Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2021 | Dec. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-24520 | |
Entity Registrant Name | W Technologies, Inc. | |
Entity Central Index Key | 0000924396 | |
Entity Tax Identification Number | 04-3021770 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 625 N. Flagler Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | (561) | |
Local Phone Number | 514-0936 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 259,376,620 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Current assets: | ||
Cash | $ 23,085 | $ 53,178 |
Total current assets | 23,085 | 53,178 |
Property and equipment, net | 8,653 | 9,445 |
Other assets | ||
Investment - related party | 15,000 | 15,000 |
Total Assets | 46,738 | 77,623 |
Liabilities and Stockholders’ Deficit | ||
Accounts payable | 17,428 | 17,428 |
Accrued expenses – related party | 59,403 | 54,525 |
Notes payable - related party | 162,167 | 162,167 |
Total current liabilities | 238,998 | 234,120 |
Total Liabilities | 238,998 | 234,120 |
Stockholders’ Deficit | ||
Preferred Stock, $0.0001 par value: 50,000,000 shares authorized; none issued and outstanding as of October 31, 2021 and July 31, 2021, respectively | ||
Common Stock, $0.0001 par value: 10,000,000,000 shares authorized; 259,376,620 issued and outstanding as of October 31, 2021 and July 31, 2021, respectively | 25,937 | 25,937 |
Additional paid-in capital | 2,497,929 | (30,993) |
Accumulated deficit | (2,716,126) | (151,441) |
Total stockholders’ deficit | (192,260) | (156,497) |
Total Liabilities and Stockholders’ Deficit | $ 46,738 | $ 77,623 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Oct. 31, 2021 | Jul. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 259,376,620 | 259,376,620 |
Common stock, shares outstanding | 259,376,620 | 259,376,620 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
General and administrative expenses | 2,559,808 | 45 |
Total operating expenses | 2,559,808 | 45 |
Other income and expenses | ||
Interest income – related party | 651 | |
Interest expense – related party | (4,877) | (4,228) |
Total other income and expenses | (4,877) | (3,577) |
Net Loss | $ (2,564,685) | $ (3,622) |
Weighted average number of common shares outstanding-basic and diluted | 259,376,620 | 233,474,958 |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2020 | $ 23,347 | $ (12,097) | $ (129,361) | $ (118,111) |
Beginning balance, shares at Jul. 31, 2020 | 233,474,958 | |||
Net loss | (3,622) | (3,622) | ||
Ending balance, value at Oct. 31, 2020 | $ 23,347 | (12,097) | (132,983) | (121,733) |
Ending balance, shares at Oct. 31, 2020 | 233,474,958 | |||
Beginning balance, value at Jul. 31, 2021 | $ 25,937 | (30,993) | (151,441) | (156,497) |
Beginning balance, shares at Jul. 31, 2021 | 259,376,620 | |||
Stock-based compensation | 2,528,922 | 2,528,922 | ||
Net loss | (2,564,685) | (2,564,685) | ||
Ending balance, value at Oct. 31, 2021 | $ 25,937 | $ 2,497,929 | $ (2,716,126) | $ (192,260) |
Ending balance, shares at Oct. 31, 2021 | 259,376,620 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,564,685) | $ (3,622) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization | 792 | |
Stock-based compensation | 2,528,923 | |
Change in operating assets and liabilities: | ||
Interest receivable from related party | (651) | |
Accrued expenses – related party | 4,877 | 4,228 |
Net cash used in operating activities | (30,093) | (45) |
Cash Flow from Investing Activities | ||
Issuance of notes receivable from related party, net of repayments | (815) | |
Purchase of property and equipment | ||
Net cash provided by investing activities | (815) | |
Net Cash Provided by Financing Activities | ||
Net change in cash | (30,093) | (860) |
Cash at beginning of the year | 53,178 | 1,338 |
Cash at end of the year | 23,085 | 478 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Business Organization and Nature of Operations | Note 1 Business Organization and Nature of Operations KryptoBank Co. (“KryptoBank”) was incorporated on December 27, 2017 under the laws of the State of Delaware. KryptoBank is a firm currently in the process of enabling users to transact worldwide with any cryptocurrency, fiat currency, stock, or commodity. On July 29, 2021, W Technologies, Inc. (the “Company”) entered into a share exchange agreement with KryptoBank and its stockholders, pursuant to which the Company issued common stock representing 90% 233,474,958 100% 16,306 |
Going Concern
Going Concern | 3 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses since inception and used $ 30,093 (2,716,126) 192,011 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Basis of presentation The Company’s unaudited consolidated financial statements and related disclosures for the three months ended October 31, 2021 and October 31, 2020, have been prepared using the accounting principles generally accepted in the United States (“GAAP”). Principles of Consolidation The accompanying unaudited financial statements reflect the consolidation of the individual financial statements of W Technologies, Inc. and KryptoBank. All significant intercompany accounts and transactions have been eliminated. Cash and Cash E uivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At October 31, 2021 and July 31, 2021, the Company did no Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to valuation and useful life of intangible assets and deferred tax assets. Actual results could materially differ from those estimates. W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 Revenue Reco nition The Company accounts for its revenues under Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606, that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of ASC Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s financial statements as of October 31, 2021, and 2020. The Company’s 2017, 2018, 2019 and 2020 tax returns are filed as part of consolidated tax returns of Balance Labs, Inc., a majority shareholder (“Balance Labs”), which remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. Investments When the fair value of an investment is indeterminable, the Company accounts for its investments that are under 20% of the total equity outstanding using the cost method. For investments in which the Company holds between 20-50% equity and is non-controlling are accounted for using the equity method. For any investments in which the Company holds over 50% of the outstanding stock, the Company consolidates those entities into their financial statements herein. 15,000 150,000 0.10 15,000 Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. Net Loss Per Common Share Basic and diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and common share equivalents outstanding during the periods. As of October 31, 2021, and October 31, 2020, there were no W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with GAAP. For certain of the Company’s financial instruments, including cash, accounts payable, and the short-term debt, the carrying amounts approximate fair value due to their short maturities. The Company adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Advertisin Marketin and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended October 31, 2021 and October 31, 2020 marketing and promotion expense was $ 0 0 Proper y and equipment Property and equipment consist of a website the Company developed in order to market its services. Property and equipment as of October 31, 2021 and July 31, 2021 consisted of the following: Schedule of Property, Plant and Equipment October 31, 2021 July 31, 2021 Website $ 10,836 $ 10,836 Less Accumulated Amortization $ (2,183 ) (1,391 ) Property and Equipment, net $ 8,653 $ 9,445 There were no 792 45 Recent y Issued Accountin Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 4 Stockholders’ Equity Common Stock The Company has 10,000,000,000 0.0001 Each common share entitles the holder to one vote on any matter on which action of the Company’s stockholders is sought. Preferred Stock The Company has 50,000,000 0.0001 no On July 30, 2021, the Company granted 1.5% 3,890,649 1.30 2,528,923 On November 17, 2021, one of the officers of the Company resigned his position and agreed to forfeit 0.5% of the shares granted. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 Related Party Transactions The Company, as part of its initial funding, borrowed a total of $ 100,000 12% 112,167 112,167 43,097 38,220 In 2018, the Company loaned $ 15,000 15,000 150,000 0.10 15,000 During fiscal year 2021, a shareholder of the Company advanced a total of $ 16,306 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 Commitments and Contingencies Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. COVID-19 The coronavirus pandemic may adversely impact the Company’s operations and demand for its products and services and its ability to find new clients. This is due in part to restrictions such as: social distancing requirements; stay at home orders and the shutdown of non-essential businesses and the impact these restrictions have on small businesses and their ability to generate revenues which effects their ability to afford the Company’s services. |
Notes Payable _ Related Party
Notes Payable – Related Party | 3 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable – Related Party | Note 7 Notes Payable – Related Party The Company, as part of its initial funding, borrowed a total of $ 100,000 12 112,167 112,167 W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 On June 29, 2021, the Company issued an unsecured promissory note in the amount of $ 25,000 12% June 28, 2022 200,000 On July 9, 2021, the Company issued an unsecured promissory note in the amount of $ 25,000 12% June 28, 2022 200,000 The Company recorded interest expense on the related party notes of $ 4,877 4,228 |
Income Taxes
Income Taxes | 3 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 Income Taxes On December 22, 2017, then-President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reformed the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 The Company files its tax returns as part of Balance Labs’ consolidated tax returns. The Company has the following net deferred tax asset: Schedule of Deferred Tax Assets and Liabilities As of October 31, 2021 As of July 31, 2021 Net operating loss carryforward 2,501,980 31,166 Valuation allowance (2,501,980 ) (31,166 ) Net deferred tax assets $ - $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation For the Three Months Ended October 31, 2021 For the Three Months Ended October 31, 2020 Expected federal statutory rate (21 )% (21 )% State Effect on tax rate, net of federal benefit (4.35 )% (4.35 )% Change in valuation allowance 25.35 % 25.35 % Income tax provision (benefit) - - W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 As of October 31, 2021, the Company had $ 2,501,980 2,540,046 3,622 The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events On November 18, 2021, the Company entered into a Redemption Agreement (the “Redemption Agreement”), dated as of November 18, 2021, by and among the Company and the following stockholders of the Company: Balance Labs, Lyons Capital, Jessica Beren, 2018 Investor Trust, Aros, LLC, Rachel Jacobs and Avon Road Associates, LLC (collectively, the “Redeeming Stockholders”). Pursuant to the terms of the Redemption Agreement, the Redeeming Stockholders agreed to sell, and the Company agreed to purchase, an aggregate of 163,432,468 shares of the Company’s common stock (the “Redeemed Shares”), representing 70.0% of the shares of common stock held by the Redeeming Stockholders, at a purchase price of $ 0.000001 per share (the “Redemption”). The Redemption closed on November 18, 2021. As a result of the Redemption, the Redeemed Shares were cancelled and returned to the status of authorized and unissued shares of common stock. Also on November 18, 2021, following the Redemption: (i) Pursuant to a subscription agreement dated November 18, 2021 (the “MACA Subscription Agreement”), Mid Atlantic Capital Associates, Inc. (“MACA”) purchased 17,321,268 1,732 0.0001 (ii) Pursuant to a subscription agreement dated November 18, 2021 (the “Leone Subscription Agreement”), Leone Group, LLC (“Leone”) purchased 81,716,234 8,172 0.0001 (iii) Pursuant to a subscription agreement dated November 18, 2021 (the “ACV Subscription Agreement”), American Capital Ventures, Inc. (“ACV”) purchased 81,716,234 8,172 0.0001 As a result of the Redemption and the Share Purchases: (i) Balance Labs’ percentage ownership of the Company’s outstanding common stock decreased from 46.1% 13.0% (ii) Lyons Capital’s percentage ownership of the Company’s outstanding common stock decreased from 22.0% 6.2% (iii) MACA’s percentage ownership of the Company’s outstanding common stock increased from 3.0% 9.0% (iv) Leone’s percentage ownership of the Company’s outstanding common stock increased from 2.7% 32.1% (v) ACV’s percentage ownership of the Company’s outstanding common stock increased from 2.7% 32.1% In addition, on November 18, 2021, the Company’s Board of Directors (the “Board”) increased the size of the Board from two members to four members and named Laura Anthony and Howard Gostfrand as directors to fill the newly created vacancies, to serve in such positions until their earlier respective death, resignation or removal from office. Ms. Anthony was also appointed Chairman of the Board. Ms. Anthony is the sole owner of Leone. Mr. Gostfrand is the sole owner of ACV. At the same time, the Board also appointed (i) Mr. Gostfrand to serve as the Company’s Chief Executive Officer and Principal Financial Officer; and (ii) Ms. Anthony to serve as the Company’s President, Chairperson and Secretary. Immediately thereafter, Aleksandr Rubin and Meir Wexler resigned as members of the Board and Mr. Rubin resigned from all officer positions with the Company. The Redemption, the Share Purchases and the officer and director changes discussed above resulted in a change in control of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s unaudited consolidated financial statements and related disclosures for the three months ended October 31, 2021 and October 31, 2020, have been prepared using the accounting principles generally accepted in the United States (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited financial statements reflect the consolidation of the individual financial statements of W Technologies, Inc. and KryptoBank. All significant intercompany accounts and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash E uivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At October 31, 2021 and July 31, 2021, the Company did no |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to valuation and useful life of intangible assets and deferred tax assets. Actual results could materially differ from those estimates. W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 |
Revenue Recognition | Revenue Reco nition The Company accounts for its revenues under Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606, that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of ASC Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s financial statements as of October 31, 2021, and 2020. The Company’s 2017, 2018, 2019 and 2020 tax returns are filed as part of consolidated tax returns of Balance Labs, Inc., a majority shareholder (“Balance Labs”), which remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. |
Investments | Investments When the fair value of an investment is indeterminable, the Company accounts for its investments that are under 20% of the total equity outstanding using the cost method. For investments in which the Company holds between 20-50% equity and is non-controlling are accounted for using the equity method. For any investments in which the Company holds over 50% of the outstanding stock, the Company consolidates those entities into their financial statements herein. 15,000 150,000 0.10 15,000 Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and common share equivalents outstanding during the periods. As of October 31, 2021, and October 31, 2020, there were no W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with GAAP. For certain of the Company’s financial instruments, including cash, accounts payable, and the short-term debt, the carrying amounts approximate fair value due to their short maturities. The Company adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Advertising, Marketing and Promotional Costs | Advertisin Marketin and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended October 31, 2021 and October 31, 2020 marketing and promotion expense was $ 0 0 |
Property and equipment | Proper y and equipment Property and equipment consist of a website the Company developed in order to market its services. Property and equipment as of October 31, 2021 and July 31, 2021 consisted of the following: Schedule of Property, Plant and Equipment October 31, 2021 July 31, 2021 Website $ 10,836 $ 10,836 Less Accumulated Amortization $ (2,183 ) (1,391 ) Property and Equipment, net $ 8,653 $ 9,445 There were no 792 45 |
Recently Issued Accounting Pronouncements | Recent y Issued Accountin Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. W Technologies, Inc. Notes to Unaudited Consolidated Financial Statements For the Three Months Ended October 31, 2021 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment as of October 31, 2021 and July 31, 2021 consisted of the following: Schedule of Property, Plant and Equipment October 31, 2021 July 31, 2021 Website $ 10,836 $ 10,836 Less Accumulated Amortization $ (2,183 ) (1,391 ) Property and Equipment, net $ 8,653 $ 9,445 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The Company files its tax returns as part of Balance Labs’ consolidated tax returns. The Company has the following net deferred tax asset: Schedule of Deferred Tax Assets and Liabilities As of October 31, 2021 As of July 31, 2021 Net operating loss carryforward 2,501,980 31,166 Valuation allowance (2,501,980 ) (31,166 ) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation For the Three Months Ended October 31, 2021 For the Three Months Ended October 31, 2020 Expected federal statutory rate (21 )% (21 )% State Effect on tax rate, net of federal benefit (4.35 )% (4.35 )% Change in valuation allowance 25.35 % 25.35 % Income tax provision (benefit) - - |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details Narrative) - Share Exchange Agreement [Member] - KryptoBank [Member] | 1 Months Ended |
Jul. 29, 2021USD ($)shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Shares outstanding, percentage | 90.00% |
Shares issued for investment, shares | shares | 233,474,958 |
Ownership percentage | 100.00% |
Business combination, liabilities assumed | $ | $ 16,306 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net cash used in operating activities | $ 30,093 | $ 45 | |
Accumulated deficit | (2,716,126) | $ (151,441) | |
Working capital | $ 192,011 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Accounting Policies [Abstract] | ||
Website | $ 10,836 | $ 10,836 |
Less Accumulated Amortization | (2,183) | (1,391) |
Property and Equipment, net | $ 8,653 | $ 9,445 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 15, 2019 | Nov. 09, 2018 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2018 | Jul. 31, 2021 | Oct. 15, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Cash equivalents | $ 0 | $ 0 | |||||
Investment, description | When the fair value of an investment is indeterminable, the Company accounts for its investments that are under 20% of the total equity outstanding using the cost method. For investments in which the Company holds between 20-50% equity and is non-controlling are accounted for using the equity method. For any investments in which the Company holds over 50% of the outstanding stock, the Company consolidates those entities into their financial statements herein. | ||||||
Investment - related party | $ 15,000 | $ 15,000 | |||||
Anti-dilutive securities | 0 | 0 | |||||
Marketing and promotion expense | $ 0 | $ 0 | |||||
Property and equipment, additions | 0 | ||||||
Amortization expense | $ 792 | $ 45 | |||||
iGrow Systems Inc [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Payments to acquire notes receivable | $ 15,000 | $ 15,000 | $ 15,000 | ||||
Investment owned, balance shares | 150,000 | 150,000 | |||||
Share price | $ 0.10 | $ 0.10 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Nov. 17, 2021 | Jul. 30, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | Each common share entitles the holder to one vote on any matter on which action of the Company’s stockholders is sought. | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Stock-based compensation | $ 2,528,923 | ||||
Subsequent Event [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Employee resignation, description | one of the officers of the Company resigned his position and agreed to forfeit 0.5% of the shares granted. | ||||
Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Shares outstanding, percentage | 1.50% | ||||
Stock issued for shares based compensation | 3,890,649 | ||||
Shares issued price per share | $ 1.30 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 15, 2019 | Nov. 09, 2018 | Oct. 31, 2021 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2021 | Oct. 15, 2019 |
Related Party Transaction [Line Items] | |||||||
Proceeds from loans | $ 100,000 | $ 100,000 | |||||
Interest rate | 12.00% | ||||||
Loans Payable | $ 112,167 | $ 112,167 | |||||
Accrued interest | 43,097 | 38,220 | |||||
Investment - related party | 15,000 | $ 15,000 | |||||
Proceeds from related party | $ 16,306 | ||||||
iGrow Systems Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to acquire notes receivable | $ 15,000 | $ 15,000 | $ 15,000 | ||||
Investment owned, balance shares | 150,000 | 150,000 | |||||
Share price | $ 0.10 | $ 0.10 |
Notes Payable _ Related Party (
Notes Payable – Related Party (Details Narrative) - USD ($) | Jul. 09, 2021 | Jun. 29, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2021 |
Short-term Debt [Line Items] | |||||||
Proceeds from Loans | $ 100,000 | $ 100,000 | |||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||
Loans Payable | $ 112,167 | $ 112,167 | |||||
Interest expense related party | $ 4,877 | $ 4,228 | |||||
Unsecured Promissory Note [Member] | Balance Labs [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||
Debt instrument, face amount | $ 25,000 | ||||||
Debt instrument, maturity date | Jun. 28, 2022 | ||||||
Proceeds from unsecured debt | $ 200,000 | ||||||
Unsecured Promissory Note [Member] | Lyons Capital LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||
Debt instrument, face amount | $ 25,000 | ||||||
Debt instrument, maturity date | Jun. 28, 2022 | ||||||
Proceeds from unsecured debt | $ 200,000 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,501,980 | $ 31,166 |
Valuation allowance | (2,501,980) | (31,166) |
Net deferred tax assets |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal statutory rate | (21.00%) | (21.00%) |
State Effect on tax rate, net of federal benefit | (4.35%) | (4.35%) |
Change in valuation allowance | 25.35% | 25.35% |
Income tax provision (benefit) | (0.00%) | (0.00%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 22, 2017 | Oct. 31, 2021 | Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Other Information Pertaining to Income Taxes | On December 22, 2017, then-President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reformed the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 | ||
Operating loss carryforwards | $ 2,501,980 | ||
Change in Valuation Allowance | $ 2,540,046 | $ 3,622 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Nov. 18, 2021USD ($)$ / sharesshares | |
Balance Labs [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 46.10% |
Balance Labs [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 13.00% |
Lyons Capital [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 22.00% |
Lyons Capital [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 6.20% |
Mid Atlantic Capital Associates, Inc. [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 9.00% |
Mid Atlantic Capital Associates, Inc. [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 3.00% |
Leone Group, LLC. [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 32.10% |
Leone Group, LLC. [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 2.70% |
American Capital Ventures, Inc. [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 32.10% |
American Capital Ventures, Inc. [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Shares outstanding, percentage | 2.70% |
Redemption Agreement [Member] | |
Subsequent Event [Line Items] | |
Stock Redeemed or Called During Period, Shares | shares | 163,432,468 |
Shares outstanding, percentage | 70.00% |
Share Price | $ / shares | $ 0.000001 |
MACA Subscription Agreement [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, shares issued | shares | 17,321,268 |
Sale of stock, consideration per transaction | $ | $ 1,732 |
Sale of stock, price per share | $ / shares | $ 0.0001 |
Leone Subscription Agreement [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, shares issued | shares | 81,716,234 |
Sale of stock, consideration per transaction | $ | $ 8,172 |
Sale of stock, price per share | $ / shares | $ 0.0001 |
ACV Subscription Agreement [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, shares issued | shares | 81,716,234 |
Sale of stock, consideration per transaction | $ | $ 8,172 |
Sale of stock, price per share | $ / shares | $ 0.0001 |