Document and Entity Information
Document and Entity Information | 3 Months Ended |
Jan. 31, 2021shares | |
Cover [Abstract] | |
Entity Registrant Name | NEW WORLD TECHNOLOGIES, INC. |
Entity Central Index Key | 0001756574 |
Document Type | 10-Q |
Document Period End Date | Jan. 31, 2021 |
Amendment Flag | false |
Current Fiscal Year End Date | --10-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 3,518,571 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2021 |
Balance Sheet
Balance Sheet - USD ($) | Jan. 31, 2021 | Oct. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 476,127 | $ 701 |
Accounts receivable | ||
Prepaid expenses | ||
Total Current Assets | 476,127 | 701 |
Fixed assets, net | ||
OTHER ASSETS | ||
Security deposits | ||
Total Other Assets | ||
Long-term Assets - Operating Lease Right of Use Asset | 592,211 | 126,249 |
TOTAL ASSETS | 1,068,338 | 126,950 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 298,448 | 247,123 |
Current portion of notes payable | ||
Liability for common stock to be issued | 500,000 | |
Liability for preferred stock to be issued | ||
Total Current Liabilities | 798,448 | 247,123 |
Long-term Liabilities - Operating Lease | 601,250 | 133,477 |
TOTAL LIABILITIES | 1,399,698 | 380,600 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, -0- shares issued and outstanding, respectively | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 3,518,571 and 3,518,571 shares issued and outstanding, respectively | 352 | 352 |
Additional paid in capital | 212,698 | 212,698 |
Accumulated Deficit | (544,410) | (466,700) |
Total Stockholders' Equity | (331,360) | (253,650) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,068,338 | $ 126,950 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Jan. 31, 2021 | Oct. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,518,571 | 3,518,571 |
Common stock, shares outstanding | 3,518,571 | 3,518,571 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
Payroll, consulting and professional fees | 56,000 | 51,900 |
Rent | 30,821 | 8,929 |
Selling, general and administrative | 5,301 | 24,354 |
Depreciation and amortization | ||
Cost of Device Units | ||
Total Operating expenses | 92,122 | 85,183 |
NET LOSS BEFORE OTHER INCOME (EXPENSE) | (92,122) | (85,183) |
OTHER INCOME (EXPENSE) | ||
Gain on Operating Lease Termination | 14,412 | |
Nonoperating Income (Expense) | 14,412 | |
LOSS BEFORE INCOME TAXES | (77,710) | (85,183) |
INCOME TAXES | ||
NET LOSS | $ (77,710) | $ (85,183) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED | 3,518,571 | 3,518,571 |
NET INCOME (LOSS) PER SHARE - BASIC & DILUTED | $ (0.02) | $ (0.02) |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (77,710) | $ (85,183) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | ||
Share-based compensation | ||
Gain on Operating Lease Termination | (14,412) | |
Reduction of right of use asset, net - Operaitng lease | 9,039 | 264 |
Change in operating assets and liabilities | ||
Prepaid expenses | ||
Accounts receivable | ||
Accounts payable and accrued expenses | 58,509 | 37,967 |
Total adjustments | 53,136 | 38,231 |
Net cash used in operating activities | (24,574) | (46,952) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Security deposits | ||
Acquisition of fixed assets | ||
Disposition of fixed assets | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of preferred and common stock for cash (including liability for shares to be issued) | 500,000 | |
Proceeds received from notes payable | ||
Repayments of notes payable | ||
Net cash provided by financing activities | 500,000 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 475,426 | (46,952) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 701 | 89,544 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 476,127 | 42,592 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Issuance of common stock for liability of stock to be issued | 12,600 | |
Issuance of preferred stock for liability of stock to be issued |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Oct. 31, 2019 | $ 352 | $ 212,698 | $ (164,633) | $ 48,417 | |
Balance, shares at Oct. 31, 2019 | 3,518,571 | ||||
Shares issued under agreements with consultants and employees | |||||
Shares issued under agreements with consultants and employees, shares | |||||
Shares issued for services rendered and liability for stock to be issued | |||||
Shares issued for services rendered and liability for stock to be issued, shares | |||||
Net loss | (85,183) | (85,183) | |||
Balance at Jan. 31, 2020 | $ 352 | 212,698 | (249,816) | (36,766) | |
Balance, shares at Jan. 31, 2020 | 3,518,571 | ||||
Balance at Oct. 31, 2020 | $ 352 | 212,698 | (466,700) | (253,650) | |
Balance, shares at Oct. 31, 2020 | 3,518,571 | ||||
Shares issued under agreements with consultants and employees | |||||
Shares issued under agreements with consultants and employees, shares | |||||
Shares issued for services rendered and liability for stock to be issued | |||||
Shares issued for services rendered and liability for stock to be issued, shares | |||||
Net loss | (77,710) | (77,710) | |||
Balance at Jan. 31, 2021 | $ 352 | $ 212,698 | $ (544,410) | $ (331,360) | |
Balance, shares at Jan. 31, 2021 | 3,518,571 |
Basis of Presentation and Busin
Basis of Presentation and Business Description | 3 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Business Description | 1. NOTE 1 – BASIS OF PRESENTATION AND BUSINESS DESCRIPTION The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of January 31, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended January 31, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2020 filed with the SEC on May 20, 2021. New World Technologies, Inc. (the “Company”), was formed in the State of Delaware on October 16, 2018. New World Technologies, Inc. is a healthcare and medical technology and device research, development and distribution company with a focus on developing and further providing innovative, cutting edge, technologically advanced products. Such technologies will be developed with an emphasis on diagnostics and screening technology, which potentially allows for the prevention or early detection and mitigation of potentially life-threatening illnesses. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). Circumstances surrounding “checks awaiting deposit” Checks awaiting deposit are checks that are outstanding for a longer than normal period of time and are infrequent and even rare during the normal course of business. Checks awaiting deposits as reported on the balance sheet ending October 31, 2018 were solely due to one single check received by the Company. The check was dated October 29 th Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718-10 “Share Based Payments”. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate. Liability For Stock To Be Issued The Company from time to time enters into agreements for the issuance of common and preferred stock for cash and services. When the shares have not been issued, the Company records the amounts as liability for stock to be issued. For cash transactions the Company records the liability for the amount of cash received and for services the Company records the transaction in accordance with ASC 845 Nonmonetary transactions whereby the services are valued based on the fair value of the services or the equity instruments to be issued, whichever is more clearly evident, as of the measurement date. Recently Issued Accounting Standards The Financial Accounting Standards Board and the Securities Exchange commission have issued certain accounting standards updates and regulations that will become effective in subsequent periods. Except for the changes discussed below, management does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect in 2020 and 2019, and it does not believe that any of those pronouncements will have a significant impact on the Company’s financial statements at the time they become effective. Adoption of ASC 842 On November 1, 2018 (fiscal 2019), we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases We adopted ASC 842 using a modified retrospective approach for all leases existing at November 1, 2018. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. Accordingly, upon adoption, leases that would be classified as operating leases under ASC 840 were classified as operating leases under ASC 842. During January 2021, we terminated our current lease for office space and as a result, relinquished the space and derecognized a right of use asset of $126,249, a lease liability of $133,477 and deferred rent of $7,184, resulting in a $14,412 operating lease termination gain under that lease, and we recorded $614,581 as operating lease right-of-use assets and the related lease liability under a new operating lease for new office space. The lease liability is based on the present value of the remaining minimum lease payments, discounted using the Small Business Administration (“SBA”) 7(a) loan incremental borrowing rate of 2.25% + Prime (3.25%) = 5.5% at May 2020, using the original lease term as the tenor. The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases and sub leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. The Company is currently not party to any short-term or sub leases. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract. We lease all our office space in conducting our business. We adopted ASC 842 effective November 1, 2018 (fiscal 2019). For contracts entered into on or after the effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. There were no lease obligations prior to November 1, 2018. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Our current operating lease is an office space lease, and the Company is currently not party to any finance leases. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, an incremental borrowing rate for the same term as the underlying lease. For our operating lease, we used an incremental borrowing rate of 5.5% (see above). For any future finance leases, we would use the rate implicit in the lease or an incremental borrowing rate if the implicit lease rate cannot be determined. Lease payments included in the measurement of the lease liability comprise the following: the fixed non-cancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease expense for our operating lease consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases would consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. The Company is currently not party to any finance leases. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The Company is currently not party to any short-term leases. Changes in Stockholder’s Equity In 2018, the US Securities and Exchange Commission (“SEC”) adopted a new release, “Disclosure Update and Simplification” which includes a new requirement that companies must present a reconciliation of changes in stockholders’ equity as a separate statement or footnote in interim financial statements. The SEC made this change by incorporating the requirements of Rule 3-04 of Regulation S-X in the SEC’s interim financial reporting rules. The Company reports its Statement in Changes in Stockholder’s Deficit with the Company’s financial statement reports provided within its interim reporting. These changes will be effective November 1, 2018 (fiscal 2019). |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 3 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Preferred Stock | 2. NOTE 2 – COMMON STOCK and PREFERRED STOCK In October 2018, the Company filed a Certificate of Incorporation and organized under the Delaware General Corporation Law. Under this certificate, the Company has 100,000,000 common shares, par value $.0001 per share authorized and 20,000,000 preferred shares, par value $.0001 per share authorized. Common Stock During October 2018, the Company issued 2,000,000 shares of common stock to an executive officer as a result of an employment agreement. During October 2018, the Company raised $200,000 and issued 1,428,571 shares of common stock to a related party as a result of a stock purchase agreement. (See Note 6). During October 2018, the Company entered into various agreements with key executives of the Company, and as a result, 90,000 common shares in the aggregate are to be issued and were valued in the aggregate at $12,600 and recorded as a liability for stock to be issued. During December 2018 these common shares were issued in accordance with their respective agreements. During January 2021, the Company raised $500,000 under a stock purchase agreement with a related party. As a result, 100,000 shares of common stock are to be issued, valued at $500,000 and recorded as a liability for common stock to be issued. (See Note 6). |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. NOTE 3 – INCOME TAXES The Company files U.S. federal and state of New York tax returns that are subject to audit by tax authorities beginning with the calendar year ended December 31, 2018. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. |
Commitments
Commitments | 3 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 4. NOTE 4 – COMMITMENTS Lease Agreement Our current operating lease right-of-use asset and operating lease liability represent our lease for office space used to conduct our business. As of January 31, 2021, the Company is not party to any finance leases. The lease has a remaining lease term of 7 years. The components of lease expense for the three months ended January 31, 2021 and 2020 were as follows: January 31, January 31, 2021 2020 Operating lease cost (cost resulting from lease payments) $ 18,133 $ 6,731 Operating lease expense 30,821 8,929 The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the Small Business Administration (“SBA”) 7(a) loan incremental borrowing rates. The Company’s discount rate and lease term remaining on its lease liability is approximately 5.50% and 7 years, respectively. The Company had net operating cash flows from the operating lease of $9,039 and $264 related to the lease for the three months ended January 31, 2021 and 2020, respectively. As of January 31, 2021 and 2020, the Company’s right-of-use assets are $592,211 and $144,237, respectively, which are reported in other long-term assets in the Company’s balance sheets. As of January 31, 2021 and 2020, the Company has outstanding lease obligations of $601,250 and $150,673 respectively, which are reported in long-term obligations in the Company’s balance sheets. The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases and sub leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract. Maturities of aggregate operating lease liabilities as of January 31, 2021 were as follows: 2021 $ 106,000 2022 106,000 2023 106,000 2024 106,000 2025 106,000 Thereafter $ 221,000 Total minimum lease payments $ 751,000 Imputed interest $ (152,000 ) Total $ 599,000 The Company previously entered into a 6-year lease agreement in Hauppauge, New York for executive offices of the Company. The Company will account for this lease as an operating lease under ASC 842. The lease commences November 15, 2018 and expires February 28, 2025. The lease requires an annual payment of approximately $34,659 for the first year, with rent commencing February 15, 2019 with increases 3% per year subsequent thereto plus any increases in real estate taxes over the base year, as defined. Subsequently the Company further entered into a Commencement Date Agreement with the landlord amending the lease commencement date to December 21, 2018. During January 2021, the Company terminated its current lease for office space and as a result, relinquished the space and derecognized a right of use asset of $126,249, a lease liability of $133,477 and deferred rent of $7,184, resulting in a $14,412 operating lease termination gain. The Company entered into a 7-year lease agreement with its current landlord for new, larger office space within the same business complex the Company is currently located at in Hauppauge, NY. The new space will be approximately 4,250 square feet and will now serve as the location for the Company’s new Corporate Headquarters, including office space, product demonstration space and meeting rooms used to conduct business and help advance operations. The Company will account for this lease as an operating lease under ASC 842. The original lease commenced June 2020 (subject to adjustment) and expired August 2027 (subject to adjustment). The lease requires an annual payment of approximately $93,500 for the first year, with rent payments originally commencing September 2020 (subject to adjustment) with stated rent increases per year subsequent thereto plus any increases in real estate taxes over the base year, as defined. Subsequently the Company further entered into a Commencement Date Agreement with the landlord January 2021, amending the actual lease commencement date to September 2020 with rent payments commencing December 2020. The Company is not required to pay a security deposit. $30,821 and $8,929 in rental expense has been charged to operations for the three months ended January 31, 2021 and 2020, respectively. Rental expense is accounted for on the straight-line method. Any excess of recognized rent expense over scheduled lease payments is included in accounts payable and accrued expenses. Employment Agreements In October 2018 the Company entered into an employment agreement with a key management individual. In accordance with the respective terms of the agreement, the Company is to issue equity compensation to this individual. As a result, 2,000,000 shares of common stock were issued. In October 2018 the Company entered into various employment agreements with key management individuals. In accordance with the respective terms of these agreements, the Company is to issue equity compensation to those individuals. As a result, 60,000 shares of common stock in the aggregate are to be issued, were valued at $8,400 and recorded as a liability for stock to be issued. During December 2018 these common shares were issued in accordance with their respective agreements. In October 2018 the Company entered into a Board of Director membership agreement with a key management individual. In accordance with the respective terms of this agreement, the Company is to issue equity compensation to this individual. As a result, 30,000 shares of common stock are to be issued, were valued at $4,200 and recorded as a liability for stock to be issued. During December 2018 these common shares were issued in accordance with the agreement. Stock Purchase Agreements During October 2018, the Company entered into a stock purchase agreement with a related party for the sale of shares of the Company’s common stock. As a result, 1,428,571 shares of common stock were issued. (See Note 7). During January 2021, the Company entered into a stock purchase agreement with a related party for the sale of shares of the Company’s common stock. As a result, 100,000 shares of common stock are to be issued and recorded as a liability for common stock to be issued. (See Note 7). |
Credit Risk and Other Concentra
Credit Risk and Other Concentrations | 3 Months Ended |
Jan. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Credit Risk and Other Concentrations | 5. NOTE 5 – CREDIT RISK AND OTHER CONCENTRATIONS Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables. The Company places its cash with high credit quality financial institutions. At times, such cash and cash equivalents may exceed the FDIC insured limit of $250,000. There are no accounts receivable concentrations and no revenue concentrations at January 31, 2021 and 2020. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 3 Months Ended |
Jan. 31, 2021 | |
Liquidity And Capital Resources | |
Liquidity and Capital Resources | 6. NOTE 6 – LIQUIDITY AND CAPITAL RESOURCES The Company has recently incorporated and has not yet commenced operations. As the Company is currently jumpstarting its medical technology and device research, development and distribution business, there will be concerted, focused efforts on raising capital. During October 2018, we were successful in raising net proceeds of $200,000 through a private placement in order to fund the development and growth of our operations. (See Note 7). During October 2019, we were successful in getting the registration of our common securities declared effective by the SEC in order to enhance and expand our capital raising efforts. During January 2021, we were successful in raising proceeds of $500,000 through a private placement to fund the continuing development and growth of our operations. (See Note 7). Our ability to continue as a going concern is dependent on our obtaining additional adequate capital to fund additional operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. NOTE 7 – RELATED PARTY TRANSACTIONS During October 2018, the Company entered into a stock purchase agreement and sold 1,428,571 shares of common stock valued at $200,000 to a company in which the Chief Executive Officer participates in. (See Notes 2 and 4). During January 2021, the Company entered into a stock purchase agreement and sold 100,000 shares of common stock valued at $500,000 to a company in which the Chief Executive Officer participates in. (See Notes 2 and 4). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. NOTE 8 – SUBSEQUENT EVENTS Marketing Services Agreement The Company’s management continues to negotiate with a professional marketing firm to establish a global marketing strategy that includes e-marketing, awareness, branding and digital media. The Company anticipates that the negotiated consulting arrangement will take place by the end of fiscal third quarter 2021 and will help advance our business significantly. No commitments as to terms nor commencement have been made. RELATED PARTY TRANSACTION Related Party Transaction / Acquisition The Company’s management continues to negotiate an asset purchase and sale transaction to acquire right, title and interest in certain business assets from a company that owns common shares in the Company and in which the Chief Executive Officer participates in. The Company is anticipating acquiring a medical technology, which also includes the assignment of any related FDA submittals, licenses, blueprints, test machines, schematics, or permits, as the case may be, and a predetermined amount of cash. The Company also anticipates the assignment and assumption of certain obligations and liabilities from that company as a result of the contemplated transaction. |
Basis of Presentation and Bus_2
Basis of Presentation and Business Description (Policies) | 3 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). |
Circumstances Surrounding "Checks Awaiting Deposit" | Circumstances surrounding “checks awaiting deposit” Checks awaiting deposit are checks that are outstanding for a longer than normal period of time and are infrequent and even rare during the normal course of business. Checks awaiting deposits as reported on the balance sheet ending October 31, 2018 were solely due to one single check received by the Company. The check was dated October 29 th |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718-10 “Share Based Payments”. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate. |
Liability for Stock to be Issued | Liability For Stock To Be Issued The Company from time to time enters into agreements for the issuance of common and preferred stock for cash and services. When the shares have not been issued, the Company records the amounts as liability for stock to be issued. For cash transactions the Company records the liability for the amount of cash received and for services the Company records the transaction in accordance with ASC 845 Nonmonetary transactions whereby the services are valued based on the fair value of the services or the equity instruments to be issued, whichever is more clearly evident, as of the measurement date. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Financial Accounting Standards Board and the Securities Exchange commission have issued certain accounting standards updates and regulations that will become effective in subsequent periods. Except for the changes discussed below, management does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect in 2020 and 2019, and it does not believe that any of those pronouncements will have a significant impact on the Company’s financial statements at the time they become effective. Adoption of ASC 842 On November 1, 2018 (fiscal 2019), we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases We adopted ASC 842 using a modified retrospective approach for all leases existing at November 1, 2018. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. Accordingly, upon adoption, leases that would be classified as operating leases under ASC 840 were classified as operating leases under ASC 842. During January 2021, we terminated our current lease for office space and as a result, relinquished the space and derecognized a right of use asset of $126,249, a lease liability of $133,477 and deferred rent of $7,184, resulting in a $14,412 operating lease termination gain under that lease, and we recorded $614,581 as operating lease right-of-use assets and the related lease liability under a new operating lease for new office space. The lease liability is based on the present value of the remaining minimum lease payments, discounted using the Small Business Administration (“SBA”) 7(a) loan incremental borrowing rate of 2.25% + Prime (3.25%) = 5.5% at May 2020, using the original lease term as the tenor. The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases and sub leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. The Company is currently not party to any short-term or sub leases. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract. We lease all our office space in conducting our business. We adopted ASC 842 effective November 1, 2018 (fiscal 2019). For contracts entered into on or after the effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. There were no lease obligations prior to November 1, 2018. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Our current operating lease is an office space lease, and the Company is currently not party to any finance leases. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, an incremental borrowing rate for the same term as the underlying lease. For our operating lease, we used an incremental borrowing rate of 5.5% (see above). For any future finance leases, we would use the rate implicit in the lease or an incremental borrowing rate if the implicit lease rate cannot be determined. Lease payments included in the measurement of the lease liability comprise the following: the fixed non-cancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease expense for our operating lease consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases would consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. The Company is currently not party to any finance leases. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The Company is currently not party to any short-term leases. |
Changes in Stockholder's Equity | Changes in Stockholder’s Equity In 2018, the US Securities and Exchange Commission (“SEC”) adopted a new release, “Disclosure Update and Simplification” which includes a new requirement that companies must present a reconciliation of changes in stockholders’ equity as a separate statement or footnote in interim financial statements. The SEC made this change by incorporating the requirements of Rule 3-04 of Regulation S-X in the SEC’s interim financial reporting rules. The Company reports its Statement in Changes in Stockholder’s Deficit with the Company’s financial statement reports provided within its interim reporting. These changes will be effective November 1, 2018 (fiscal 2019). |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three months ended January 31, 2021 and 2020 were as follows: January 31, January 31, 2021 2020 Operating lease cost (cost resulting from lease payments) $ 18,133 $ 6,731 Operating lease expense 30,821 8,929 |
Schedule of Maturities of Aggregate Operating Lease Liabilities | Maturities of aggregate operating lease liabilities as of January 31, 2021 were as follows: 2021 $ 106,000 2022 106,000 2023 106,000 2024 106,000 2025 106,000 Thereafter $ 221,000 Total minimum lease payments $ 751,000 Imputed interest $ (152,000 ) Total $ 599,000 |
Basis of Presentation and Bus_3
Basis of Presentation and Business Description (Details Narrative) - USD ($) | Jan. 01, 2021 | Nov. 02, 2018 | Jan. 31, 2021 | Jan. 31, 2020 | Oct. 31, 2020 |
Operating lease, right-of-use assets | $ 592,211 | $ 144,237 | $ 126,249 | ||
Operating lease liability | 599,000 | ||||
Deferred rent | 7,184 | ||||
Gain on operating lease termination | $ 14,412 | ||||
ASC 842 [Member] | |||||
Operating lease, right-of-use assets | $ 126,249 | $ 614,581 | |||
Operating lease liability | 133,477 | $ 168,329 | |||
Deferred rent | 7,184 | ||||
Gain on operating lease termination | $ 14,412 | ||||
Lease liability, description | The lease liability is based on the present value of the remaining minimum lease payments, discounted using the Small Business Administration ("SBA") 7(a) loan incremental borrowing rate of 2.25% + Prime (3.25%) = 5.5% at May 2020, using the original lease term as the tenor. | ||||
Lease liability discount rate | 5.50% | ||||
ASC 842 [Member] | Base Rate [Member] | |||||
Lease liability discount rate | 2.25% | ||||
ASC 842 [Member] | Prime Rate [Member] | |||||
Lease liability discount rate | 3.25% |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2018 | Jan. 31, 2021 | Oct. 31, 2020 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Proceeds from issuance of common stock | $ 500,000 | ||
Common stock, shares, issued | 3,518,571 | 3,518,571 | |
Key Executives [Member] | |||
Issuance of common stock | 90,000 | ||
Issuance of common stock, value | $ 12,600 | ||
Employment Agreement [Member] | |||
Issuance of common stock | 2,000,000 | ||
Stock Purchase Agreement [Member] | |||
Issuance of common stock | 1,428,571 | ||
Issuance of common stock, value | $ 200,000 | ||
Proceeds from issuance of common stock | $ 500,000 | ||
Common stock, shares, issued | 100,000 | ||
Value of common stock to be issued | $ 500,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2018USD ($)shares | Jan. 31, 2021USD ($)ft²shares | Jan. 31, 2020USD ($) | Oct. 31, 2020USD ($)shares | |
Operating lease, right-of-use assets | $ 592,211 | $ 144,237 | $ 126,249 | |
Operating lease liability | 601,250 | 150,673 | 133,477 | |
Deferred rent | 7,184 | |||
Gain on operating lease termination | 14,412 | |||
Lease payment | 93,500 | |||
Security deposit | ||||
Rental expense | $ 30,821 | 8,929 | ||
Common stock, shares, issued | shares | 3,518,571 | 3,518,571 | ||
Employment Agreement [Member] | ||||
Issuance of common stock | shares | 2,000,000 | |||
Employment Agreements [Member] | ||||
Issuance of common stock for equity compensation | shares | 60,000 | |||
Issuance of common stock for equity compensation, value | $ 8,400 | |||
Board of Director Membership Agreement [Member] | Board of Director [Member] | ||||
Issuance of common stock for equity compensation | shares | 30,000 | |||
Issuance of common stock for equity compensation, value | $ 4,200 | |||
Stock Purchase Agreement [Member] | ||||
Issuance of common stock | shares | 1,428,571 | |||
Common stock, shares, issued | shares | 100,000 | |||
Lease Agreement [Member] | ||||
Lease term remaining on lease liability | 7 years | |||
Discount rate | 5.50% | |||
Lease term | 7 years | |||
Operating cash flows from operating leases | $ 9,039 | $ 264 | ||
Operating lease liability | $ 133,477 | |||
Lease expiration | Feb. 28, 2025 | |||
Annual rental payments | $ 34,659 | |||
Percentage of real estate taxes increase from base rent | 3.00% | |||
Derecognized a right of use asset | $ 126,249 | |||
Area of Land | ft² | 4,250 |
Commitments - Schedule of Compo
Commitments - Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost (cost resulting from lease payments) | $ 18,133 | $ 6,731 |
Operating lease expense | $ 30,821 | $ 8,929 |
Commitments - Schedule of Matur
Commitments - Schedule of Maturities of Aggregate Operating Lease Liabilities (Details) | Jan. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 106,000 |
2022 | 106,000 |
2023 | 106,000 |
2024 | 106,000 |
2025 | 106,000 |
Thereafter | 221,000 |
Total minimum lease payments | 751,000 |
Imputed interest | (152,000) |
Total | $ 599,000 |
Credit Risk and Other Concent_2
Credit Risk and Other Concentrations (Details Narrative) | Jan. 31, 2021USD ($) |
Maximum [Member] | |
FDIC insured amount | $ 250,000 |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Oct. 31, 2018 | |
Liquidity And Capital Resources | ||
Proceeds from private placement | $ 200,000 | |
Proceeds from issuance of common stock | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Stock Purchase Agreement [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jan. 31, 2021 | Oct. 31, 2018 | |
Issuance of common stock | 1,428,571 | ||
Issuance of common stock, value | $ 200,000 | ||
Chief Executive Officer [Member] | |||
Issuance of common stock | 100,000 | 1,428,571 | |
Issuance of common stock, value | $ 500,000 | $ 200,000 |