Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Apr. 26, 2021 | Jan. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | iMine Corporation | ||
Entity Central Index Key | 0001556801 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jul. 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Common Stock Shares Outstanding | 56,808,953 | ||
Entity Public Float | $ 809,384 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55233 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 27-3816969 | ||
Entity Address Address Line 1 | 8520 Allison Point Blvd Ste. 223 #87928 | ||
Entity Address City Or Town | Indianapolis | ||
Entity Address State Or Province | IN | ||
Entity Address Postal Zip Code | 46250 | ||
City Area Code | 507 | ||
Local Phone Number | 6619-8233 | ||
Security 12g Title | Common stock, par value $0.001 per share | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Current Assets | ||
Cash | $ 1,025 | $ 1,850 |
Total Current Assets | 1,025 | 1,850 |
TOTAL ASSETS | 1,025 | 1,850 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 72,576 | 59,582 |
Due to related parties | 193,316 | 164,706 |
Convertible notes payable - related party | 568,659 | 371,089 |
Liabilities from discontinued operation | 19,500 | 19,500 |
Total Current Liabilities | 854,051 | 614,877 |
TOTAL LIABILITIES | 854,051 | 614,877 |
Stockholders' Deficit | ||
Common stock: 300,000,000 authorized; $0.001 par value 79,792,286 shares issued and outstanding at July 31, 2020 and 2019 | 79,792 | 79,792 |
Additional paid in capital | 11,660,263 | 11,660,263 |
Common stock to be issued | 120,000 | 0 |
Accumulated deficit | (12,713,081) | (12,353,082) |
Total Stockholders' Deficit | (853,026) | (613,027) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,025 | $ 1,850 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2020 | Jul. 31, 2019 |
Consolidated Balance Sheets | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 79,792,286 | 79,792,286 |
Common stock, shares outstanding | 79,792,286 | 79,792,286 |
Consolidated Statements of Oper
Consolidated Statements of Operation - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Consolidated Statements of Operation | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
General and administrative | 121,935 | 1,126 |
Professional fees | 40,494 | 76,496 |
Total operating expenses | 162,429 | 77,622 |
Net loss from operations | (162,429) | (77,622) |
Other income and expense | ||
Interest and accretion on convertible notes | (197,570) | (280,151) |
Total other expense | (197,570) | (280,151) |
Loss before income taxes | (359,999) | (357,773) |
Provision for income taxes | 0 | 0 |
Net loss from continuing operations | (359,999) | (357,773) |
Loss from discontinued operations, net of tax | 0 | (659,870) |
Net Loss | $ (359,999) | $ (1,017,643) |
Basic and diluted loss per share of common stock | ||
Continuing operations | $ 0 | $ 0 |
Discontinued operations | 0 | (0.01) |
Net loss | $ 0 | $ (0.01) |
Basic weighted average number of common shares outstanding | 79,792,286 | 79,692,971 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Common stock to be issued [Member] | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jul. 31, 2018 | 78,542,286 | ||||
Balance, amount at Jul. 31, 2018 | $ 109,028 | $ 78,542 | $ 11,365,925 | $ 0 | $ (11,335,439) |
Stock-based compensation, shares | 1,250,000 | ||||
Stock-based compensation, amount | 225,000 | $ 1,250 | 223,750 | 0 | 0 |
Forgiveness of amount due to shareholder | 70,588 | 0 | 70,588 | 0 | 0 |
Net loss | (1,017,643) | $ 0 | 0 | 0 | (1,017,643) |
Balance, shares at Jul. 31, 2019 | 79,792,286 | ||||
Balance, amount at Jul. 31, 2019 | (613,027) | $ 79,792 | 11,660,263 | 0 | (12,353,082) |
Net loss | (359,999) | 0 | 0 | 0 | (359,999) |
Stock-based compensation | 120,000 | $ 0 | 0 | 120,000 | 0 |
Balance, shares at Jul. 31, 2020 | 79,792,286 | ||||
Balance, amount at Jul. 31, 2020 | $ (853,026) | $ 79,792 | $ 11,660,263 | $ 120,000 | $ (12,713,081) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (359,999) | $ (1,017,643) |
Net loss from discontinued operations | 0 | (659,870) |
Net loss from continuing operations | (359,999) | (357,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 120,000 | 0 |
Accrued interest and accretion on convertible notes | 197,570 | 255,151 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (4,350) |
Accounts payable and accrued liabilities | 12,994 | 65,871 |
Due to related parties | 28,610 | 0 |
Net cash used in operating activities - continuing operations | (825) | (41,101) |
Net cash used in operating activities - discontinued operations | 0 | (11,020) |
Net cash used in operating activities | (825) | (52,121) |
Net change in cash | (825) | (52,121) |
Cash, beginning of period | 1,850 | 53,971 |
Cash, end of period | 1,025 | 1,850 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Non-cash transactions: | ||
Contributed capital by principal shareholder and former CEO through debt forgiveness | $ 0 | $ 70,588 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Jul. 31, 2020 | |
ORGANIZATION AND BUSINESS OPERATIONS | |
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS iMine Corporation (the “Company”) is a Nevada corporation incorporated on October 26, 2010 under the name Oconn Industries. The Company’s name was changed to Oconn Industries Corp. on February 16, 2012, to Diamante Minerals, Inc. on April 1, 2014 and to iMine Corporation on March 20, 2018. The change of name to iMine Corporation was effective through the merger of the Company’s wholly owned subsidiary, iMine Corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive. During 2018, the Company was engaged in the development of the business of selling computer equipment which can be used for the mining of cryptocurrency. As a result of the decline in the price of cryptocurrency, which made the purchase of its equipment uneconomical, the Company has discontinued that business, which is reflected as a discontinued operation, and the value of the prepaid inventory, which was the only asset of the discontinued operation at July 31, 2019, was fully reserved against. The Company is not engaged in any business activities and is looking to engage in another business, either through an acquisition of an existing business or by engaging a management team to develop a new business. The Company does not have any agreement to acquire any company or to bring on a management team to commence new business activities. The Company cannot give assurance that it will be successful in attracting either an acquisition candidate or a new management team. Any business the Company may acquire may be an operating business or a business with no history of earnings that is seeking to develop its business. Because of the Company’s financial condition and the market for and market price of its common stock, the Company does not believe that it would be an attractive candidate for a profitable business that is looking to go public through a reverse acquisition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. The reclassifications had no impact on previously reported net loss nor accumulated deficit. Fiscal Period The Company’s fiscal year end is July 31. Fair Value Measurements The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: · Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. · Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 - Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. Financial instruments, including cash, prepaid inventory, accounts payable and accrued liabilities, and due to related parties, are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments. The following table presents information about the assets that are measured at fair value on a recurring basis as of July 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: Significant Quoted Other Significant Prices in Observable Unobservable July 31, Active Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level3) Assets: Cash $ 1,025 $ 1,025 $ - $ - Liabilities: Convertible notes payable - related party 568,659 - 568,659 - Significant Quoted Other Significant Prices in Observable Unobservable July 31, Active Markets Inputs Inputs 2019 (Level 1) (Level 2) (Level3) Assets: Cash $ 1,850 $ 1,850 $ - $ - Liabilities: Convertible notes payable 371,089 - 371,089 - Revenue Recognition The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has not realized any revenues from operations and is not currently engaged in any active business. Share-based expenses The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant. Income Taxes The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Beneficial Conversion Feature The issuance of the convertible debt generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in capital). The discount is amortized to interest expense over the term of the convertible debt. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Net Loss per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt and shares to be issued for services performed. As of July 31, 2020 and 2019, there were 28,000,000 and 25,000,000 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, 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. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. |
GOING CONCERN AND LIQUIDITY CON
GOING CONCERN AND LIQUIDITY CONSIDERATIONS | 12 Months Ended |
Jul. 31, 2020 | |
GOING CONCERN AND LIQUIDITY CONSIDERATIONS | |
NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS | NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended July 31, 2020, the Company incurred a net loss of $359,999. As of July 31, 2020, the Company had an accumulated deficit of $12,713,081 and has earned no revenues since inception and was not engaged in an active business. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to raise necessary funding through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended July 31, 2021. However, until the Company engages in an active business or makes an acquisition the Company is likely to not be able to raise any significant debt or equity financing. The Company does not presently have the funds to pay the convertible notes which mature at various dates in 2020. The ability of the Company to begin operations in its new business model is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. The Company cannot give any assurance as to its ability to develop or acquire a business or to operate profitably. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
DISCONTINUED OPERATION
DISCONTINUED OPERATION | 12 Months Ended |
Jul. 31, 2020 | |
DISCONTINUED OPERATION | |
NOTE 4 - DISCONTINUED OPERATION | NOTE 4 - DISCONTINUED OPERATION The change of the business qualified as a discontinued operation of the Company (Note 1). In conjunction with the discontinued operations, the Company has excluded results of discontinued operations from its consolidated statements of operations to classify that business as discontinued operations in all periods presented. The assets and liabilities of the discontinued operations were presented separately under the captions “Assets from discontinued operation” and “Liabilities from discontinued operation,” respectively, in the accompanying consolidated balance sheets at July 31, 2020 and 2019. The following table shows the results of operations which are included in the loss from discontinued operations: Year Ended July 31, 2020 2019 Revenue $ - $ - Cost of revenue Inventory valuation reserve - (404,350 ) Gross profit - (404,350 ) General and administrative - (30,520 ) Stock based compensation - (225,000 ) Operating loss - (659,870 ) Income tax provision - - Loss from discontinued operations, net of tax $ - $ (659,870 ) The following table summarizes the carrying amounts of the net assets from discontinued operations as of July 31, 2020 and 2019, respectively. July 31, July 31, 2020 2019 Assets from discontinued operations None $ - $ - Liabilities from discontinued operations Advance from customer $ 19,500 $ 19,500 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS On March 19, 2018, the Company entered into a one-year employment agreement with the former chief executive officer, who was also the sole director, pursuant to which the Company issued to him 17,500,000 shares of common stock, valued at $980,000, and agreed to pay him $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested. As of July 31, 2020 and 2019, $164,706 was reflected as an amount due to related parties. On March 19, 2018, the Company entered into a one-year consulting agreement with a consultant, who was, at the time, a 1.6% stockholder, pursuant to which the Company issued 7,500,000 shares of common stock, valued at $420,000, and agreed to pay $70,588 to the consultant to cover the federal income tax on the value of the stock and the tax payment. The shares were fully vested on issuance. In 2019, the amount of $70,588 due to the stockholder was waived and a gain on the settlement of debt of $70,588 was recorded as additional paid-in capital for the year ended July 31, 2019. On April 22, 2021 these shares were returned to the company and cancelled and the $70,588 amount due to the stockholder remained cancelled as part of this transaction. During the year ended July 31, 2020 and 2019, our shareholders paid operating expenses of $28,610 and $0 on behalf of the Company, respectively. The following table sets forth the amounts due to related parties at July 31, 2020 and 2019: July 31, July 31, 2020 2019 Due to former chief executive officer pursuant to executive employment agreement $ 164,706 $ 164,706 Due to shareholders 28,610 - $ 193,316 $ 164,706 On August 14, 2019, the Company entered into an employment agreement with our CEO and agreed to issue 3,000,000 shares for compensation. The term of agreement is 1 year. The Company recorded stock-based compensation of $120,000 during the year ended July 31, 2020. |
CONVERTIBLE NOTES RELATED PARTY
CONVERTIBLE NOTES RELATED PARTY | 12 Months Ended |
Jul. 31, 2020 | |
CONVERTIBLE NOTES RELATED PARTY | |
NOTE 6 - CONVERTIBLE NOTES - RELATED PARTY | NOTE 6 - CONVERTIBLE NOTES - RELATED PARTY At July 31, 2020 and 2019, convertible note consisted of the following: July 31, July 31, 2020 2019 Convertible promissory notes issued $ 500,000 $ 500,000 Less discount - (162,179 ) Total convertible note 500,000 337,821 Accrued interest 68,659 33,268 Liability component $ 568,659 $ 371,089 Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a non-affiliated lender, the lender made loans to the Company in the total amount of $500,000, for which the Company issued two-year 5% convertible notes. In August 2019, the lender became the Company’s sole officer and director. As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes - related party. The notes are convertible into common stock of the Company at $0.02 per share. The Company agreed to grant the lender a security interest in equipment which was purchased from the proceeds of the notes. The equipment was not delivered to the Company. The Company is in default of its obligation to grant the lender a security interest in the inventory and the Company did not obtain physical possession of the inventory. The lender was appointed as a director, chief executive officer, chief financial officer, president and secretary of the Company on August 14, 2019. The notes are currently in default. Interest of 5% is payable annually until the settlement date. During the years ended July 31, 2020 and 2019, the Company recorded interest expense of $35,391 and $25,000, respectively. No interest has been paid during the years ended July 31, 2020 and 2019. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Jul. 31, 2020 | |
COMMON STOCK | |
NOTE 7 - COMMON STOCK | NOTE 7 - COMMON STOCK Authorized Common Stock The Company has authorized 300,000,000 shares of common stock at par value of $0.001 per share. Each share of common stock entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. Issuance of Common Stock During the year ended July 31, 2019, the Company issued 1,250,000 shares, to a consultant for consulting services of $225,000. There were 79,792,286 shares of common stock issued and outstanding as of July 31, 2020 and 2019. As of July 31, 2020 and 2019, the Company had no options and warrants outstanding. Common Stock to be issued During the year ended July 31, 2020, the Company recorded 3,000,000 shares to be issued to our CEO for compensation valued at $120,000 (see Note 5). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2020 | |
INCOME TAXES | |
NOTE 8 - INCOME TAXES | NOTE 8 - INCOME TAXES The reconciliation of income tax expense at the U.S. statutory rate of 21% in 2020 and 2019, to the Company’s effective tax rate is as follows: July 31, July 31, 2020 2019 Net loss for the year $ (359,999 ) $ (1,017,643 ) Income tax benefit at statutory rate $ 75,600 $ 213,705 Change in valuation allowance (75,600 ) (213,705 ) Income tax expense per books $ - $ - The reconciliation of the effective tax rate reflected in the provision for income taxes to the U.S. federal statutory rate as of July 31, 2020 and 2019: As of July 31, 2020 2019 Statutory tax benefit (21 )% (21 )% Increase in valuation allowance 21 % 21 % Provision for income taxes - % - % The Company assesses the likelihood that deferred tax assets will not be realized. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of July 31, 2020 and 2019. Net deferred tax assets consist of the following components as of: July 31, July 31, 2020 2019 Non-operating loss carryforward $ 664,163 $ 588,563 Valuation allowance (664,163 ) (588,563 ) Net deferred tax asset $ - $ - The Company has not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would limit the amount of the U.S. NOLs that could be utilized each year based on the provisions of Section 382. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 31, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS Management has evaluated subsequent events through June 1, 2021, the date on which the financial statements are available to be issued. All subsequent events requiring recognition as of July 31, 2020 have been incorporated into these consolidated financial statements and there are no additional subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” Subsequent to July 31, 2020, 22,983,333 shares of common stock were returned to the Company and cancelled. The Company has also filed a lawsuit against the former CEO, Daniel Tsai and is attempting to serve. The Company is claiming breach of his fiduciary duty and gross misconduct. The Company is aggressively pursuing the manufacturer of the equipment to either deliver the equipment purchased or refund the purchase including interest and damages. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. |
Reclassification | Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. The reclassifications had no impact on previously reported net loss nor accumulated deficit. |
Fiscal Period | The Company’s fiscal year end is July 31. |
Fair Value Measurements | The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: · Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. · Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 - Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. Financial instruments, including cash, prepaid inventory, accounts payable and accrued liabilities, and due to related parties, are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments. The following table presents information about the assets that are measured at fair value on a recurring basis as of July 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: Significant Quoted Other Significant Prices in Observable Unobservable July 31, Active Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level3) Assets: Cash $ 1,025 $ 1,025 $ - $ - Liabilities: Convertible notes payable - related party 568,659 - 568,659 - Significant Quoted Other Significant Prices in Observable Unobservable July 31, Active Markets Inputs Inputs 2019 (Level 1) (Level 2) (Level3) Assets: Cash $ 1,850 $ 1,850 $ - $ - Liabilities: Convertible notes payable 371,089 - 371,089 - |
Revenue Recognition | The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has not realized any revenues from operations and is not currently engaged in any active business. |
Share-based expenses | The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant. |
Income Taxes | The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
Beneficial Conversion Feature | The issuance of the convertible debt generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in capital). The discount is amortized to interest expense over the term of the convertible debt. |
Concentrations of Credit Risk | The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
Net Loss per Share of Common Stock | The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt and shares to be issued for services performed. As of July 31, 2020 and 2019, there were 28,000,000 and 25,000,000 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, 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. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of assets measured at fair value on a recurring basis | Significant Quoted Other Significant Prices in Observable Unobservable July 31, Active Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level3) Assets: Cash $ 1,025 $ 1,025 $ - $ - Liabilities: Convertible notes payable - related party 568,659 - 568,659 - Significant Quoted Other Significant Prices in Observable Unobservable July 31, Active Markets Inputs Inputs 2019 (Level 1) (Level 2) (Level3) Assets: Cash $ 1,850 $ 1,850 $ - $ - Liabilities: Convertible notes payable 371,089 - 371,089 - |
DISCONTINUED OPERATION (Tables)
DISCONTINUED OPERATION (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
DISCONTINUED OPERATION | |
Schedule of discontinued operations | Year Ended July 31, 2020 2019 Revenue $ - $ - Cost of revenue Inventory valuation reserve - (404,350 ) Gross profit - (404,350 ) General and administrative - (30,520 ) Stock based compensation - (225,000 ) Operating loss - (659,870 ) Income tax provision - - Loss from discontinued operations, net of tax $ - $ (659,870 ) July 31, July 31, 2020 2019 Assets from discontinued operations None $ - $ - Liabilities from discontinued operations Advance from customer $ 19,500 $ 19,500 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
Schedule of amounts due to related parties | July 31, July 31, 2020 2019 Due to former chief executive officer pursuant to executive employment agreement $ 164,706 $ 164,706 Due to shareholders 28,610 - $ 193,316 $ 164,706 |
CONVERTIBLE NOTES RELATED PAR_2
CONVERTIBLE NOTES RELATED PARTY (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
CONVERTIBLE NOTES RELATED PARTY | |
Schedule of intrinsic value of the conversion option to convert the liability into equity of the group | July 31, July 31, 2020 2019 Convertible promissory notes issued $ 500,000 $ 500,000 Less discount - (162,179 ) Total convertible note 500,000 337,821 Accrued interest 68,659 33,268 Liability component $ 568,659 $ 371,089 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
INCOME TAXES | |
Schedule of components of income tax expense | July 31, July 31, 2020 2019 Net loss for the year $ (359,999 ) $ (1,017,643 ) Income tax benefit at statutory rate $ 75,600 $ 213,705 Change in valuation allowance (75,600 ) (213,705 ) Income tax expense per books $ - $ - |
Schedule of reconciliation of the effective income tax rate to the U.S. federal statutory rate | As of July 31, 2020 2019 Statutory tax benefit (21 )% (21 )% Increase in valuation allowance 21 % 21 % Provision for income taxes - % - % |
Schedule of net deferred tax assets | July 31, July 31, 2020 2019 Non-operating loss carryforward $ 664,163 $ 588,563 Valuation allowance (664,163 ) (588,563 ) Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Assets: | ||
Cash | $ 1,025 | $ 1,850 |
Liabilities: | ||
Convertible notes payable | 568,659 | 371,089 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash | 1,025 | 1,850 |
Liabilities: | ||
Convertible notes payable | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash | 0 | 0 |
Liabilities: | ||
Convertible notes payable | 568,659 | 371,089 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash | 0 | 0 |
Liabilities: | ||
Convertible notes payable | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - shares | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Antidilutive securities excluded from computation of earnings per share, amount | 28,000,000 | 25,000,000 |
GOING CONCERN AND LIQUIDITY C_2
GOING CONCERN AND LIQUIDITY CONSIDERATIONS (Detail Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
GOING CONCERN AND LIQUIDITY CONSIDERATIONS | ||
Net loss | $ (359,999) | $ (1,017,643) |
Accumulated deficit | $ 12,713,081 | $ 12,353,082 |
DISCONTINUED OPERATION (Details
DISCONTINUED OPERATION (Details) - Discontinued Operations [Member] - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Revenue | $ 0 | $ 0 |
Cost of revenue | ||
Inventory valuation reserve | 0 | (404,350) |
Gross profit | 0 | (404,350) |
General and administrative | 0 | (30,520) |
Stock-based compensation | 0 | (225,000) |
Operating loss | 0 | (659,870) |
Income tax provision | 0 | 0 |
Loss from discontinued operations, net of tax | $ 0 | $ (659,870) |
DISCONTINUED OPERATION (Detai_2
DISCONTINUED OPERATION (Details 1) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Discontinued Operations [Member] | ||
Liabilities from discontinued operations | ||
Advance from customer | $ 19,500 | $ 19,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Due to related parties | $ 193,316 | $ 164,706 |
This member stands for chief executive officer pursuant to employment consulting agreement. | ||
Due to related parties | 164,706 | 164,706 |
This member stands for consulting pursuant to consulting agreement. | ||
Due to related parties | $ 28,610 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | Aug. 14, 2019 | Mar. 19, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | Apr. 22, 2021 |
Shareholder paid operating expenses | $ 28,610 | $ 0 | |||
Additional paid-in capital | 70,588 | ||||
Amount due to stockholder | 70,588 | ||||
Stock-based compensation | 120,000 | $ 0 | |||
Subsequent Event [Member] | |||||
Cancelation of amount due to stockholder | $ 70,588 | ||||
Consultant [Member] | |||||
Number of shares issued | 1,250,000 | ||||
Value of shares issued | $ 225,000 | ||||
Agreement of related party obligations | $ 70,588 | ||||
Common stock shares issued | 7,500,000 | ||||
Common stock shares issued, value | $ 420,000 | ||||
Ownership percentage | 1.60% | ||||
CEO [Member] | |||||
Term of agreement | 1 year | ||||
Stock-based compensation | $ 120,000 | $ 120,000 | |||
shares issued for compensation | 3,000,000 | 3,000,000 | |||
This member represents information about Director and chief executive officer. | Represents information regarding employment agreement between the parties. | |||||
Amount due to stockholder | $ 164,706 | $ 164,706 | |||
Term of agreement | 1 year | ||||
Number of shares issued | 17,500,000 | ||||
Value of shares issued | $ 980,000 | ||||
Agreement of related party obligations | $ 164,706 |
CONVERTIBLE NOTES RELATED PAR_3
CONVERTIBLE NOTES RELATED PARTY (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
CONVERTIBLE NOTES RELATED PARTY | ||
Convertible promissory notes issued | $ 500,000 | $ 500,000 |
Less discount | 0 | (162,179) |
Total convertible note | 500,000 | 337,821 |
Accrued interest | 68,659 | 33,268 |
Liability component | $ 568,659 | $ 371,089 |
CONVERTIBLE NOTES RELATED PAR_4
CONVERTIBLE NOTES RELATED PARTY (Detail Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 20, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | |
Interest Payable | 5.00% | ||
Interest expense | $ 35,391 | $ 25,000 | |
Represents information about non-affiliated party. | Represents information about note purchase agreement. | |||
Convertible notes, amount | $ 500,000 | ||
Debt instrument, term | 2 years | ||
Percentage of convertible notes | 5.00% | ||
Conversion price | $ 0.02 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Aug. 14, 2019 | Jul. 31, 2020 | Jul. 31, 2019 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, shares issued | 79,792,286 | 79,792,286 | |
Common stock, shares outstanding | 79,792,286 | 79,792,286 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Stock-based compensation | $ 120,000 | $ 0 | |
CEO [Member] | |||
shares issued for compensation | 3,000,000 | 3,000,000 | |
Stock-based compensation | $ 120,000 | $ 120,000 | |
Consultant [Member] | |||
Number of shares issued for consulting service | 1,250,000 | ||
Value of shares issued for consulting service | $ 225,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
INCOME TAXES | ||
Net loss | $ (359,999) | $ (1,017,643) |
Income tax benefit at statutory rate | 75,600 | 213,705 |
Change in valuation allowance | (75,600) | (213,705) |
Income tax provision, net | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
INCOME TAXES | ||
Statutory tax benefit | (21.00%) | (21.00%) |
Increase in valuation allowance | 21.00% | 21.00% |
Provision for income taxes | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
INCOME TAXES | ||
Net operating losses (NOLs) carryforward | $ 664,163 | $ 588,563 |
Valuation allowance | (664,163) | (588,563) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
INCOME TAXES | ||
U.S. federal corporate income tax rate | (21.00%) | (21.00%) |
SUBSEQUENT EVENT (Detail narrat
SUBSEQUENT EVENT (Detail narrative) | 12 Months Ended |
Jul. 31, 2020shares | |
SUBSEQUENT EVENTS | |
Cancelation of common stock shares issued | 22,983,333 |