000 (the “September 2021 Note II”) with the Company receiving $218,250 in net proceeds, net of $25,000 of OID and $6,750 of legal fees; (ii) issued 114,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 114,000 shares of common stock (the “September 2021 Warrant II”, and together with the September 2021 SPA II and the September 2021 Note II, the “September 2021 Agreements II”). The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matures on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrenc | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 31,821 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | 213,570 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | 116,430 | 116,430 | $ 116,430 | |||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 01, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 120,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 29,385 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 29,385 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 6,173 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fair value | $ 13,223 | $ 13,223 | $ 13,223 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 10% | |||||||||||||||||||||||||||||||||||||||||||||||
Increase interest rate | 16% | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The investor may only convert the January 2021 Note II at any time or times on or after the occurrence of an Event of Default. The January 2021 Note II was convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The January 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The January 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $213,570 of principal and $24,030 of accrued interest. During the nine months ended July 31, 2022, the Company paid the remaining $116,430 of principal and $2,370 of accrued interest. As of July 31, 2022, and October 31, 2021, the January 2021 Note II had outstanding principal and accrued interest of $0 and $116,430, respectively. | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $14,666.66 beginning April 12, 2021. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the due date and pay an extension fee of $3,080, provided that the note is not in default. The first twelve months of interest (equal to $12,000) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 55,000 | 55,000 | 55,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 17,297 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Second Commitment Shares must be returned to the Company’s treasury if the January 2021 Note I is fully repaid and satisfied on or prior to the maturity date. Upon the occurrence and during the continuation of any Event of Default (as defined in the January 2021 Note I), the investor is no longer required to return the Second Commitment Shares to the Company and the January 2021 Note I becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. | |||||||||||||||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 73,269 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance costs | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Amended terms, percentage | 10% | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 55,000 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 50,000 | 31,533 | ||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. As of October 31, 2021, the March 2021 Note I had outstanding principal and accrued interest of $31,533 and $0, respectively.The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant II”, and together with the March 2021 SPA II and the March 2021 Note II, the “March 2021 Agreements II”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,504 and $8,350, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $23,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note II mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note II immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note II at any time or times on or after the occurrence of an Event of Default. The March 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note II. As of October 31, 2021, the March 2021 Note II had no outstanding balance. The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant III”, and together with the March 2021 SPA III and the March 2021 Note III, the “March 2021 Agreements III”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements III contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA III also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $46,931 of principal and $4,714 of accrued interest. As of October 31, 2021, the March 2021 Note III had outstanding principal and accrued interest of $63,069 and $0, respectively. The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant IV”, and together with the March 2021 SPA IV and the March 2021 Note IV, the “March 2021 Agreements IV”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note IV at any time or times on or after the occurrence of an Event of Default. The March 2021 Note IV is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements IV contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA IV also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note IV. As of October 31, 2021, the March 2021 Note IV had no outstanding balance. The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 75,000 shares of common stock (the “March 2021 Warrant V”, and together with the March 2021 SPA V and the March 2021 Note V, the “March 2021 Agreements V”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note V at any time or times on or after the occurrence of an Event of Default. The March 2021 Note V is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements V contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA V also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $68,191 of principal and $12,477 of accrued interest. As of October 31, 2021, the March 2021 Note V had outstanding principal and accrued interest of $96,809 and $0, respectively. The March 2021 Warrant V, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021 Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. As of October 31, 2021, the April 2021 Note had outstanding principal and accrued interest of $95,684 and $0, respectively. The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. As of October 31, 2021, the May 2021 Note I had outstanding principal and accrued interest of $90,841 and $0, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021 Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. | The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I matured on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance was immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I was convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 1,346 | $ 1,346 | $ 1,346 | $ 1,346 | $ 31,533 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 742 | |||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 23,467 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | 2,353 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | 31,533 | 31,533 | 31,533 | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note III – Related Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant I”, and together with the March 2021 SPA I and the March 2021 Note I, the “March 2021 Agreements I”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. As of October 31, 2021, the March 2021 Note I had outstanding principal and accrued interest of $31,533 and $0, respectively.The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant II”, and together with the March 2021 SPA II and the March 2021 Note II, the “March 2021 Agreements II”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,504 and $8,350, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $23,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note II mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note II immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note II at any time or times on or after the occurrence of an Event of Default. The March 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note II. As of October 31, 2021, the March 2021 Note II had no outstanding balance. The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant III”, and together with the March 2021 SPA III and the March 2021 Note III, the “March 2021 Agreements III”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements III contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA III also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $46,931 of principal and $4,714 of accrued interest. As of October 31, 2021, the March 2021 Note III had outstanding principal and accrued interest of $63,069 and $0, respectively. The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant IV”, and together with the March 2021 SPA IV and the March 2021 Note IV, the “March 2021 Agreements IV”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note IV at any time or times on or after the occurrence of an Event of Default. The March 2021 Note IV is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements IV contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA IV also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note IV. As of October 31, 2021, the March 2021 Note IV had no outstanding balance. The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 75,000 shares of common stock (the “March 2021 Warrant V”, and together with the March 2021 SPA V and the March 2021 Note V, the “March 2021 Agreements V”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. | The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III matured on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III was convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 7,924 | $ 7,924 | $ 7,924 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||
Principal payments | 46,931 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | 4,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 63,069 | $ 63,069 | $ 63,069 | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note III [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | 46,931 | $ 63,069 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,714 | 1,487 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 63,069 | $ 0 | $ 63,069 | $ 63,069 | ||||||||||||||||||||||||||||||||||||||||||||
March 2021 Warrant III [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 7,924 | $ 7,924 | $ 7,924 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note V [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. The investor may only convert the March 2021 Note V at any time or times on or after the occurrence of an Event of Default. The March 2021 Note V was convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 12,352 | $ 12,352 | $ 12,352 | $ 12,352 | $ 12,352 | $ 12,352 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 68,191 | $ 96,809 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 12,477 | 4,025 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | 96,809 | $ 0 | $ 96,809 | 96,809 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 165,000 | $ 165,000 | $ 165,000 | |||||||||||||||||||||||||||||||||||||||||||||
April Financing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 165,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 146,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 9,669 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. As of October 31, 2021, the April 2021 Note had outstanding principal and accrued interest of $95,684 and $0, respectively.The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. As of October 31, 2021, the May 2021 Note I had outstanding principal and accrued interest of $90,841 and $0, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021 Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note II at any time or times on or after the occurrence of an event of default. The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). The May 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $48,219 of principal and $14,481 of accrued interest. As of October 31, 2021, the May 2021 Note II had outstanding principal and accrued interest of $236,781 and $3,069, respectively. The May 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $30,326 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $1.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Financings September 2021 Note I On September 1, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $110,000 (the “September 2021 Note I”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID; (ii) issued 50,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 50,000 shares of common stock (the “September 2021 Warrant I”, and together with the September 2021 SPA I and the September 2021 Note I, the “September 2021 Agreements I”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matures on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The September 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The September 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. As of October 31, 2021, the September 2021 Note I had outstanding principal and accrued interest of $110,000 and $3,366, respectively. The September 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $9,493 using the relative fair value method and recorded as a debt discount to be amortized over the nine-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Note II On September 8, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $250,000 (the “September 2021 Note II”) with the Company receiving $218,250 in net proceeds, net of $25,000 of OID and $6,750 of legal fees; (ii) issued 114,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 114,000 shares of common stock (the “September 2021 Warrant II”, and together with the September 2021 SPA II and the September 2021 Note II, the “September 2021 Agreements II”). The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matures on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. | 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I matured on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. During the nine months ended July 31, 2022, the Company paid the remaining $95,684 of principal and $3,316 of accrued interest. As of July 31, 2022 and October 31, 2021, the April 2021 Note had outstanding principal of $0 and $95,684, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | 69,316 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | 9,884 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 95,684 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Ten [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 132,000 | 41,159 | $ 132,000 | $ 132,000 | 41,159 | $ 41,159 | ||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 111,700 | 111,700 | ||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 12,000 | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 165,000 | 165,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 60,000 | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matured on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 60,000 | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 90,841 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,161 | $ 5,842 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | 90,841 | 0 | 90,841 | 90,841 | ||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 8,300 | $ 8,300 | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase shares of common stock (in Shares) | 60,000 | 60,000 | 60,000 | |||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Ten [Member] | May 2021 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 30,326 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fair value | $ 9,767 | 9,767 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 236,781 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
May 2021 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | 48,219 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 14,481 | |||||||||||||||||||||||||||||||||||||||||||||||
September 2021 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matures on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matured on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company made nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I was convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 9,493 | $ 9,493 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,366 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | 110,000 | $ 110,000 | 110,000 | 110,000 | 110,000 | |||||||||||||||||||||||||||||||||||||||||||
September 2021 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 10,996 | |||||||||||||||||||||||||||||||||||||||||||||||
September 2021 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 218,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 114,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 21,004 | $ 21,004 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matures on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note II at any time or times on or after the occurrence of an event of default. The September 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matured on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note II at any time or times on or after the occurrence of an event of default. The September 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 114,000 | 114,000 | 114,000 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 219,875 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,557 | 24,573 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 250,000 | $ 250,000 | $ 250,000 | $ 30,125 | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 6,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase shares of common stock (in Shares) | 114,000 | |||||||||||||||||||||||||||||||||||||||||||||||
May 2022 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 450,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 769,231 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 869,565 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock value | $ 93,641 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 93,641 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The May 2022 Note I bears an annual interest rate of 15% and matures on May 18, 2023. The May 2022 Note I is convertible at any time or times on or after the occurrence of an event of default, at a price equal to $0.39, provided, however, that if the Company consummates an Uplist Offering (as defined in this May 2022 Note I) within 180 calendar days after the issuance date, then the conversion price shall equal 75% of the Uplist Offering. If the date of a respective conversion under the May 2022 Note I, is prior to the date of the Uplist Offering, then the Conversion Price shall equal $0.39 per share. At any time prior to an event of default the Company shall have the option to pre-pay the outstanding principal at an amount equal to 115% of the outstanding balance plus accrued. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 869,565 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price percentage | 120% | |||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
May 2022 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 102,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 217,391 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 217,391 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock value | $ 24,902 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 24,902 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The May 2022 Note II bears an annual interest rate of 15% and matures on May 24, 2023. The May 2022 Note II is convertible at any time or times on or after the occurrence of an event of default, at a price equal to the lower of; (i) 75% of the closing price of the common stock on the date of the investment, and (ii) 90% of the lowest VWAP for the common stock during the five trading day period ending on the latest complete trading day prior to the conversion date however if the Company consummates an Uplist Offering (as defined in the May 2022 Note II) within the 180 calendar days after the issuance date, then the conversion price shall equal 75% of the offering price per share of common stock at which the Uplist Offering is made. Unless otherwise adjusted pursuant to the terms of the May 2022 Note II, if the date of a conversion under the May 2022 Note II is prior to the date of the Uplist Offering, then the conversion price shall equal $0.345 per share. At any time prior to an event of default the Company shall have the option to pre-pay the May 2022 Note II at an amount equal to 115% of the outstanding balance plus accrued and unpaid interest on the outstanding balance. Upon the occurrence and during the continuation of any event of default, the May 2022 Note II shall become immediately due and payable at an amount equal to 150% of the outstanding principal plus accrued and unpaid interest and any default interest, if any. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 217,391 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price percentage | 120% | |||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||
May 2022 Note II [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | |||||||||||||||||||||||||||||||||||||||||||||||
May 2022 Note III [Member | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 182,927 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 18,293 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 318,134 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 318,134 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock value | $ 36,442 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 36,442 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The May 2022 Note III bears an annual interest rate of 15% and matures on May 24, 2023. The May 2022 Note III is convertible at any time or times on or after the occurrence of an event of default, at a price equal to the lower of; (i) 75% of the closing price of the common stock on the date of the investment, and (ii) 90% of the lowest VWAP for the common stock during the five trading day period ending on the latest complete trading day prior to the conversion date however if the Company consummates an Uplist Offering (as defined in the May 2022 Note III) within the 180 calendar days after the issuance date, then the conversion price shall equal 75% of the offering price per share of common stock at which the Uplist Offering is made. Unless otherwise adjusted pursuant to the terms of the May 2022 Note III, if the date of a conversion under the May 2022 Note III is prior to the date of the Uplist Offering, then the conversion price shall equal $0.345 per share. At any time prior to an event of default the Company shall have the option to pre-pay the May 2022 Note III at an amount equal to 115% of the outstanding balance plus accrued and unpaid interest on the outstanding balance. Upon the occurrence and during the continuation of any event of default, the May 2022 Note III shall become immediately due and payable at an amount equal to 150% of the outstanding principal plus accrued and unpaid interest and any default interest, if any. Upon an event of default, at the option of the investor the conversion price shall equal 90% of the lowest VWAP for the common stock during the five-trading day period prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 318,134 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 14,634 | |||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price percentage | 120% | |||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 182,927 | |||||||||||||||||||||||||||||||||||||||||||||||
May 2022 Note III [Member | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | |||||||||||||||||||||||||||||||||||||||||||||||
July 2022 Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 154,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 138,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The July 2022 Note accrues interest at an annual interest rate of 8%, has a default interest rate of 22%, and matures on January 19, 2024 (the “Maturity Date”). The Investor may convert the July 2022 Note into shares of the Company’s common stock 180 days after the Issue Date until the later of (i) the Maturity Date and (ii) the date the Company pays any amounts owed in connection with an event of default. The per share conversion price into which the July 2022 Note is convertible into shares of common stock (the “Conversion Price”) is 65% multiplied by the average of the lowest two closing bid prices for the common stock during the ten trading days ending on the last trading day prior to the conversion date.The Company has the right to prepay the outstanding principal amount of the Note, plus any accrued interest on the outstanding principal (including any default interest) at a rate of (x) 120% during the period ending 120 days after the Issue Date and (y) 125% during the period between 121 days and 180 days after the Issue Date. The Company does not have a prepayment right following the expiration of the 180-day period. Upon the occurrence and during the continuation of any event of default under the Note, the Note becomes immediately due and payable and the Company is obligated to pay the Investor in full satisfaction of its obligations thereunder an amount equal to the greater of (i) the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 150% and (ii)(a) the highest number of shares of Common Stock issuable upon conversion of the default sum at the Conversion Price, multiplied by (b) the highest closing price for the Common Stock during the period beginning on the date of first occurrence of the event of default and ending one day prior to the mandatory prepayment date. | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 16,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 172,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 15,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 114,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 45,989 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,227 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fair value | $ 22,995 | $ 22,995 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 12% | |||||||||||||||||||||||||||||||||||||||||||||||
Increase interest rate | 16% | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $19,264 beginning at the end of the third month from the issuance date of the note. The Company can elect to extend the Amortization Payment due date by thirty-days by notifying the holder on or before the of the Amortization Payment due date and pay an extension fee of $1,926, provided that the note is not in default. The first twelve months of interest (equal to $20,640) shall be guaranteed and earned in full as of the issue date, however if the note is repaid in its entirety, on or prior to, the due date of the first Amortization Payment, then the interest shall be accrued on a per annum basis based on the number of days elapsed as of the repayment date from the issue date. As of December 31, 2020, the December 2020 Note II had outstanding principal and accrued interest of $172,000 and $0, respectively. During the ten months ended October 31, 2021, the Company fully paid the December 2020 Note II. As of October 31, 2021, the December 2020 Note II had had no outstanding balance. | The March Financings, April 2021 Financing and May 2021 Note I (collectively as “Notes”), as discussed above, included a Commitment Share True-Up provision whereby if during the period beginning on the six-month anniversary of the date of the closing date and ending on the later of (i) the maturity date, or (ii) the date on which the Notes, is fully satisfied and cancelled (the “True-Up Period”), the then lowest traded price of the Company’s common stock (“Common Stock”) for any Trading Day within the True-Up Period (“Subsequent Share Price”), as reported on the Company’s principal market, is less than the closing price of the Company’s common stock on the closing date of each Note, then the Company shall, within three (3) trading days of holder’s provision of written notice in (“True-Up Notice”), issue and deliver to the holder an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Commitment Value (as defined below) divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Commitment Shares. The “Commitment Value” shall mean the product of the Commitment Shares multiplied by the closing price of the Company’s common stock on the Closing Date of each Note. Any additional shares of Common Stock issuable as defined in the Notes (“True-up Shares”), if required to be issued shall be issued provided however, that in no event shall the holder be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the holder and its affiliates of 4.99% of the outstanding shares of Common Stock at that time. For purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The Company shall at all times reserve shares of its Common Stock for Holder in an amount equal to 300% multiplied by (X) the quotient of the Commitment Value divided by the lowest traded price of the Common Stock during the five Trading Days immediately preceding the respective date of calculation, multiplied by 1.5, less (Y) the Original Shares. At the inception of the respective Notes, the value of the true-up shares is based on a fixed monetary amount known at inception to be settled with a variable number of shares if triggered which reflects stock settled debt. During the nine months ended July 31, 2022, the Company fully repaid all Notes that included the Commitment Share True-Up Provision resulting in the reduction in the accrued True-up Shares of $209,688 which was netted with the interest expense in the accompanying unaudited consolidated statement of operations. | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 78,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 14,720 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note II is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in the December 2020 Note II), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note II becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. | |||||||||||||||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 45,989 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance costs | $ 6,500 | |||||||||||||||||||||||||||||||||||||||||||||||
December 2020 Note I [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 275,000 | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 234,100 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 183,866 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 75,546 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate per annum | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 23,546 | $ 23,546 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,175 | |||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 275,000 | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Issued shares of common stock (in Shares) | 75,546 | 75,546 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance costs | $ 13,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Increase decrease in interest rate per annum | 16% | |||||||||||||||||||||||||||||||||||||||||||||||
Term of payment, description | On March 18, 2021 (the “Redemption Date”), the Company elected, pursuant to terms of payment as described in the December 2020 Note I, to pay an aggregate amount of 283,615.75 (the “Payoff Amount”) consisting of $275,000 of principal, $7,865.75 of accrued interest and $750.00 in administrative fees (the “Redemption Amount”). The December 2020 Note I is deemed to have been paid in full; the lender will not exercise any of its rights relating to any potential default that may have occurred after the issue date of the December 2020 Note I and the Second Commitment Shares were returned by the lender to the Company’s transfer agent for cancellation as provided for in the December 2020 Agreements I. The fair value of the derivative liability associated with the December 2020 Note I at Redemption Date amounted to $26,629 and was reclassified to gain on debt extinguishment in the accompanying consolidated statement of operation upon redemption. | |||||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note II [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 110,000 | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant I”, and together with the March 2021 SPA I and the March 2021 Note I, the “March 2021 Agreements I”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. As of October 31, 2021, the March 2021 Note I had outstanding principal and accrued interest of $31,533 and $0, respectively.The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant II”, and together with the March 2021 SPA II and the March 2021 Note II, the “March 2021 Agreements II”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,504 and $8,350, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $23,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note II mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note II immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note II at any time or times on or after the occurrence of an Event of Default. The March 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note II. As of October 31, 2021, the March 2021 Note II had no outstanding balance. The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant III”, and together with the March 2021 SPA III and the March 2021 Note III, the “March 2021 Agreements III”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements III contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA III also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $46,931 of principal and $4,714 of accrued interest. As of October 31, 2021, the March 2021 Note III had outstanding principal and accrued interest of $63,069 and $0, respectively. The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant IV”, and together with the March 2021 SPA IV and the March 2021 Note IV, the “March 2021 Agreements IV”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note IV at any time or times on or after the occurrence of an Event of Default. The March 2021 Note IV is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements IV contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA IV also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note IV. As of October 31, 2021, the March 2021 Note IV had no outstanding balance. The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 75,000 shares of common stock (the “March 2021 Warrant V”, and together with the March 2021 SPA V and the March 2021 Note V, the “March 2021 Agreements V”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 8,350 | $ 8,350 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | As of October 31, 2021, the March 2021 Note I had outstanding principal and accrued interest of $31,533 and $0, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||
March 2021 Note IV [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 55,000 | $ 55,000 | $ 55,000 | |||||||||||||||||||||||||||||||||||||||||||||
Received net proceeds | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net of OID | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee shares (in Shares) | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments, description | March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant I”, and together with the March 2021 SPA I and the March 2021 Note I, the “March 2021 Agreements I”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. As of October 31, 2021, the March 2021 Note I had outstanding principal and accrued interest of $31,533 and $0, respectively.The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note II On March 29, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note II”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID to be amortized over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant II”, and together with the March 2021 SPA II and the March 2021 Note II, the “March 2021 Agreements II”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,504 and $8,350, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $23,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note II mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note II immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note II at any time or times on or after the occurrence of an Event of Default. The March 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note II. As of October 31, 2021, the March 2021 Note II had no outstanding balance. The March 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 50,000 shares of common stock (the “March 2021 Warrant III”, and together with the March 2021 SPA III and the March 2021 Note III, the “March 2021 Agreements III”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements III contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA III also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company paid $46,931 of principal and $4,714 of accrued interest. As of October 31, 2021, the March 2021 Note III had outstanding principal and accrued interest of $63,069 and $0, respectively. The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note IV On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA IV”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA IV, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note IV”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 25,000 shares of common stock (the “March 2021 Warrant IV”, and together with the March 2021 SPA IV and the March 2021 Note IV, the “March 2021 Agreements IV”). The 25,000 shares of common stock and 25,000 warrant issued were valued at $11,845 and $3,957, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $11,125, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note IV mature on March 21, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note IV immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning June 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note IV at any time or times on or after the occurrence of an Event of Default. The March 2021 Note IV is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements IV contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA IV also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the ten months ended October 31, 2021, the Company fully paid the March 2021 Note IV. As of October 31, 2021, the March 2021 Note IV had no outstanding balance. The March 2021 Warrant IV, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) and; (iii) a warrant to purchase up to 75,000 shares of common stock (the “March 2021 Warrant V”, and together with the March 2021 SPA V and the March 2021 Note V, the “March 2021 Agreements V”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 3,957 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of convertible notes - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 |
Schedule Of Convertible Notes Abstract | |||
Principal amount | $ 992,302 | $ 1,028,179 | $ 447,000 |
Add: put premium on stock-settled debt | 83,058 | ||
Less: debt discount | (361,444) | (477,541) | (305,524) |
Convertible notes payable, net | 713,916 | 550,638 | 141,476 |
Principal amount – related party | 63,069 | ||
Less: debt discount – related party | (32,897) | ||
Convertible note payable - related party, net | 30,172 | ||
Total convertible notes payable, net | $ 713,916 | $ 580,810 | $ 141,476 |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities | 9 Months Ended | 10 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | ||
Dividend rate | ||
Probability of uplist offering | 50% | |
Minimum [Member] | ||
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | ||
Term (in years) | 2 years 6 months | 2 years 6 months |
Risk—free interest rate | 0.14% | 0.14% |
Maximum [Member] | ||
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | ||
Term (in years) | 5 years | 5 years |
Risk—free interest rate | 2.80% | 0.27% |
Convertible Debt [Member] | ||
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | ||
Dividend rate | ||
Convertible Debt [Member] | Minimum [Member] | ||
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | ||
Term (in years) | 1 month 2 days | |
Volatility | 55% | |
Risk—free interest rate | 0.04% | |
Default probability | 10% | |
Convertible Debt [Member] | Maximum [Member] | ||
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | ||
Term (in years) | 6 months | |
Volatility | 90% | |
Risk—free interest rate | 2.90% | |
Default probability | 12.50% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 12, 2020 | Jun. 26, 2020 | May 20, 2020 | Jul. 31, 2022 | Oct. 31, 2021 | Apr. 28, 2021 | Jun. 17, 2020 | Apr. 08, 2020 | |
Notes Payable (Details) [Line Items] | ||||||||
Bears interest rate | 5% | 0.98% | ||||||
Installment payments | $ 2,000 | $ 2,000 | ||||||
Outstanding principal balance | 150,000 | 150,000 | ||||||
Proceeds received from issuance of note | $ 7,000 | |||||||
Note maturity date | Nov. 12, 2021 | |||||||
Federal funding | $ 14,612 | |||||||
Accrued interest | 338 | |||||||
Other income | $ 5,000 | |||||||
PPP Note [Member] | ||||||||
Notes Payable (Details) [Line Items] | ||||||||
Outstanding principal balance | $ 14,612 | |||||||
Accrued interest payable | $ 142 | |||||||
SBA Loan Agreement [Member] | ||||||||
Notes Payable (Details) [Line Items] | ||||||||
Working capital | $ 149,900 | |||||||
Net of processing fee | $ 100 | |||||||
Bears interest rate | 3.75% | 3.75% | ||||||
Installment payments amount | $731 | |||||||
Outstanding principal balance amount | 149,900 | |||||||
Accrued interest | 11,927 | 7,721 | ||||||
Company received in advanced | $ 150,000 | |||||||
Installment payments | $ 731 | |||||||
Accrued interest | 8,152 | |||||||
SBA Loan Agreement [Member] | Economic Injury Disaster Loan [Member] | ||||||||
Notes Payable (Details) [Line Items] | ||||||||
Working capital | $ 149,900 | |||||||
Net of processing fee | $ 100 | |||||||
Bears interest rate | 3.75% | |||||||
Installment payments amount | $731 | |||||||
Outstanding principal balance amount | 149,900 | 149,900 | ||||||
Accrued interest | 12,360 | 8,152 | ||||||
November Note Payable [Member] | ||||||||
Notes Payable (Details) [Line Items] | ||||||||
Bears interest rate | 5% | |||||||
Accrued interest | 600 | 338 | ||||||
Outstanding principal balance | $ 7,000 | 7,000 | ||||||
Proceeds received from issuance of note | $ 7,000 | |||||||
Note maturity date | Nov. 12, 2021 | |||||||
SBA Note [Member] | ||||||||
Notes Payable (Details) [Line Items] | ||||||||
Accrued interest | 7,721 | |||||||
November Note Payable [Member] | ||||||||
Notes Payable (Details) [Line Items] | ||||||||
Outstanding principal balance | $ 7,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 |
Schedule Of Notes Payable Abstract | |||
Principal amount | $ 306,900 | $ 306,900 | $ 171,612 |
Less: current portion | (17,198) | (15,361) | (20,068) |
Notes payable – long-term portion | $ 289,702 | $ 291,539 | $ 151,544 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of minimum principal payments under notes payable - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Minimum Principal Payments Under Notes Payable Abstract | ||
Year ended October 31, 2022 (remaining) | $ 15,620 | $ 15,620 |
Year ended October 31, 2023 | 6,369 | 6,369 |
Year ended October 31, 2024 | 6,608 | 6,608 |
Year ended October 31, 2025 | 6,859 | 6,859 |
Thereafter | 271,444 | 271,444 |
Total principal payments | $ 306,900 | $ 306,900 |
Advance Payable (Details)
Advance Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 06, 2022 | Apr. 05, 2022 | Jul. 09, 2021 | Dec. 10, 2020 | Aug. 05, 2020 | Oct. 15, 2019 | Apr. 16, 2022 | Aug. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Nov. 17, 2020 | Mar. 17, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2021 | Sep. 01, 2021 | Dec. 31, 2020 | |
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Repayment of notes payable | $ 55,370 | $ 25,990 | $ 71,190 | |||||||||||||||
Remitting percentage | 17% | 17% | 17% | |||||||||||||||
Outstanding balance | $ 27,056 | $ 27,056 | ||||||||||||||||
Outstanding balance | $ 67,945 | |||||||||||||||||
Principal amount received | $ 95,000 | $ 34,000 | $ 110,000 | |||||||||||||||
Advance repaid | $ 107,350 | $ 38,420 | ||||||||||||||||
Total customer payments percentage | 17% | 17% | ||||||||||||||||
Outstanding balance advance | 135,017 | $ 67,945 | ||||||||||||||||
Principal amount | $ 49,000 | $ 23,000 | $ 63,000 | 68,191 | ||||||||||||||
Capital advance agreement, description | the Company entered into a capital advance agreement (the “First Advance Agreement”) with their e-commerce platform provider (“Shopify”). Under the terms of the First Advance Agreement, the Company received $23,000 of principal and will repay $25,999 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. | the Company entered into a capital advance agreement (the “Second Advance Agreement”) with Shopify. Under the terms of the Second Advance Agreement, the Company received $10,000 of principal and will repay $11,300 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. | ||||||||||||||||
Revenue share agreement description | the Company closed a Revenue Share Agreement (“Agreement”) with a lender pursuant to which the Company agreed to sell, assign and transfer to the lender and the lender agreed to purchase from the Company, all of the Company’s right, title and interest in its future receivables amounting to $74,200 (“Specified Amount”) and $70,000 (“Purchase Price” or “Advance”) of this amount shall be made available to the Company. Pursuant to the Agreement, prior to the lender making the amount of the Advance available for use (even if the Company choose not to spend any or all of the Advance); (a) the Company will deliver, and will cause to be delivered, on each day to the lender, 20% of future receivables and 25% of future receivables after the 121st day from and including the closing date (“Applicable Percentage”) until the lender receive the specified Amount and; (b) the Company acknowledge that good, sufficient and valuable consideration has been received. The Company will only use the Advance for the purchase of products or services necessary to operate its business as defined in the Agreement. On April 1, 2021, an advance of $74,200 of which $70,000 was made available to the Company and $4,200 OID was charged to interest expense. | In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. | ||||||||||||||||
Principal amount repaid | 132,000 | |||||||||||||||||
Advance amount repaid | $ 5,500 | |||||||||||||||||
July Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Principal amount | $ 95,000 | |||||||||||||||||
Repayment of notes payable | $ 107,350 | |||||||||||||||||
Remitting percentage | 17% | |||||||||||||||||
Outstanding balance | $ 27,055 | $ 27,055 | ||||||||||||||||
August Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Outstanding balance | 34,000 | |||||||||||||||||
Principal amount received | $ 34,000 | |||||||||||||||||
Advance repaid | $ 38,420 | |||||||||||||||||
Total customer payments percentage | 17% | |||||||||||||||||
PayPal Advance Agreement I [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Principal amount received | $ 25,000 | |||||||||||||||||
Advance repaid | $ 27,502 | |||||||||||||||||
Total customer payments percentage | 30% | |||||||||||||||||
Debt discount | $ 2,502 | |||||||||||||||||
Outstanding balance | 15,822 | |||||||||||||||||
Outstanding balance advance | 11,680 | |||||||||||||||||
April Advance Agreement I [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Outstanding balance | 25,990 | |||||||||||||||||
Principal amount received | $ 23,000 | |||||||||||||||||
Advance repaid | $ 25,990 | |||||||||||||||||
Total customer payments percentage | 17% | |||||||||||||||||
Debt discount | $ 2,990 | |||||||||||||||||
April Advance Agreement II [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Principal amount received | 120,000 | |||||||||||||||||
Advance repaid | $ 135,600 | |||||||||||||||||
Total customer payments percentage | 17% | |||||||||||||||||
Debt discount | $ 15,600 | |||||||||||||||||
April Advance Agreement III [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Principal amount received | 42,000 | $ 110,000 | ||||||||||||||||
Advance repaid | $ 47,460 | $ 124,300 | ||||||||||||||||
Total customer payments percentage | 30% | 17% | ||||||||||||||||
Debt discount | $ 5,460 | $ 14,300 | ||||||||||||||||
Advance Agreement II and III [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Outstanding balance advance | 48,043 | |||||||||||||||||
April Advance Agreement IV [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Outstanding balance advance | 96,867 | |||||||||||||||||
Paid amount | $ 27,433 | |||||||||||||||||
Fifth Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Outstanding balance advance | $ 34,000 | |||||||||||||||||
Third Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Advance outstanding balance | $ 47,328 | |||||||||||||||||
Principal outstanding balance | 1,672 | |||||||||||||||||
Fourth Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Principal outstanding balance | 63,000 | |||||||||||||||||
Working Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Capital advance agreement, description | the Company entered into a working capital agreement (the “First PayPal Advance Agreement”) with PayPal. Under the terms of the Fifth Advance Agreement, the Company received net proceeds of $17,000, net of $1,840 loan fee for a total principal amount of $18,840. and will repay the principal and by remitting The Company shall pay a minimum payment every 90-days beginning at the end of the Cancellation Period and ending when the Total Payment Amount has been delivered to Lender. The minimum payment is due in each 90-day period, irrespective of the amount paid in any previous 90-day period. The minimum payment is 5% of the principal amount for loans expected to be repaid in 12 months or more and 10% of the principal amount for loans expected to be repaid in less than 12 months (based on the Company’s account history). | |||||||||||||||||
First Paypal Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Advance outstanding balance | 13,825 | |||||||||||||||||
Principal outstanding balance | $ 5,015 | |||||||||||||||||
First Advance Agreement [Member] | ||||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||||
Advance outstanding balance | $ 10 |
Unredeemed Gift Cards (Details)
Unredeemed Gift Cards (Details) - Schedule of unredeemed gift cards activities - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Schedule Of Unredeemed Gift Cards Activities Abstract | ||||
Beginning balance | $ 164,912 | $ 48,311 | $ 10,365 | $ 48,311 |
Acquired gift card liability (see Note 3) | 87,260 | 87,260 | ||
Sale of gift cards | 121,603 | 186,749 | 99,322 | 186,749 |
Promotional and other gift cards issued | 84,250 | |||
Revenue from breakage | (22,810) | (60,515) | (17,114) | (60,515) |
Gift card redemptions | (113,323) | (96,893) | (44,262) | (96,893) |
Ending balance | $ 234,632 | $ 164,912 | $ 48,311 | $ 164,912 |
Lease Liabilities (Details)
Lease Liabilities (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 10 Months Ended | ||||||||
Nov. 11, 2021 | Jul. 13, 2021 | Jul. 13, 2021 | Jul. 06, 2021 | Jul. 06, 2021 | Jun. 02, 2021 | Jun. 01, 2021 | Jul. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 | |
Lease Liabilities [Abstract] | ||||||||||||
Operating right-of-use asset | $ 76,136 | $ 76,136 | $ 182,878 | $ 268,509 | $ 182,878 | $ 268,509 | ||||||
Operating right-of-use liability | 79,054 | 79,054 | ||||||||||
Rent expense | $ 14,140 | $ 182,043 | ||||||||||
Operating Lease description | On November 11, 2021, the Company renewed its lease agreement (“Renewed Lease Agreement”) for their California kitchen facility, effective on January 1, 2022. The Renewed Lease Agreement provides for (i) a term of six months from the effective date which terminated on June 30, 2022; (ii) a monthly base rent of $9,960 and; (iii) a monthly storage fee of $2,340. The Renewed Lease Agreement can be terminated with two months’ notice. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less (see Note 2). | the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. | On June 1, 2021, the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. | |||||||||
Operating lease liabilities discount rate | 10% | 10% | ||||||||||
Financing lease description | On July 13, 2021, the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying unaudited consolidated balance sheet under accrued expense and other liabilities. At the effective date of the financing agreement, the Company recorded a financing lease payable of $200,509. | the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying balance sheet under accrued expense and other liabilities. | ||||||||||
Financing lease liability discount rate | 10% | 10% | 10% | 10% | ||||||||
Depreciation expense | $ 16,709 | $ 19,494 | $ 50,127 | |||||||||
Lease and rental expense | $ 14,140 | |||||||||||
Operating Leases Rent Expenses Net | $ 154,078 | |||||||||||
Operating lease liabilities discount rate | 10% | 10% | ||||||||||
Financing lease payable | $ 200,509 | $ 200,509 |
Lease Liabilities (Details) - S
Lease Liabilities (Details) - Schedule of operating lease right-of-use assets - Operating Lease Liabilities [Member] - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Lease Liabilities (Details) - Schedule of operating lease right-of-use assets [Line Items] | ||
Operating ROU assets | $ 336,614 | $ 336,614 |
Less accumulated reductions | (153,736) | (68,105) |
Balance of Operating ROU assets, net | $ 182,878 | $ 268,509 |
Lease Liabilities (Details) -_2
Lease Liabilities (Details) - Schedule of operating lease liabilities - Operating Lease Liabilities [Member] - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Lease Liabilities (Details) - Schedule of operating lease liabilities [Line Items] | ||
Operating lease liabilities | $ 339,532 | $ 339,532 |
Reduction of operating lease liabilities | (151,738) | (71,178) |
Total | 187,794 | 268,354 |
Less: short term portion | (86,699) | (101,431) |
Long term portion | $ 101,095 | $ 166,923 |
Lease Liabilities (Details) -_3
Lease Liabilities (Details) - Schedule of future minimum operating lease payments - Operating Lease Liabilities [Member] | Jul. 31, 2022 USD ($) |
Lease Liabilities (Details) - Schedule of future minimum operating lease payments [Line Items] | |
Ending October 31, 2022 (remaining) | $ 25,394 |
Ending October 31, 2023 | 102,846 |
Ending October 31, 2024 | 79,991 |
Total minimum non-cancellable operating lease payments | 208,231 |
Less: discount to fair value | (20,437) |
Total operating lease liabilities on July 31, 2022 | $ 187,794 |
Lease Liabilities (Details) -_4
Lease Liabilities (Details) - Schedule of financing right-of-use - Financing Lease Liability [Member] - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Lease Liabilities (Details) - Schedule of financing right-of-use [Line Items] | ||
Financing ROU assets | $ 200,509 | $ 200,509 |
Less accumulated depreciation | (69,621) | (19,494) |
Balance of financing ROU assets, net | $ 130,888 | $ 181,015 |
Lease Liabilities (Details) -_5
Lease Liabilities (Details) - Schedule of financing lease liability - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Financing Lease Liability Abstract | ||
Financing lease payables for equipment | $ 200,509 | $ 200,509 |
Reduction of financing lease liability | (59,648) | (13,650) |
Total | 140,861 | 186,859 |
Less: short term portion | (66,926) | (62,210) |
Long term portion | $ 73,935 | $ 124,649 |
Lease Liabilities (Details) -_6
Lease Liabilities (Details) - Schedule of future minimum lease payments under the financing lease agreement - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Future Minimum Lease Payments Under The Financing Lease Agreement Abstract | ||
Year ending October 31, 2022 (remaining) | $ 19,500 | $ 78,000 |
Year ending October 31, 2023 | 78,000 | 78,000 |
Year ending October 31, 2024 | 58,500 | 58,500 |
Total minimum non-cancellable financing lease payments | 156,000 | 214,500 |
Less: discount to fair value | (15,139) | 27,641 |
Total financing lease liabilities on July 31, 2022 | $ 140,861 | $ 186,859 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Related Party Transaction, Rate | 50% | 50% | ||
Shipping charges | 10% | 10% | ||
Related Party Costs | $ 288,731 | $ 121,008 | $ 153,165 | $ 117,310 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
May 02, 2022 | Nov. 08, 2021 | Oct. 01, 2021 | Sep. 15, 2021 | Sep. 10, 2021 | Sep. 08, 2021 | Sep. 01, 2021 | Jul. 06, 2021 | May 17, 2021 | Apr. 07, 2021 | Apr. 01, 2021 | Feb. 02, 2021 | Jan. 12, 2021 | Jan. 12, 2021 | Sep. 14, 2020 | Jun. 30, 2022 | May 24, 2022 | May 18, 2022 | Mar. 25, 2022 | Oct. 25, 2021 | Oct. 20, 2021 | Sep. 22, 2021 | Jul. 22, 2021 | Jun. 22, 2021 | Jun. 22, 2021 | May 28, 2021 | May 28, 2021 | May 17, 2021 | Apr. 29, 2021 | Apr. 24, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 29, 2021 | Mar. 25, 2021 | Mar. 22, 2021 | Mar. 22, 2021 | Jan. 27, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 18, 2020 | Apr. 20, 2020 | Jul. 31, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 | Apr. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2022 | May 31, 2022 | Feb. 03, 2021 | Sep. 30, 2020 | Sep. 22, 2020 | Apr. 07, 2020 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares | 516,748 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation expenses (in Dollars) | $ 147,344 | $ 147,344 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 726,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per share market price (in Dollars per share) | $ 1.21 | $ 1.01 | $ 1.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional and consulting fee (in Dollars) | $ 60,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 26,824 | $ 30,694 | $ 67,645 | $ 67,645 | $ 26,824 | $ 36,499 | $ 36,499 | $ 11,845 | $ 11,845 | $ 24,504 | $ 24,504 | $ 6,949 | $ 6,949 | $ 554,273 | $ 85,981 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued share | 60,000 | 75,000 | 150,000 | 150,000 | 60,000 | 75,000 | 75,000 | 25,000 | 25,000 | 50,000 | 50,000 | 25,000 | 25,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Granted shares | 45,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value per share (in Dollars per share) | $ 0.65 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense (in Dollars) | $ 83,058 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Average price per share (in Dollars per share) | $ 1.07 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 25, 2027 | Sep. 01, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate grant date fair value | 1,356,507 | 1,800,000 | 152,626 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable descriptions | the Company issued a warrant to purchase up to 217,391 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a convertible (see Note 5). The warrant; (i) was valued at $24,902 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $0.575; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount (in Dollars) | $ 36,442 | $ 93,641 | $ 3,957 | $ 7,924 | $ 426,495 | $ 817,922 | $ 1,012,554 | $ 7,983 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | $ 0.575 | $ 2.5 | $ 2.5 | $ 0.225 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant purchase shares | 318,134 | 869,565 | 25,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercisable stock warrants (in Dollars per share) | $ 0.22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intrinsic value (in Dollars) | $ 2,876,945 | $ 2,876,945 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split, description | On September 14, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect a 1 for 31.993 reverse stock split of its common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate of common stock shares | 2,008,310 | 2,000,000 | 112,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 19,123,768 | 19,123,768 | 42,740,581 | 42,740,581 | 35,152,623 | 35,152,623 | 19,123,768 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.575 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued | 150,000 | 150,000 | 112,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share fair value (in Dollars) | $ 255,000 | $ 2,028,393 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock related expenses (in Dollars) | $ 171,776 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation (in Dollars) | 156,750 | $ 213,841 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance cost (in Dollars) | $ 215,949 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 2,266,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation expenses (in Dollars) | 36,688 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selling and marketing expenses (in Dollars) | $ 368,344 | $ 96,732 | $ 956,413 | 307,980 | $ 835,723 | $ 161,859 | $ 226,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation product development expenses (in Dollars) | $ 115,938 | 25,156 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation amount (in Dollars) | 15,938 | 15,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total of deferred compensation (in Dollars) | $ 239,063 | $ 239,063 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share per value (in Dollars per share) | $ 0.9 | $ 1.36 | $ 1.36 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortized of compensation expenses (in Dollars) | $ 115,938 | $ 115,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of cancellation of common stock issuable | ●On April 20, 2020, in connection with the Exchange Agreement and Merger (see Note 3), 2,600,000 shares of common stock issuable at the closing of the acquisition were cancelled during the year ended December 31, 2020. As of December 31, 2020, the Company did not have any common stock issuable. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Membership exchange rate | 100% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum number of warrant purchase | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intrinsic value (in Dollars) | 18,104,799 | 18,104,799 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares | 600,000 | 2,000,000 | 1,206,605 | 1,932,204 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate net cash proceeds (in Dollars) | $ 866,770 | $ 1,368,492 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate grant date fair value (in Dollars) | $ 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate of common stock price,per share (in Dollars per share) | $ 0.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation (in Dollars) | 726,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation expenses (in Dollars) | $ 121,875 | $ 121,875 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 23,718 | $ 23,718 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued share | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion expire date | a lender converted $1,127,500 of outstanding convertible note balance into 881,052 of stock warrants, exercisable at $0.001 and expire on April 20, 2030. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants conversion shares | 78,142 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued | 2,266,666 | 100,000 | 150,000 | 150,000 | 119,535 | 6,112,993 | 1,492 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share fair value (in Dollars) | $ 2,969,334 | $ 132,000 | $ 172,500 | $ 150,000 | $ 38,263 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds (in Dollars) | $ 4,368,796 | $ 100,006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation (in Dollars) | $ 238,268 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 127,942,741 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation expenses (in Dollars) | $ 102,332 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional and consulting expenses (in Dollars) | 124,219 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selling and marketing expenses (in Dollars) | $ 11,717 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation product development expenses (in Dollars) | 28,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation, Share-Based Payments [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation (in Dollars) | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation expenses (in Dollars) | $ 600,000 | $ 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate of common stock shares | 4,000,577 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 238,268 | 238,268 | 238,268 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock related expenses (in Dollars) | $ 102,332 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock professional and consulting expenses (in Dollars) | 124,219 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock selling and marketing expenses (in Dollars) | $ 11,717 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of warrant | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 360,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Issued for Services and Prepaid Services [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 60,600 | $ 60,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 21,004 | $ 9,493 | $ 9,767 | $ 9,669 | $ 30,326 | $ 30,326 | $ 9,767 | $ 6,173 | $ 6,173 | $ 3,957 | $ 3,957 | $ 8,350 | $ 8,350 | $ 4,744 | $ 1,346 | $ 1,346 | $ 31,821 | ||||||||||||||||||||||||||||||||||||||||||||||
Expected life of stock warrant | 2 years | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 1.5 | $ 1.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued | 114,000 | 50,000 | 60,000 | 75,000 | 150,000 | 150,000 | 60,000 | 55,000 | 55,000 | 25,000 | 25,000 | 50,000 | 50,000 | 78,250 | 25,000 | 25,000 | 150,000 | 4,041,258 | |||||||||||||||||||||||||||||||||||||||||||||
Equity Method Ownership Percentage | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued share | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value per share (in Dollars per share) | $ 1.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 01, 2026 | May 17, 2026 | May 17, 2026 | Apr. 24, 2026 | Dec. 18, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | $ 3 | $ 2.5 | $ 0.001 | $ 1.1 | $ 1.27 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate grant date fair value | 678,253 | 751 | 286 | 360,000 | 1,419 | 11,471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum number of warrant purchase | 500,000 | 2,250 | 1,920 | 300,000 | 5,435 | 10,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued | 6,926,314 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment Fee with Convertible Notes Payables [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment Fee with Convertible Notes Payables [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Merger [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.032 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum number of warrant purchase | 4,041,258 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | $ 0.032 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate grant date fair value | 2,714,971 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum number of warrant purchase | 2,000,000 | 6,926,314 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total proceeds (in Dollars) | $ 100,005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 600,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount (in Dollars) | $ 1,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant purchase shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | 29,879 | $ 29,879 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense (in Dollars) | 29,879 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase shares | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable descriptions | the Company issued a warrant to purchase up to 55,000 shares of common stock to a non-affiliate investor as an additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount (in Dollars) | $ 9,592 | $ 31,821 | $ 30,328 | $ 9,767 | $ 12,352 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 1.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant purchase shares | 75,000 | 150,000 | 60,000 | 75,000 | 78,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Product Development Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Granted shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortized period | 2 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation as product development expense (in Dollars) | 370,677 | 370,677 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation (in Dollars) | 237,603 | 237,603 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 519,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate of common stock shares | 1,325,151 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 2,730,425 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion expire date | The 2,730,424 stock warrants issued are exercisable at $0.001 and expire on April 20, 2030. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercisable | 2,730,424 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders equity, description | As a result, in connection with the Exchange Agreement and Merger (see Note 3), Gratitude Health, Inc is deemed to have issued a total of 250,000 shares of Series B Convertible Preferred stock, 1,899,094 shares of common stock, 60,368 stock options, 4,041,258 stock warrants which represent the outstanding preferred stock, common stock (issued and issuable), stock options and stock warrants of the Company on the date of the Merger. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders equity, description | 2,250 and 250 of the Company’s shares of Series C Preferred stock, were exchanged for 351,639 of stock warrants and 39,071 shares of common stock, respectively, for an aggregate of 2,500 shares of Series C Preferred exchanged. The 351,639 stock warrants are exercisable at $0.001 and expire on April 20, 2030. As of September 30, 2020, there were no outstanding shares of Series C Preferred stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Homemade Meals, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share fair value (in Dollars) | $ 2,620,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation expenses (in Dollars) | $ 0 | 0 | 750,000 | $ 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lock-Up & Leak Out Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation (in Dollars) | $ 670,212 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation expenses (in Dollars) | $ 115,939 | $ 115,939 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 27,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Granted shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value per share (in Dollars per share) | $ 1.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees (in Dollars) | $ 27,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 374,560 | $ 24,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Granted shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value per share (in Dollars per share) | $ 0.99 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price per share (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Subsidiary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 2,028,393 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Granted shares | 2,008,310 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Membership agreement percentage | 100% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Exchange Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares | 3,048,917 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value (in Dollars) | $ 195,490 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Granted shares | 674,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date fair value per share (in Dollars per share) | $ 0.29 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
warrant shares | 922,495 | 674,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.75 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend (in Dollars) | $ 2,578,446 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 2,578,446 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity, Par or Stated Value Per Share (in Dollars per share) | $ 0.51 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement stock issued | 674,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement expense (in Dollars) | $ 195,490 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement agreements description | On June 30, 2022, pursuant to a stock repurchase and settlement agreement and a lock-up and settlement agreement, the Company issued an aggregate of 585,000 shares of its common stock with grant date fair value of 169,650, or $0.29 per share, based on the market price of common stock on grant date, for the stockholders’ execution of a Lock-Up & Leak Out Agreement. In connection with these agreements, the Company recorded settlement expense of $185,344. In connection with the stock repurchase and settlement agreement the Company agreed to repurchase 166,667 shares of its common stock from an investor for $150,000. In connection with this agreement the Company recorded a common stock repurchase obligation of $150,000 and reduced additional paid-in capital by $150,000. In July 2022, the Company paid $50,000 towards this common stock repurchase agreement. On July 31, 2022, the common stock repurchase obligation related to this agreement amounted to $100,000. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Services [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | May 18, 2025 | Dec. 08, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase shares | 100,000 | 10,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 1.5 | $ 1.27 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate grant date fair value | 36,777 | 11,471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares | 119,535 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 17,296 | $ 17,296 | $ 38,264 | $ 38,264 | $ 38,264 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued share | 29,385 | 29,385 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount (in Dollars) | $ 8,350 | $ 4,744 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant purchase shares | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued | 114,000 | 50,000 | 60,000 | 75,000 | 29,385 | 150,000 | 75,000 | 25,000 | 50,000 | 25,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share fair value (in Dollars) | $ 59,468 | $ 26,877 | $ 26,824 | $ 30,947 | $ 17,297 | $ 67,645 | $ 36,499 | $ 11,845 | $ 24,504 | $ 6,949 | $ 85,981 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Stock Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 12,352 | $ 12,352 | $ 7,924 | $ 7,924 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued | 75,000 | 75,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Ownership Percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Securities purchase agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share fair value (in Dollars) | $ 23,718 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants [Line Items] | |||
Dividend rate | |||
Volatility | 69% | ||
Minimum [Member] | |||
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants [Line Items] | |||
Term (in years) | 2 years 6 months | 2 years 6 months | |
Volatility | 61% | 60% | |
Risk-free interest rate | 0.14% | 0.14% | |
Maximum [Member] | |||
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants [Line Items] | |||
Term (in years) | 5 years | 5 years | |
Volatility | 69% | 70% | |
Risk-free interest rate | 2.80% | 0.27% |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of outstanding stock warrants | 9 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Schedule Of Outstanding Stock Warrants Abstract | |
Number of Stock Warrants, Beginning Balance | shares | 15,745,066 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.17 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 7 years 4 months 24 days |
Number of Stock Warrants Warrants issued for services | shares | 100,000 |
Weighted Average Exercise Price Warrants issued for services | $ / shares | $ 1.5 |
Weighted Average Remaining Contractual Life (Years) Warrants issued for services | 4 years 1 month 6 days |
Number of Stock Warrants Issued pursuant to employment agreements | shares | 500,000 |
Weighted Average Exercise Price Issued pursuant to employment agreements | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (Years) Issued pursuant to employment agreements | 4 years 10 months 24 days |
Number of Stock Warrants, Warrants issued in connection with convertible debt | shares | 1,405,090 |
Weighted Average Exercise Price, Warrants issued in connection with convertible debt | $ / shares | $ 0.575 |
Weighted Average Remaining Contractual Life (Years), Warrants issued in connection with convertible debt | 3 years |
Number of Stock Warrants, Warrants exercised | shares | (1,596,595) |
Weighted Average Exercise Price, Warrants exercised | $ / shares | $ 1.35 |
Number of Stock Warrants, Ending Balance | shares | 16,153,561 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.09 |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 6 years 4 months 24 days |
Number of Stock Warrants, Stock warrants exercisable | shares | 16,153,561 |
Weighted Average Exercise Price, Stock warrants exercisable | $ / shares | $ 0.09 |
Weighted Average Remaining Contractual Life (Years), Stock warrants exercisable | 6 years 4 months 24 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Jan. 01, 2023 | Jan. 02, 2022 | Oct. 02, 2021 | Oct. 01, 2021 | Sep. 15, 2021 | Sep. 10, 2021 | Sep. 10, 2021 | Jul. 06, 2021 | Jun. 24, 2021 | Apr. 01, 2021 | Apr. 20, 2020 | Jun. 30, 2022 | Mar. 25, 2022 | Jan. 19, 2022 | Oct. 25, 2021 | Oct. 20, 2021 | Sep. 15, 2021 | Jul. 22, 2021 | Jul. 22, 2021 | Jun. 22, 2021 | Jun. 22, 2021 | Mar. 30, 2021 | Dec. 31, 2020 | Sep. 22, 2020 | Sep. 22, 2020 | Apr. 20, 2020 | Jul. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Nov. 08, 2022 | Jun. 22, 2022 | May 28, 2021 | May 17, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 29, 2021 | Mar. 22, 2021 | Feb. 03, 2021 | Sep. 24, 2020 | Feb. 22, 2018 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Annual salary | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 2,000,000 | 2,000,000 | 186,037 | 186,037 | |||||||||||||||||||||||||||||||||||||||
Grand date fair value | $ 2,714,971 | $ 1,800,000 | $ 152,626 | $ 152,626 | |||||||||||||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Expires date | Mar. 27, 2027 | ||||||||||||||||||||||||||||||||||||||||||
Rental obligation | $ 109,235 | ||||||||||||||||||||||||||||||||||||||||||
Payment of obligation | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Remaining due lease obligation, amount | $ 26,400 | 22,900 | 22,900 | $ 26,400 | |||||||||||||||||||||||||||||||||||||||
Put option agreement, description | On April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the ten months ended October 31, 2021, the Company re-assessed the repurchase obligation and pursuant to the agreement recorded a reduction of $681,726 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of October 31, 2021 and December 31, 2020, the Company had $0.6 and $1.3 million of common stock repurchase obligation outstanding, respectively. | ||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Repurchase amount | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Description of repurchase agreement | The Company shall pay to the Shareholder the Purchase Price in immediately available funds, as follows: (1) $50,000 which was be paid upon the complete execution of this Stock Repurchase Agreement, and the related Settlement Agreement and Release, and the Lock-up and Leak-out Agreement; (2) $50,000 to be paid 30 days after the complete execution of the Stock Repurchase Agreement, the Settlement Agreement and Release, and the Lock-up and Leak-out Agreement; and (3) the final $50,000 to be paid 60 days after the complete execution of the Stock Repurchase Agreement, the Settlement Agreement and Release, and the Lock-up and Leak-out Agreement. As of July 31, 2022, the Company had $100,000 of common stock repurchase obligation outstanding. | ||||||||||||||||||||||||||||||||||||||||||
Common stock repurchase | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 25,000 | 150,000 | 60,000 | 75,000 | 75,000 | 50,000 | 25,000 | 150,000 | |||||||||||||||||||||||||||||||||||
Royalty payment | 86,442 | ||||||||||||||||||||||||||||||||||||||||||
Royalty fee | 6,000 | 198 | |||||||||||||||||||||||||||||||||||||||||
Minimal royalty payment | 109,210 | ||||||||||||||||||||||||||||||||||||||||||
GMR expense | $ 218,380 | 113,753 | $ 36,403 | ||||||||||||||||||||||||||||||||||||||||
Accrued royalty fee | $ 109,199 | 109,199 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable | 61,794 | 61,794 | |||||||||||||||||||||||||||||||||||||||||
Accrued expense and other liabilities | 44,405 | 44,405 | $ 5,009 | ||||||||||||||||||||||||||||||||||||||||
Total accrued royalty fee | $ 36,403 | $ 109,199 | $ 109,199 | $ 71,896 | $ 71,896 | $ 36,403 | |||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | 5% | 10% | 10% | |||||||||||||||||||||||||||||||||||||||
Minimum compensation | $ 24,000 | $ 24,000 | |||||||||||||||||||||||||||||||||||||||||
Paid installment | $ 2,000 | 2,000 | $ 2,000 | 2,000 | |||||||||||||||||||||||||||||||||||||||
Accrued royalty fee | 198 | $ 198 | |||||||||||||||||||||||||||||||||||||||||
Revenue share agreement, description | the Company closed a Revenue Share Agreement (“Agreement”) with a lender pursuant to which the Company agreed to sell, assign and transfer to the lender and the lender agreed to purchase from the Company, all of the Company’s right, title and interest in its future receivables amounting to $74,200 (“Specified Amount”) and $70,000 (“Purchase Price” or “Advance”) of this amount shall be made available to the Company. Pursuant to the Agreement, prior to the lender making the amount of the Advance available for use (even if the Company choose not to spend any or all of the Advance); (a) the Company will deliver, and will cause to be delivered, on each day to the lender, 20% of future receivables and 25% of future receivables after the 121st day from and including the closing date (“Applicable Percentage”) until the lender receive the specified Amount and; (b) the Company acknowledge that good, sufficient and valuable consideration has been received. The Company will only use the Advance for the purchase of products or services necessary to operate its business as defined in the Agreement. On April 1, 2021, an advance of $74,200 of which $70,000 was made available to the Company and $4,200 OID was charged to interest expense. | In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. | |||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | 150,000 | 112,500 | ||||||||||||||||||||||||||||||||||||||||
Common share fair value | $ 255,000 | $ 2,028,393 | |||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 147,344 | $ 147,344 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||
Development agreement, description | Cocina shall receive 10% royalties on all Net Revenues (“Royalty”) generated from the sale of: (i) CS Meals; and (ii) Home Bistro and Prime Chop brand orders in which a CS dedicated code was used at the time of purchase, in accordance with the Royalty Schedule set forth in the Development Agreement. For the purpose of this Development Agreement “Net Revenue” shall be defined as gross sales of products less actual returns and refunds, which returns and refunds shall not exceed eight percent (8%) of such gross sales. In addition, the GMR for the Term shall be at least $36,000 per year in the aggregate, payable monthly at the rate of $3,000 per month or 10% of gross sales, whichever is higher for the month. The Company agrees that Royalty payments may only be credited to the year to which such payments apply (i.e., Royalty payments paid to Claudia Cocina during the first twelve months of the Agreement can only offset the GMR of the first twelve months, and not the subsequent 12-month period GMR). | ||||||||||||||||||||||||||||||||||||||||||
Fair value of market price | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 115,938 | 25,156 | |||||||||||||||||||||||||||||||||||||||||
Professional and consulting expense | 30,000 | 90,000 | |||||||||||||||||||||||||||||||||||||||||
Royalty fee percentage | 10% | ||||||||||||||||||||||||||||||||||||||||||
Aggregate Paid | $ 78,260 | 78,260 | |||||||||||||||||||||||||||||||||||||||||
Aggregate paind in parties | 9,000 | ||||||||||||||||||||||||||||||||||||||||||
Minimum compensation | 75,000 | ||||||||||||||||||||||||||||||||||||||||||
Payable rate | 6,250 | 6,250 | |||||||||||||||||||||||||||||||||||||||||
Monthly fee | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation related expenses | 750,000 | 750,000 | |||||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 350,000 | 570,645 | |||||||||||||||||||||||||||||||||||||||||
Monthly installments | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate amount | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Selling and marketing expenses | 58,333 | ||||||||||||||||||||||||||||||||||||||||||
Prepaid expense | $ 41,667 | 41,667 | |||||||||||||||||||||||||||||||||||||||||
Payable in cash | 3,000 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 2,266,666 | 100,000 | 150,000 | 150,000 | 119,535 | 6,112,993 | 1,492 | ||||||||||||||||||||||||||||||||||||
Common share fair value | $ 2,969,334 | $ 132,000 | $ 172,500 | $ 150,000 | $ 38,263 | ||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 121,875 | $ 121,875 | |||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 28,125 | ||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||||||||||
1 Year [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Royalty payment | $ 109,210 | $ 109,210 | |||||||||||||||||||||||||||||||||||||||||
2 Year [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Royalty payment | 218,380 | 218,380 | |||||||||||||||||||||||||||||||||||||||||
3 Year [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Royalty payment | $ 436,770 | $ 436,770 | |||||||||||||||||||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 600,000 | ||||||||||||||||||||||||||||||||||||||||||
GMR expense | $ 436,770 | ||||||||||||||||||||||||||||||||||||||||||
May Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Annual salary | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Grand date fair value | $ 187,280 | ||||||||||||||||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Financial term | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Hungry Fan Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Hungry Fan Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accrued royalty fee | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Velvet Desserts Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Velvet Desserts Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Claudia Cocina LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 121,875 | $ 121,875 | |||||||||||||||||||||||||||||||||||||||||
Deferred compensation | 28,125 | ||||||||||||||||||||||||||||||||||||||||||
Chef Richard Blais [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 172,500 | $ 172,500 | $ 147,344 | 147,344 | |||||||||||||||||||||||||||||||||||||||
Fair value of market price | 172,500 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 25,156 | ||||||||||||||||||||||||||||||||||||||||||
Blais Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Blais Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Perfect Athlete LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 255,000 | $ 255,000 | $ 239,063 | $ 239,063 | |||||||||||||||||||||||||||||||||||||||
Fair value of market price | 172,500 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | 15,938 | ||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | 1,050,000 | ||||||||||||||||||||||||||||||||||||||||||
Collectively as Parties [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Grand date fair value | $ 678,253 | ||||||||||||||||||||||||||||||||||||||||||
Issued to warrant purchase (in Shares) | 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Dutchess Capital [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Grand date fair value | $ 1,356,507 | ||||||||||||||||||||||||||||||||||||||||||
Issued to warrant purchase (in Shares) | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Payable in cash | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Lock-Up and Leak Out Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | 36,688 | 36,688 | |||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Annual salary | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Grand date fair value | $ 2,714,971 | ||||||||||||||||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Expired term | Oct. 01, 2026 | ||||||||||||||||||||||||||||||||||||||||||
Lease Obligation Settlement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Rental obligation | 109,235 | ||||||||||||||||||||||||||||||||||||||||||
Payment of obligation | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Remaining due lease obligation, amount | 21,400 | 21,400 | 22,900 | 22,900 | |||||||||||||||||||||||||||||||||||||||
Put Option Agreement and Stock Repurchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Put option agreement, description | On April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expired fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded an initial common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the ten months ended October 31, 2021, the Company recorded a reduction of $681,725. During the nine months ended July 31, 2022, the Company recorded a reduction of $113,072. As of July 31, 2022, the Company has recorded an aggregate reduction of $794,797 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of July 31, 2022 and October 31, 2021, the Company had $505,203 and $618,275 million of common stock repurchase obligation outstanding, respectively. | ||||||||||||||||||||||||||||||||||||||||||
Corlich Enterprises, Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||||||||||
Royalty fee | 49,139 | 78,260 | |||||||||||||||||||||||||||||||||||||||||
Hungry Fan Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Accrued royalty fee | $ 4,000 | $ 4,000 | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Paid installment | 14,000 | 14,000 | |||||||||||||||||||||||||||||||||||||||||
Hungry Fan Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Velvet Desserts Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Velvet Desserts Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Royalty fees | 198 | ||||||||||||||||||||||||||||||||||||||||||
Accrued royalty fee | $ 198 | $ 198 | |||||||||||||||||||||||||||||||||||||||||
Roblé Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Roblé Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Chef Roblé & Co [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Revenue share agreement, description | In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. The total aggregate compensation paid to Roblé shall be reduced by the GMC. During the transitional period ending October 31, 2021, the first condition has been satisfied by both parties and the Company paid $9,000 the GMC. As of July 31, 2022 and October 31, 2021, there were no accrued GMC as the Selling Date has not yet occurred. | ||||||||||||||||||||||||||||||||||||||||||
Claudia Cocina LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Minimum compensation | $ 121,875 | ||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Common share fair value | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 0 | $ 0 | 121,875 | $ 121,875 | |||||||||||||||||||||||||||||||||||||||
Development agreement, description | Cocina shall receive 10% royalties on all Net Revenues (“Royalty”) generated from the sale of: (i) CS Meals; and (ii) Home Bistro and Prime Chop brand orders in which a CS dedicated code was used at the time of purchase, in accordance with the Royalty Schedule set forth in the Development Agreement. For the purpose of this Development Agreement “Net Revenue” shall be defined as gross sales of products less actual returns and refunds, which returns and refunds shall not exceed eight percent (8%) of such gross sales. In addition, the GMR for the Term shall be at least $36,000 per year in the aggregate, payable monthly at the rate of $3,000 per month or 10% of gross sales, whichever is higher for the month. The Company agrees that Royalty payments may only be credited to the year to which such payments apply (i.e., Royalty payments paid to Claudia Cocina during the first twelve months of the Agreement can only offset the GMR of the first twelve months, and not the subsequent 12-month period GMR). Payments made during any year during the Term, which are in excess of the GMR payments for the applicable year may not be credited towards another year. All GMR payments hereunder are non-refundable and are due upon the first CS Meals being launched which occurred in November 2021. During the nine months ended July 31, 2022, the Company recorded $21,000 of royalty expense related to the GMR. As July 31, 2022 and October 31, 2021, there were no accrued royalty fee. | ||||||||||||||||||||||||||||||||||||||||||
Chef Richard Blais [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Royalty payment | $ 56,250 | ||||||||||||||||||||||||||||||||||||||||||
Royalty fee | 1,815 | ||||||||||||||||||||||||||||||||||||||||||
Total accrued royalty fee | 8,065 | 8,065 | |||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 172,500 | $ 172,500 | 147,344 | $ 147,344 | |||||||||||||||||||||||||||||||||||||||
Development agreement, description | For the use of Chef Richard Blais and all associated intellectual property for the benefit of the Blais Meals, the Company shall pay to Blais the following: (i) 10% of all net revenue generated from the sale of Blais Meals (the “Blais Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Blais Meals less discounts and returns. The Blais Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Blais Royalty was earned; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Blais Dedicated Code was used at the time of purchase (“Blais Commission”). The Blais Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Blais Commission was earned and; (iii) Guaranteed Minimum Royalty. Subject to the terms and conditions of the Development Agreement, the Company shall pay to Chef Richard Blais a guaranteed minimum compensation of $75,000 for each twelve-month period the Development Agreement is in effect (“GMC”) payable monthly at the rate of $6,250 per month, beginning on the earlier of the launch of Blais Meals or ninety days after the execution of this Development Agreement. | ||||||||||||||||||||||||||||||||||||||||||
Agreement term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of market price | $ 172,500 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 0 | 147,344 | |||||||||||||||||||||||||||||||||||||||||
Total GMR payable | 51,815 | 51,815 | |||||||||||||||||||||||||||||||||||||||||
Total payable | 43,750 | 43,750 | |||||||||||||||||||||||||||||||||||||||||
Perfect Athlete LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 255,000 | $ 255,000 | $ 74,375 | 74,375 | |||||||||||||||||||||||||||||||||||||||
Agreement term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of market price | $ 255,000 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 164,687 | $ 239,063 | |||||||||||||||||||||||||||||||||||||||||
Perfect Athlete LLC [Member] | PA Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Perfect Athlete LLC [Member] | PA Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of market price | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 27,083 | ||||||||||||||||||||||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 72,917 | ||||||||||||||||||||||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | SMF Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | SMF Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Development agreement, description | On October 1, 2021, the Company and a consultant (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022, unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Pursuant to the agreement, the Company issued warrants to purchase 500,000 of common stock (“Warrant”) with a grant date fair value of $678,253 for services rendered and was recorded as professional and consulting expenses in the accompanying consolidated statement of operations in 2021. The Warrant vested upon issuance, has an exercise price of $0.001 and expiration date of October 1, 2026. In addition, the consultant shall receive $3,000 per month, payable in cash on the first of each month commencing on the effective date. | On September 10, 2021, the Company and Bench International, LLC (“Bench International”) (collectively as “Parties”) entered into an agreement to marketing consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of September 10, 2021. Pursuant to the Agreement, Bench International shall be paid, in cash, and aggregate amount of $350,000 to be paid in seven monthly instalments of $50,000 beginning September 2021 until March 2022. In 2021, the Company paid an aggregate amount of $100,000. During the nine months ended July 31, 2022, the Company paid an aggregate amount of $205,000. During the nine months ended July 31, 2022, the Company recognized $246,667 of expense related to this Agreement and recorded as selling and marketing expenses in the accompanying unaudited consolidated statement of operations. As of July 31, 2022 and October 31, 2021, the prepaid expense related to this Agreement were $0 and $41,667, respectively. | On April 1, 2021, the Company and Redstone Communications, LLC (“Redstone”) (collectively as “Parties”) entered into an agreement to provide strategic consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of April 1, 2021 until March 31, 2022. Pursuant to the Agreement, Redstone shall be paid, in cash, a monthly fee of $10,000 over the twelve months service period and received 2,000,000 shares of common stock with grant date fair value of $1,800,000 as compensation, which was recorded as deferred compensation in the accompanying consolidated balance sheet and amortized over the twelve months service period. In 2021, the Company amortized $1,050,000 of the deferred compensation. During the nine months ended July 31, 2022, the Company amortized $750,000 of the deferred compensation and was recorded as professional and consulting expense in the accompanying unaudited consolidated statement of operations. As of July 31, 2022 and October 31, 2021, the deferred compensation related to this Agreement was $0 and $750,000, respectively. | ||||||||||||||||||||||||||||||||||||||||
Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Development agreement, description | the Company and Michael Novielli through Dutchess Capital Partners, LLC (“Dutchess Capital”) (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022 unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Michael Novielli currently serves as a member of the Board of Directors and is considered a related party. Pursuant to the agreement, Dutchess Capital received warrants to purchase 1,000,000 of common stock (“Warrant”) with a grant date fair value of $1,356,507, for services rendered and was recorded as professional and consulting expenses – related party in the accompanying consolidated statement of operations. The Warrant vested upon issuance, had exercise price of $0.001 and expiration date of October 1, 2026. In addition, Dutchess Capital shall receive $10,000 per month, payable in cash on the first of each month commencing on the effective date. | ||||||||||||||||||||||||||||||||||||||||||
Lock-Up and Leak Out Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 112,500 | ||||||||||||||||||||||||||||||||||||||||||
Amortized deferred compensation | $ 670,212 | $ 670,212 | |||||||||||||||||||||||||||||||||||||||||
Fair value of market price | $ 152,626 | ||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | $ 0 | $ 115,938 | |||||||||||||||||||||||||||||||||||||||||
Lock-Up and Leak Out Agreements [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Common stock share issued (in Shares) | 516,748 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of market price | $ 554,273 | ||||||||||||||||||||||||||||||||||||||||||
Roble Royalty [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Roble Commission [Member] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Nov. 08, 2022 | Sep. 09, 2022 | Aug. 29, 2022 | Aug. 24, 2022 | Nov. 11, 2021 | Sep. 15, 2021 | Sep. 10, 2021 | Sep. 08, 2021 | Sep. 01, 2021 | Jul. 06, 2021 | May 17, 2021 | Apr. 07, 2021 | Jan. 12, 2021 | May 24, 2022 | May 18, 2022 | Jun. 22, 2021 | May 28, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 29, 2021 | Mar. 25, 2021 | Mar. 22, 2021 | Jan. 27, 2021 | Jan. 19, 2021 | Jul. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Sep. 08, 2022 | Aug. 26, 2022 | Oct. 01, 2021 | Jun. 24, 2021 | Apr. 01, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | 5% | 10% | 10% | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 338 | $ 338 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 165,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent event description | The Company has the right to prepay the outstanding principal amount of the Note, plus any accrued interest on the outstanding principal (including any default interest) at a rate of (x) 120% during the period ending 120 days after the Issue Date and (y) 125% during the period between 121 days and 180 days after the Issue Date. The Company does not have a prepayment right following the expiration of the 180 day period Upon the occurrence and during the continuation of any event of default under the Note, the Note becomes immediately due and payable and the Company is obligated to pay the Investor in full satisfaction of its obligations thereunder an amount equal to the greater of (i) the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 150% and (ii)(a) the highest number of shares of Common Stock issuable upon conversion of the default sum at the Conversion Price, multiplied by (b) the highest closing price for the Common Stock during the period beginning on the date of first occurrence of the event of default and ending one day prior to the mandatory prepayment date. | ||||||||||||||||||||||||||||||||||||||
Outstanding principal amount percentage | 120% | ||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 666,667 | ||||||||||||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 0.575 | $ 0.575 | $ 2.5 | $ 2.5 | $ 0.225 | ||||||||||||||||||||||||||||||||||
Exercise price percenatge | 120% | ||||||||||||||||||||||||||||||||||||||
Consulting agreements description | On August 29, 2022, the Company entered into a six-month Capital Market Advisory Agreement (the “Advisory Agreement”) with a third-party consultant for advisory services. In connection with this Advisory Agreement, the Company shall pay the advisor (1) $5,000 upon execution of the agreement and $5,000 per month to accrue until an uplisting occurs; (2) $25,000 payable upon a NASDAQ uplisting; (3) 100,000 share of the Company’s common stock. The shares shall have reverse split protection through the Nasdaq Listing so that if the Company undertakes a reverse split as part of the of the Nasdaq Listing, the consultant shall receive additional shares immediately after the Nasdaq Listing so that the consultant retains 100,000 shares post reverse split; and (4) the Company will issue 100,000 warrants to the Consultant or its designees exercisable for a period of 5 years with an exercise price of $.20 per share. The warrants shall have a cashless exercise provision in the event that the shares underlying the warrants are not registered in an effective registration statement. In the event that the Company undertakes a reverse split prior to or simultaneous with the Nasdaq Listing, the warrants shall have reverse split protection so that the Consultant shall receive 100,000 warrants exercisable for five years at $.20 per share after the reverse split. The Company issued 100,000 shares of common stock with grant date fair value of $20,000, or $0.20 per share, based on the market price of common stock on grant date. | ||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 186,037 | 186,037 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||
Common stock fair value | $ 171,776 | ||||||||||||||||||||||||||||||||||||||
Aggregate share issued (in Shares) | 1,187,428 | 1,187,428 | |||||||||||||||||||||||||||||||||||||
Net proceeds | $ 854,405 | ||||||||||||||||||||||||||||||||||||||
Common stock fair value | $ 60,000 | $ 64,764 | $ 312,560 | $ 991,168 | $ 866,770 | $ 4,368,796 | $ 75,006 | ||||||||||||||||||||||||||||||||
Aggregate amount | $ 350,000 | $ 570,645 | |||||||||||||||||||||||||||||||||||||
Stock issued (in Shares) | 150,000 | 150,000 | 112,500 | ||||||||||||||||||||||||||||||||||||
Aggregate fair value | $ 2,969,334 | $ 2,969,334 | $ 2,969,334 | $ 2,969,334 | $ 2,969,334 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | 5% | |||||||||||||||||||||||||||||||||||||
September 2022 Note I [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Exercise price percenatge | 120% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issued and common stock shares (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||
Common stock grant date fair value | $ 90,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.18 | $ 0.2 | |||||||||||||||||||||||||||||||||||||
Common stocks, share issued (in Shares) | 500,000 | ||||||||||||||||||||||||||||||||||||||
Monthly base rent | $ 9,960 | ||||||||||||||||||||||||||||||||||||||
Monthly storage fees | $ 2,340 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | August 2022 Note [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 92,000 | ||||||||||||||||||||||||||||||||||||||
Net of fees | $ 12,250 | ||||||||||||||||||||||||||||||||||||||
Annual interest rate percentage | 8% | ||||||||||||||||||||||||||||||||||||||
Default interest rate percentage | 22% | ||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 24, 2023 | ||||||||||||||||||||||||||||||||||||||
Conversion price percentage | 65% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | May 2022 Note II [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrant, exercise price (in Dollars per share) | $ 2 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | September 2022 Note I [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Securities purchase agreement description | On September 9, 2022, the Company entered into a Securities Purchase Agreement (“September 2022 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2022 SPA I, the Company; (i) issued a convertible note with principal amount of $150,000 (“September 2022 Note I”) with the Company receiving $123,000 in net proceeds, net of $15,000 of OID and $12,000 of legal fees; (ii) issued warrants to purchase up to 666,667 shares of common stock (“September 2022 I Warrant”). The 666,667 warrants issued shall be valued using the relative fair value method, recording as a debt discount to be amortized over the twelve-month term of the note. The September 2022 Note I bears an annual interest rate of 15% and matures on September 9, 2023. The September 2022 Note II is convertible shall be convertible into shares of Common Stock hereunder, which shall equal the lower of (i) 75% of the closing price of the Common Stock on the date of the investment, and (ii) 90% of the lowest volume weighted average price for the Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date, provided, however, that if the Company consummates an Uplist Offering (as defined in this Note) on or before the date that is one hundred and eighty (180) calendar days after the Issuance Date, then the Conversion Price shall equal 75% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made (for the avoidance of doubt, if a unit includes more than one share of the Common Stock in the Uplist Offering, the Conversion Price shall mean 75% of the unit price divided by the number of shares of Common Stock contained in a unit). The September 2022 I Warrant issued to the investor, provides for the right to purchase up to 666,667 shares of common stock; (i) shall be valued using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the September 2022 Note; (ii) exercisable at $0.225, provided, however, that if the Company consummates an Uplist Offering (as defined in this Warrant) on or before the date that is one hundred and eighty (180) calendar days after the Issue Date, then the Exercise Price shall equal 120% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made (for the avoidance of doubt, if a unit includes more than one share of the Common Stock in the Uplist Offering, the Exercise Price shall mean 120% of the unit price divided by the number of shares of Common Stock contained in a unit), subject to adjustment as provided herein (including but not limited to cashless exercise). Unless otherwise adjusted pursuant to the terms of this Warrant, if the date of a respective exercise under the Warrant is on or before the date that is one hundred and eighty (180) calendar days after the Issue Date and the Company has not consummated an Uplist Offering, then the exercise price of this Warrant shall equal the initial Exercise Price. If the Company at any time while the September Note I and September 2022 Warrant I are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note I and May 2022 Warrant I), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. | ||||||||||||||||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 600,000 | ||||||||||||||||||||||||||||||||||||||
Common stock fair value | $ 725,940 | ||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||
Common stock fair value | $ 120,757 | ||||||||||||||||||||||||||||||||||||||
August 2022 Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 104,250 | ||||||||||||||||||||||||||||||||||||||
Chef David Burtka [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issued and common stock shares (in Shares) | 250,000 | ||||||||||||||||||||||||||||||||||||||
Common stock grant date fair value | $ 45,000 | ||||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.18 | ||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | ||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | ||||||||||||||||||||||||||||||||||||||
All Grain LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issued and common stock shares (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.21 | ||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | ||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 5% | ||||||||||||||||||||||||||||||||||||||
Common stock grant date fair value | $ 21,000 | ||||||||||||||||||||||||||||||||||||||
Joint Product Development and Distribution Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||
Stock issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate fair value | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
CPN Commission [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Net revenue percentage | 10% | 10% | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 2.5 | $ 2.5 | |||||||||||||||||||||||||||||||||||||
Stock issued (in Shares) | 114,000 | 50,000 | 60,000 | 75,000 | 29,385 | 150,000 | 75,000 | 25,000 | 50,000 | 25,000 | 150,000 | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issued and common stock shares (in Shares) | 214,427 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 42,778 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value - USD ($) | Oct. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | $ 86,884 | $ 180,029 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of a roll forward of the level 3 valuation financial instruments - USD ($) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 | |
Schedule Of ARoll Forward Of The Level3 Valuation Financial Instruments Abstract | |||
Balance at beginning of year | $ 86,884 | $ 180,029 | |
Initial valuation of derivative liabilities included in debt discount | 223,358 | 212,344 | |
Reclassification of derivative liability to gain on debt extinguishment | (26,629) | ||
Change in fair value of derivative liabilities | (55,855) | (289,874) | (32,315) |
Balance at end of the period | $ 153,206 | $ 86,884 | $ 180,029 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding and all dilutive securities - shares | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,786,501 | 11,928,553 |
Stock Options [Member] | Common Stock Equivalents [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 60,638 | |
Stock Warrants [Member] | Common Stock Equivalents [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 15,745,066 | 11,278,211 |
Convertible Debt [Member] | Common Stock Equivalents [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,041,435 | 589,704 |
Acquisitions and Disposal of _3
Acquisitions and Disposal of The Discontinued Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Jul. 06, 2021 | Sep. 25, 2020 | Apr. 20, 2020 | Jul. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||||||
After the exchange, description | As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received an aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 1) and were paid $60,000 in cash. | |||||||||
Shares of common stock (in Shares) | 2,008,310 | 2,000,000 | ||||||||
Accounts payable | $ 14,000 | |||||||||
Accounting expenses | 14,000 | |||||||||
Cash | 7,000 | |||||||||
Promissory note | $ 7,000 | |||||||||
Interest rate | 5% | |||||||||
Installments payable | $ 1,000 | |||||||||
Due on promissory note | $ 7,821,102 | $ 1,512,844 | $ 5,000 | |||||||
Cash consideration | 7,000 | |||||||||
Reimbursement to additional paid in capital | 14,000 | |||||||||
Gain on debt extinguishment | $ 99,897 | |||||||||
Aggregate shares (in Shares) | 2,008,310 | |||||||||
Paid cash amount | $ 60,000 | $ 64,764 | $ 312,560 | $ 991,168 | $ 866,770 | $ 4,368,796 | $ 75,006 | |||
Weighted average price | $ 2,028,393 | |||||||||
Agreement and Plan of Merger [Member] | ||||||||||
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||||||
Exchange agreement, description | As a result of the Exchange, all of the Company’s issued and outstanding shares of Series A Preferred Stock, Series C Preferred Stock and convertible notes were converted into an aggregate of 5,405,479 shares of common stock on a fully diluted basis, consisting of 1,364,232 shares of common stock and warrants to purchase up to 4,041,258 shares of common stock (see Note 12). The 250,000 shares of Series B Preferred Stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement (see Note 12) and 250,000 shares of Series B Preferred Stock held by a related party remained issued and outstanding as of the date of the Merger. | |||||||||
Common stock shares (in Shares) | 5,405,479 | |||||||||
After the exchange, description | After the Exchange, a total of 1,899,094 shares of common stock, warrants to purchase 4,041,258 shares of common stock and 60,638 stock options were deemed issued and outstanding. | |||||||||
Retained securities held prior (in Shares) | 533,931 | |||||||||
Shares of common stock (in Shares) | 60,638 | |||||||||
Proceeds from sale shareholder | $ 1,300,000 | |||||||||
Repurchase obligation | $ 1,300,000 | |||||||||
Common stock and stock warrants, percentage | 80% | |||||||||
Home Bistro [Member] | Agreement and Plan of Merger [Member] | ||||||||||
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||||||
Stock options (in Shares) | 24,031,453 | |||||||||
Diluted basis common stock (in Shares) | 17,105,139 | |||||||||
Warrants shares (in Shares) | 6,926,314 | |||||||||
Time of Merger [Member] | Agreement and Plan of Merger [Member] | ||||||||||
Acquisitions and Disposal of The Discontinued Operations (Details) [Line Items] | ||||||||||
Common stock shares (in Shares) | 19,004,233 | |||||||||
Stock options (in Shares) | 60,638 | |||||||||
Warrants shares (in Shares) | 10,967,572 | |||||||||
Common stock issued and outstanding (in Shares) | 30,031,501 |
Acquisitions and Disposal of _4
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of assets and liabilities | Oct. 31, 2021 USD ($) |
Schedule Of Assets And Liabilities Abstract | |
Cash | $ 4,917 |
Prepaid expense | 9,776 |
Operating right-of-use asset | 32,444 |
Total assets acquired | 47,137 |
Accounts payable and accrued expenses | (209,417) |
Operating right-of-use liability | (32,444) |
Total liabilities assumed | (241,861) |
Net liability assumed | $ (194,724) |
Acquisitions and Disposal of _5
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of set forth the selected financial data of the net liabilities recorded to additional paid in capital - USD ($) | Jul. 31, 2022 | Sep. 24, 2020 |
Other assets: | ||
Operating lease right-of-use assets, net | $ 2,417 | |
Total assets | 2,417 | |
Current liabilities: | ||
Accounts payable | 112,212 | |
Accrued expenses and other liabilities | $ 44,405 | 5,009 |
Operating lease liabilities, current portion | 2,417 | |
Total current liabilities | 119,638 | |
Total liabilities | 119,638 | |
Net liabilities | 117,221 | |
Expense reimbursement by Buyer | 14,000 | |
Disposal of net liabilities to a related party | $ 131,221 |
Acquisitions and Disposal of _6
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of operating result of discontinued operations of the RTD Business - RTD Business [Member] | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of operating result of discontinued operations of the RTD Business [Line Items] | |
Cost of revenues | |
Gross (loss) profit | |
Operating expenses: | |
Compensation expense | 5,511 |
Professional and consulting expenses | 26,606 |
Selling and marketing expenses | (7,850) |
General and administrative expenses | 37,255 |
Total operating expenses | 61,522 |
Loss from operations | 61,522 |
Gain on debt extinguishment | 99,897 |
Interest income (expense) | (172) |
Other income, net | 99,725 |
Income from discontinued operations | $ 38,203 |
Acquisitions and Disposal of _7
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition - USD ($) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 | |
Assets acquired: | |||
Current assets | $ 97,140 | $ 97,140 | |
Computer software | 66,198 | ||
Customer relationships | 43,000 | ||
Trademark | 505,000 | 505,000 | |
Goodwill | 1,809,357 | 1,809,357 | |
Total assets acquired at fair value | 2,520,695 | 2,520,695 | |
Less: total liabilities assumed | (432,302) | (432,302) | |
Net asset acquired | 2,088,393 | 2,088,393 | |
Purchase consideration paid: | |||
Fair value of common shares issued | 2,028,393 | 2,028,393 | |
Cash consideration | 60,000 | 60,000 | |
Total purchase consideration paid | $ 2,088,393 | $ 2,088,393 |
Acquisitions and Disposal of _8
Acquisitions and Disposal of The Discontinued Operations (Details) - Schedule of consolidated results of operations - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2020 | Oct. 31, 2021 | |
Schedule Of Consolidated Results Of Operations Abstract | |||
Net Revenues | $ 2,485,615 | $ 3,005,607 | $ 2,993,650 |
Net Loss | $ 2,539,633 | $ (1,197,589) | $ (12,802,275) |
Net Loss per Share (in Dollars per share) | $ (0.12) | $ (0.07) | $ (0.56) |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details) - Schedule of goodwill - USD ($) | 9 Months Ended | ||
Oct. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2020 | |
Schedule Of Goodwill Abstract | |||
Estimated Life | Indefinite | Indefinite | |
Goodwill | $ 1,809,357 | $ 1,809,357 | |
Less: Impairment | |||
Goodwill, net | $ 1,809,357 | $ 1,809,357 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Oct. 31, 2021 | Jul. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 3,234,198 | $ 3,234,198 |
Less: Accumulated amortization | (8,837) | (683,719) |
Intangible assets, net | 3,225,361 | 2,550,479 |
Intangible assets with a finite life, net | $ 2,720,361 | 2,045,479 |
Computer software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years 6 months | |
Total | $ 66,198 | 66,198 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 7 years | |
Total | $ 43,000 | 43,000 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | ||
Total | $ 505,000 | 505,000 |
License agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Total | $ 2,620,000 | $ 2,620,000 |
Goodwill and Intangible Asset_8
Goodwill and Intangible Assets (Details) - Schedule of amortization of intangible assets attributable to future periods - USD ($) | Oct. 31, 2022 | Oct. 31, 2021 |
Schedule Of Amortization Of Intangible Assets Attributable To Future Periods Abstract | ||
2022 | $ 224,962 | $ 899,845 |
2023 | 899,845 | 899,845 |
2024 | 898,147 | 898,147 |
2025 | 6,143 | 6,413 |
2026 | 6,143 | 6,413 |
2027 | 6,143 | 6,413 |
2028 | 4,096 | 4,095 |
Total | $ 2,045,479 | $ 2,720,361 |
Convertible Notes (Details) -_3
Convertible Notes (Details) - Schedule of convertible debt - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 |
Schedule Of Convertible Debt Abstract | |||
Principal amount | $ 992,302 | $ 1,028,179 | $ 447,000 |
Less: debt discount | (361,444) | (477,541) | (305,524) |
Convertible notes payable, net | 713,916 | 550,638 | 141,476 |
Principal amount – related party | 63,069 | ||
Less: debt discount – related party | (32,897) | ||
Convertible note payable - related party, net | 30,172 | ||
Total convertible notes payable, net | $ 713,916 | $ 580,810 | $ 141,476 |
Convertible Notes (Details) -_4
Convertible Notes (Details) - Schedule of fair value of the stock warrants was estimated at issuance using the Binomial Valuation Model | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Dividend rate | |||
Term | 2 years 6 months | ||
Volatility | 69% | ||
Minimum [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Volatility | 61% | 60% | |
Risk—free interest rate | 0.14% | ||
Maximum [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Volatility | 69% | 70% | |
Risk—free interest rate | 0.24% |
Convertible Notes (Details) -_5
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities | 12 Months Ended |
Oct. 31, 2021 | |
Minimum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Dividend rate | |
Term (in years) | 3 months 29 days |
Volatility | 90% |
Risk—free interest rate | 0.04% |
Default probability | 25% |
Maximum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Dividend rate | |
Term (in years) | 10 months 2 days |
Volatility | 90% |
Risk—free interest rate | 0.11% |
Default probability | 25% |
Note Payable _ In Default (Deta
Note Payable – In Default (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 03, 2015 | Mar. 25, 2022 | Dec. 31, 2020 | Jul. 31, 2021 | |
Note Payable – In Default (Details) [Line Items] | ||||
interest rate | 5% | |||
Maturity date | Mar. 25, 2027 | Sep. 01, 2016 | ||
Promissory Note Payable [Member] | ||||
Note Payable – In Default (Details) [Line Items] | ||||
Promissory note payable | $ 33,000 | |||
Outstanding principal amount | $ 18,000 | $ 3,738 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of note payable - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 |
Schedule Of Note Payable Abstract | |||
Principal amount | $ 306,900 | $ 306,900 | $ 171,612 |
Less: current portion | (17,198) | (15,361) | (20,068) |
Notes payable - long term portion | $ 289,702 | $ 291,539 | $ 151,544 |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of minimum principal payments under notes payable - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Minimum Principal Payments Under Notes Payable Abstract | ||
Year ended October 31, 2022 | $ 15,620 | $ 15,620 |
Year ended October 31, 2023 | 6,369 | 6,369 |
Year ended October 31, 2024 | 6,608 | 6,608 |
Year ended October 31, 2025 | 6,859 | 6,859 |
Thereafter | 271,444 | 271,444 |
Total principal payments | $ 306,900 | $ 306,900 |
Lease Liabilities (Details) -_7
Lease Liabilities (Details) - Schedule of operating right-of-use asset - Operating Lease Liabilities [Member] - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Lease Liabilities (Details) - Schedule of operating right-of-use asset [Line Items] | ||
Operating ROU assets | $ 336,614 | $ 336,614 |
Less accumulated amortization | (153,736) | (68,105) |
Balance of Operating ROU assets, net | $ 182,878 | $ 268,509 |
Lease Liabilities (Details) -_8
Lease Liabilities (Details) - Schedule of operating lease liabilities - Operating Lease Liabilities [Member] - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2022 | |
Lease Liabilities (Details) - Schedule of operating lease liabilities [Line Items] | ||
Operating lease liabilities | $ 339,532 | |
Total operating lease liabilities | 339,532 | |
Reduction of operating lease liabilities | (71,178) | |
Total | 268,354 | $ 187,794 |
Less: short term portion | (101,431) | |
Long term portion | $ 166,923 | $ 101,095 |
Lease Liabilities (Details) -_9
Lease Liabilities (Details) - Schedule of future minimum operating lease payments | Oct. 31, 2021 USD ($) |
Schedule Of Future Minimum Operating Lease Payments Abstract | |
Year ending October 31, 2022 | $ 122,402 |
Year ending October 31, 2023 | 102,849 |
Year ending October 31, 2024 | 79,991 |
Total minimum non-cancelable operating lease payments | 305,242 |
Less: discount to fair value | (36,888) |
Total operating lease liabilities at October 31, 2021 | $ 268,354 |
Lease Liabilities (Details) _10
Lease Liabilities (Details) - Schedule of financing right-of-use - Financing Lease Liability [Member] - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Lease Liabilities (Details) - Schedule of financing right-of-use [Line Items] | ||
Financing ROU assets | $ 200,509 | $ 200,509 |
Less accumulated depreciation | (69,621) | (19,494) |
Balance of financing ROU assets, net | $ 130,888 | $ 181,015 |
Lease Liabilities (Details) _11
Lease Liabilities (Details) - Schedule of financing lease liability - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2022 | |
Schedule Of Financing Lease Liability Abstract | ||
Financing lease payables for equipment | $ 200,509 | $ 200,509 |
Total financing lease payables | 200,509 | |
Reduction of financing lease liability | (13,650) | |
Total | 186,859 | |
Less: short term portion | (62,210) | |
Long term portion | $ 124,649 |
Lease Liabilities (Details) _12
Lease Liabilities (Details) - Schedule of future minimum lease payments under the financing lease agreement - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Future Minimum Lease Payments Under The Financing Lease Agreement Abstract | ||
Year ending October 31, 2022 | $ 19,500 | $ 78,000 |
Year ending October 31, 2023 | 78,000 | 78,000 |
Year ending October 31 | 58,500 | 58,500 |
Total minimum non-cancelable financing lease payments | 156,000 | 214,500 |
Less: discount to fair value | 15,139 | (27,641) |
Total financing lease liabilities at October 31, 2021 | $ 140,861 | $ 186,859 |
Unredeemed Gift Cards (Detail_2
Unredeemed Gift Cards (Details) - Schedule of unredeemed gift cards activities - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Schedule Of Unredeemed Gift Cards Activities Abstract | ||||
Beginning balance | $ 164,912 | $ 48,311 | $ 10,365 | $ 48,311 |
Acquired gift card liability (see Note 3) | 87,260 | 87,260 | ||
Sale and issuance of gift cards | 121,603 | 186,749 | 99,322 | 186,749 |
Revenue from breakage | (22,810) | (60,515) | (17,114) | (60,515) |
Total gift card redemptions | (113,323) | (96,893) | (44,262) | (96,893) |
Ending balance | $ 234,632 | $ 164,912 | $ 48,311 | $ 164,912 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - Schedule of stock option activity - Option [Member] - USD ($) | 10 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Deficit) (Details) - Schedule of stock option activity [Line Items] | ||
Number of Options, Beginning Balance | 60,638 | |
Weighted Average Exercise Price, Beginning Balance | $ 3.2 | |
Aggregate Intrinsic Value, Option outstanding, Beginning balance | ||
Number of Options, Deemed issued in connection with the Company's recapitalization | 60,638 | |
Weighted Average Exercise Price, Deemed issued in connection with the Company's recapitalization | $ 3.2 | |
Weighted Average Remaining Contractual, Deemed issued in connection with the Company's recapitalization | 10 days | |
Aggregate Intrinsic Value, Deemed issued in connection with the Company's recapitalization | ||
Number of Options, Ending Balance | 60,638 | |
Weighted Average Exercise Price, Ending Balance | $ 3.2 | |
Weighted Average Remaining Contractual Life (Years), Ending | 10 days | |
Aggregate Intrinsic Value, Option outstanding, Ending balance | ||
Number of Options, Expired | (60,638) | |
Weighted Average Exercise Price, Expired | ||
Aggregate Intrinsic Value, Expired |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) - Schedule of valuation assumptions | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2021 | |
Stockholders' Equity (Deficit) (Details) - Schedule of valuation assumptions [Line Items] | |||
Dividend rate | |||
Volatility | 69% | ||
Minimum [Member] | |||
Stockholders' Equity (Deficit) (Details) - Schedule of valuation assumptions [Line Items] | |||
Term (in years) | 2 years 6 months | 2 years 6 months | |
Volatility | 61% | 60% | |
Risk-free interest rate | 0.14% | 0.14% | |
Maximum [Member] | |||
Stockholders' Equity (Deficit) (Details) - Schedule of valuation assumptions [Line Items] | |||
Term (in years) | 5 years | 5 years | |
Volatility | 69% | 70% | |
Risk-free interest rate | 2.80% | 0.27% |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details) - Schedule of outstanding stock warrants - Warrant [Member] - $ / shares | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Deficit) (Details) - Schedule of outstanding stock warrants [Line Items] | ||
Number of Stock Warrants, Beginning Balance (in Shares) | ||
Weighted Average Exercise Price, Beginning Balance | ||
Weighted Average Remaining Contractual Life (Years), Edding Balance | ||
Number of Stock Warrants, Deemed issued in connection with the Company's recapitalization (in Shares) | 4,041,258 | |
Weighted Average Exercise Price, Deemed issued in connection with the Company's recapitalization | $ 0.032 | |
Weighted Average Remaining Contractual Life (Years), Deemed issued in connection with the Company's recapitalization | 9 years 3 months 18 days | |
Number of Stock Warrants, Issued pursuant to Exchange Agreement (in Shares) | 6,926,314 | |
Weighted Average Exercise Price, Issued pursuant to Exchange Agreement | $ 0.032 | |
Weighted Average Remaining Contractual Life (Years), Issued pursuant to Exchange Agreement | 9 years 3 months 18 days | |
Number of Stock Warrants, Granted (in Shares) | 3,509,605 | 310,640 |
Weighted Average Exercise Price, Granted | $ 0.001 | $ 0.044 |
Weighted Average Remaining Contractual Life (Years), Granted | 4 years 10 months 24 days | 9 years 7 months 6 days |
Number of Stock Warrants, Stock warrants exercisable (in Shares) | 15,745,076 | |
Weighted Average Exercise Price, Stock warrants exercisable | $ 0.167 | |
Weighted Average Remaining Contractual Life (Years), Stock warrants exercisable | 7 years 4 months 24 days | |
Weighted average fair value of stock warrants granted during the period | $ 1.08 | |
Number of Stock Warrants, Ending Balance (in Shares) | 11,278,212 | |
Weighted Average Exercise Price, Ending Balance | $ 0.032 | |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 9 years 3 months 18 days | |
Number of Stock Warrants, Issued pursuant to convertible debt (in Shares) | 957,250 | |
Weighted Average Exercise Price, Issued pursuant to convertible debt | $ 2.308 | |
Weighted Average Remaining Contractual Life (Years),Issued pursuant to convertible debt | 4 years 4 months 24 days |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Oct. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Gross operating loss carryforward | $ 7,031,218 |
Increase in the valuation allowance | $ 851,278 |
Total net loss carryforward | $2,025,694 |
Description of potential tax benefit | The potential tax benefit arising from the net operating loss carryforward of $1,055,538 generated prior to January 1, 2018 will expire in 2033. The potential tax benefit arising from the net operating loss carryforward of $970,156 generated from January 1, 2018 thereon can be carried forward indefinitely within the annual usage limitations. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Oct. 31, 2021 | |
Schedule Of Items Accounting For The Difference Between Income Taxes At The Effective Statutory Rate And The Provision For Income Taxes Abstract | ||
Income tax benefit at U.S. statutory rate of 21% | $ (260,749) | $ (2,688,478) |
Income tax benefit – state | (108,025) | (999,858) |
Non-deductible expenses | 223,929 | 2,837,058 |
Change in tax rate – state from 8.7% to 7.8% | 36,281 | |
Change in valuation allowance | 144,845 | 814,997 |
Total provision for income tax |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes (Parentheticals) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Oct. 31, 2021 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Income tax benefit at U.S. statutory rate | 21% | 21% |
Maximum [Member] | ||
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Change in tax rate – state | 8.70% | |
Minimum [Member] | ||
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Change in tax rate – state | 7.80% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of net deferred tax asset - USD ($) | Oct. 31, 2021 | Dec. 31, 2020 |
Schedule Of Net Deferred Tax Asset Abstract | ||
Net operating loss carryforward | $ 2,025,694 | $ 1,210,697 |
Total deferred tax asset | 2,025,694 | 1,210,697 |
Less: valuation allowance | (2,025,694) | (1,210,697) |
Net deferred tax asset |
Transition Period Comparative_3
Transition Period Comparative Data (Details) - Schedule of table presents certain consolidated financial information - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2020 | |
Schedule Of Table Presents Certain Consolidated Financial Information Abstract | |||||||
Product sales, net | $ 1,644,208 | $ 1,083,212 | |||||
Cost of sales | 1,447,901 | 678,574 | |||||
Gross profit | $ (88,159) | $ 37,703 | $ 94,306 | $ 184,432 | 196,307 | 404,638 | $ 462,570 |
Operating Expenses: | |||||||
Compensation and related expenses, includes $2,871,721 of stock-based compensation in 2021 | 3,338,022 | 506,184 | |||||
Professional and consulting expenses, includes $1,862,709 of stock-based compensation in 2021 | 371,451 | 756,886 | 3,439,253 | 1,279,609 | 2,979,610 | 403,652 | 434,450 |
Professional and consulting expenses - related party, includes $1,356,507 of stock-based compensation in 2021 | 1,366,507 | ||||||
Product development expense, includes $3,036,286 and $360,000 of stock-based expense in 2021 and 2020, respectively | 3,036,286 | 360,000 | |||||
Selling and marketing expenses | 368,344 | 96,732 | 956,413 | 307,980 | 835,723 | 161,859 | 226,428 |
General and administrative expenses | 527,818 | 153,720 | |||||
Total Operating Expenses | 1,928,878 | $ 1,073,803 | 7,743,084 | 2,127,340 | 12,083,966 | 1,585,415 | 1,766,900 |
Operating Loss from Continuing Operations | (11,887,659) | (1,180,777) | |||||
Other Expense: | |||||||
Interest expense, net | (1,245,873) | (8,783) | |||||
Change in fair value of derivative liabilities | 289,874 | ||||||
Gain on extinguishment of debt | 26,629 | ||||||
Gain on forgiveness of debt | 14,754 | ||||||
Other income | 5,000 | 5,000 | |||||
Total Other Income (Expense), net | (914,616) | (3,783) | |||||
Loss from Continuing Operations | (12,802,275) | (1,184,560) | |||||
Provision for Income Taxes | |||||||
Loss from Continuing Operations | (12,802,275) | (1,184,560) | |||||
Discontinued Operations: | |||||||
Income from Disposal of Discontinued Operations Before Provision for Income Taxes | 38,203 | $ 38,203 | |||||
Income from Discontinued Operations | 38,203 | ||||||
Net Loss | $ (12,802,275) | $ (1,146,357) | |||||
BASIC AND DILUTED LOSS PER COMMON SHARE: | |||||||
Continuing operations - basic and diluted (in Dollars per share) | $ (0.56) | $ (0.07) | $ (0.07) | ||||
Discontinued operations - basic (in Dollars per share) | 0 | 0 | |||||
Discontinued operations - diluted (in Dollars per share) | $ 0 | $ 0 | |||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |||||||
Basic (in Shares) | 23,062,353 | 17,059,912 | |||||
Diluted (in Shares) | 23,062,353 | 17,059,912 | 17,393,644 |
Transition Period Comparative_4
Transition Period Comparative Data (Details) - Schedule of table presents certain consolidated financial information (Parentheticals) - USD ($) | 10 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Schedule Of Table Presents Certain Consolidated Financial Information Abstract | ||
Compensation and related expenses | $ 2,871,721 | |
Professional and consulting expenses | 1,862,709 | |
Professional and consulting expenses - related party | 1,356,507 | |
Product development expense | $ 3,036,286 | $ 360,000 |
Transition Period Comparative_5
Transition Period Comparative Data (Details) - Schedule of cash flows from operating activities - Parent [Member] - USD ($) | 10 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Loss from continuing operations | $ (12,802,275) | $ (1,146,357) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation on property and equipment and finance ROU assets | 113,531 | 176 | |
Amortization on intangible assets | 8,837 | ||
Common stock and warrant issued for stock-based compensation | 2,871,721 | 213,841 | |
Common stock and warrants issued for services – related party | 1,356,507 | ||
Common stock and warrant issued for services | 1,862,709 | 598,268 | |
Common stock and warrant issued for product development | 69,219 | ||
Common stock issued pursuant to lock-up agreements | 36,688 | ||
Common stock issued pursuant an asset acquisition transaction (see Note 4) | 2,969,334 | ||
Gain on extinguishment of debt and accounts payable | (26,629) | ||
Gain on forgiveness of debt | (14,754) | ||
Amortization of debt discount | 1,012,554 | ||
Change in fair value of derivative liabilities | (289,874) | ||
Inventory | 4,743 | ||
Prepaid expenses and other current assets | (47,053) | (14,319) | |
Accounts payable | 129,389 | 4,725 | |
Accrued expense and other liabilities | (55,664) | 111,867 | |
Unredeemed gift cards | 29,341 | 5,462 | |
Net cash used in operating activities | (2,771,676) | (226,337) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds (payments) from acquisition of a subsidiaries | (60,000) | 4,917 | |
Purchases of property and equipment | (167,824) | (3,168) | |
Net cash (used by) provided by investing activities | (227,824) | 1,749 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from sale of common stock, net of issuance cost | 4,368,796 | 100,006 | |
Proceeds from notes payable | 164,612 | ||
Proceeds from convertible note payable, net of debt discount | 1,581,450 | ||
Proceeds from convertible note payable - related party, net of debt discount | 100,000 | ||
Proceeds from advances payable | 332,900 | 59,000 | |
Repayment of convertible notes payable | (1,195,920) | ||
Repayment of note payable - in default | (3,738) | ||
Repayments of advance payable | (312,752) | (45,347) | |
Repayment of convertible notes payable - related party | (46,931) | ||
Net cash provided by financing activities | 4,827,543 | 274,533 | |
Net Change in Cash | 1,828,043 | 49,945 | |
Cash - beginning of period | 447,354 | 7,137 | $ 7,137 |
Cash - end of period | $ 2,275,397 | $ 57,082 | $ 447,354 |