Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2023 | Mar. 16, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-24520 | |
Entity Registrant Name | OpenLocker Holdings, 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 | (305) | |
Local Phone Number | 351-9195 | |
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 | 39,875,006 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Current Assets | ||
Cash | $ 180,442 | $ 607,135 |
Total Current Assets | 180,442 | 607,135 |
Website - net | 4,485 | 6,069 |
Other Assets | ||
Operating lease - right-of-use asset - related party | 1,954 | 3,630 |
Investment | 15,000 | 15,000 |
Intangible asset - net | 2,080,521 | 2,244,773 |
Goodwill | 2,943,874 | 2,943,874 |
Total Other Assets | 5,041,349 | 5,207,277 |
Total Assets | 5,226,276 | 5,820,481 |
Current Liabilities | ||
Accounts payable and accrued expenses | 53,428 | 95,165 |
Operating lease liability - related party | 3,409 | 5,710 |
Total Current Liabilities | 56,837 | 100,875 |
Operating lease liability - related party | 497 | |
Total Liabilities | 56,837 | 101,372 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Series A preferred stock - $0.0001 par value per share; 200,000 shares authorized; 44,920 and 35,520 shares issued and outstanding, respectively | 4 | 4 |
Common stock - $0.0001 par value per share; 10,000,000,000 shares authorized; 39,150,006 and 38,382,506 shares issued and outstanding, respectively | 3,915 | 3,839 |
Additional paid-in capital | 9,200,478 | 8,423,421 |
Accumulated deficit | (4,034,958) | (2,708,155) |
Total Stockholders’ Equity | 5,169,439 | 5,719,109 |
Total Liabilities and Stockholders’ Equity | $ 5,226,276 | $ 5,820,481 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2023 | Jul. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 39,150,006 | 38,382,506 |
Common stock, shares outstanding | 39,150,006 | 38,382,506 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 44,920 | 35,520 |
Preferred stock, shares outstanding | 44,920 | 35,520 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,949 | $ 11,089 | ||
Operating expenses | ||||
Research and development | 57,602 | 130,124 | ||
General and administrative expenses | 709,444 | 576,795 | 1,207,768 | 3,136,602 |
Total operating expenses | 767,046 | 576,795 | 1,337,892 | 3,136,602 |
Loss from operations | (761,097) | (576,795) | (1,326,803) | (3,136,602) |
Other income (expense) | ||||
Interest expense - related party | (4,845) | (9,723) | ||
Total other income (expense) - net | (4,845) | (9,723) | ||
Net loss | $ (761,097) | $ (581,640) | $ (1,326,803) | $ (3,146,325) |
Loss per share - basic and diluted | $ (0.02) | $ 0 | $ (0.03) | $ (0.01) |
Weighted average number of shares outstanding - basic and diluted | 38,719,136 | 238,808,190 | 38,910,468 | 249,092,405 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Common Stock Payable [Member] | Retained Earnings [Member] | Total |
Beginning balance at Jul. 31, 2021 | $ 25,937 | $ (30,993) | $ (151,441) | $ (156,497) | ||||
Beginning balance, shares at Jul. 31, 2021 | 259,376,620 | |||||||
Recognition of stock-based compensation | 2,528,922 | 2,528,922 | ||||||
Net loss | (2,564,685) | (2,564,685) | ||||||
Ending balance at Oct. 31, 2021 | $ 25,937 | 2,497,929 | (2,716,126) | (192,260) | ||||
Ending balance, shares at Oct. 31, 2021 | 259,376,620 | |||||||
Beginning balance at Jul. 31, 2021 | $ 25,937 | (30,993) | (151,441) | (156,497) | ||||
Beginning balance, shares at Jul. 31, 2021 | 259,376,620 | |||||||
Net loss | (3,146,325) | |||||||
Ending balance at Jan. 31, 2022 | $ 18 | $ 9,961 | 3,199,103 | (25,000) | 268 | (3,297,766) | (113,416) | |
Ending balance, shares at Jan. 31, 2022 | 177,600 | 99,610,006 | ||||||
Beginning balance at Jul. 31, 2021 | $ 25,937 | (30,993) | (151,441) | (156,497) | ||||
Beginning balance, shares at Jul. 31, 2021 | 259,376,620 | |||||||
Stock issued for cash - common stock | $ 828,096 | |||||||
Stock issued for cash - common stock, shares | 182,978,736 | |||||||
Ending balance at Jul. 31, 2022 | $ 4 | $ 3,839 | 8,423,421 | (2,708,155) | 5,719,109 | |||
Ending balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 | ||||||
Beginning balance at Oct. 31, 2021 | $ 25,937 | 2,497,929 | (2,716,126) | (192,260) | ||||
Beginning balance, shares at Oct. 31, 2021 | 259,376,620 | |||||||
Recognition of stock-based compensation | 542,283 | 268 | 542,551 | |||||
Net loss | (581,640) | (581,640) | ||||||
Share redemption | $ (16,343) | 16,180 | (163) | |||||
Share redemptions, shares | (163,432,468) | |||||||
Shares issued for financing | $ 18,127 | 124,969 | (25,000) | 118,096 | ||||
Shares issued for financing, shares | 181,266,236 | |||||||
Share exchange, shares | 177,600 | (177,600,382) | ||||||
Ending balance at Jan. 31, 2022 | $ 18 | $ 9,961 | $ 3,199,103 | $ (25,000) | $ 268 | $ (3,297,766) | $ (113,416) | |
Ending balance, shares at Jan. 31, 2022 | 177,600 | 99,610,006 | ||||||
Share exchange | 18 | (17,760) | 17,742 | |||||
Beginning balance at Jul. 31, 2022 | $ 4 | $ 3,839 | $ 8,423,421 | $ (2,708,155) | $ 5,719,109 | |||
Beginning balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 | ||||||
Stock issued for cash - preferred stock - related parties | 6,000 | 6,000 | ||||||
Stock issued for cash - preferred stock - related parties, shares | 9,000 | |||||||
Stock issued for cash - common stock | $ 12 | 49,988 | 50,000 | |||||
Stock issued for cash - common stock, shares | 125,000 | |||||||
Stock issued for services | $ 13 | 51,987 | 52,000 | |||||
Stock issued for services, shares | 130,000 | |||||||
Recognition of stock-based compensation | 167,167 | 167,167 | ||||||
Contributed capital - related parties | 2,116 | 2,116 | ||||||
Net loss | (565,706) | (565,706) | ||||||
Ending balance at Oct. 31, 2022 | $ 4 | $ 3,864 | 8,700,679 | (3,273,861) | 5,430,686 | |||
Ending balance, shares at Oct. 31, 2022 | 44,520 | 38,637,506 | ||||||
Beginning balance at Jul. 31, 2022 | $ 4 | $ 3,839 | 8,423,421 | (2,708,155) | 5,719,109 | |||
Beginning balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 | ||||||
Stock issued for cash - common stock, shares | 187,500 | |||||||
Net loss | (1,326,803) | |||||||
Ending balance at Jan. 31, 2023 | $ 4 | $ 3,915 | 9,200,478 | (4,034,958) | 5,169,439 | |||
Ending balance, shares at Jan. 31, 2023 | 44,520 | 39,150,006 | ||||||
Beginning balance at Oct. 31, 2022 | $ 4 | $ 3,864 | 8,700,679 | (3,273,861) | 5,430,686 | |||
Beginning balance, shares at Oct. 31, 2022 | 44,520 | 38,637,506 | ||||||
Stock issued for cash - common stock | $ 6 | 24,994 | 25,000 | |||||
Stock issued for cash - common stock, shares | 62,500 | |||||||
Stock issued for services | $ 45 | 224,055 | 224,100 | |||||
Stock issued for services, shares | 450,000 | |||||||
Recognition of stock-based compensation | 250,750 | 250,750 | ||||||
Net loss | (761,097) | (761,097) | ||||||
Ending balance at Jan. 31, 2023 | $ 4 | $ 3,915 | $ 9,200,478 | $ (4,034,958) | $ 5,169,439 | |||
Ending balance, shares at Jan. 31, 2023 | 44,520 | 39,150,006 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Operating activities | ||
Net loss | $ (1,326,803) | $ (3,146,325) |
Adjustments to reconcile net loss to net cash used in operations | ||
Amortization - intangible asset (intellectual property) | 164,252 | |
Amortization - website | 1,584 | 1,583 |
Amortization of operating lease right-of-use asset - related party | 1,676 | |
Recognition of stock-based compensation | 417,917 | 3,071,573 |
Stock issued for services | 276,100 | |
Changes in operating assets and liabilities | ||
Accounts payable and accrued expenses | (41,737) | |
Accounts payable and accrued expenses - related parties | 9,722 | |
Operating lease liability - related party | (2,798) | |
Net cash used in operating activities | (509,809) | (63,447) |
Financing activities | ||
Stock issued for cash - preferred stock - related parties | 6,000 | |
Stock issued for cash - common stock | 75,000 | 118,096 |
Contributed capital | 2,116 | |
Net cash provided by financing activities | 83,116 | 118,096 |
Net (decrease) increase in cash | (426,693) | 54,649 |
Cash - beginning of period | 607,135 | 53,178 |
Cash - end of period | 180,442 | 107,827 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Share exchange | 17,760 | |
Share redemption | $ 163 |
Organization, Nature of Operati
Organization, Nature of Operations and Going Concern | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations and Going Concern | Note 1 – Organization, Nature of Operations and Going Concern Organization and Nature of Operations OpenLocker Holdings, Inc. and its subsidiaries, including OpenLocker, Inc. (collectively “OpenLocker”, “we,” “us,” “our” or the “Company”) operate a technology platform for athletes and brands to redefine and unlock consumer and fan value. OpenLocker builds highly engaged fan communities on the Blockchain primarily for colleges and universities using student-athletes Name, Image and Likeness (NIL), opening the door to countless revenue opportunities that previously did not exist. OpenLocker increases engagement among fans, athletes and brands through digital and physical collectibles and provides unique user utility, perks and experiences. OpenLocker is delivering digital loyalty and spearheading the future of marketing. OpenLocker is a registered trademark, and LOCKERMANIA, BONE YARD HUSKYZ CLUB, ROWDY REDZ, PROWLERZ CLUB, GATORVERSE, LIONZ CLUB, OPENSTABLE and MADDY BADDYZ are trademarks of, OpenLocker Holdings, Inc. The parent (OpenLocker Holdings, Inc.) and its subsidiaries are organized as follows: Schedule of Subsidiary Company Name Incorporation Date State of Incorporation OpenLocker Holdings, Inc.* 1996 Delaware Descrypto, Inc.** 2017 Delaware Descrypto Studio, LLC 2022 Wyoming Open Locker, Inc. (“OL”)*** 2021 Delaware * Formerly known as Descrypto Holdings, Inc.; entity changed name on December 5, 2022. ** Entity was acquired in a reverse merger on July 29, 2021. *** See Note 6 regarding the acquisition of OL on May 31, 2022. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Going Concern and Management’s Plans These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the six months ended January 31, 2023, the Company had: ● Net loss of $ 1,326,803 ● Net cash used in operations of $ 509,809 Additionally, at January 31, 2023, the Company had: ● Accumulated deficit of $ 4,034,958 ● Stockholders’ equity of $ 5,169,439 ● Working capital of $ 123,605 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 180,442 The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances, including our financial position, our cash flows and cash usage forecasts for the twelve months ended January 31, 2024, and our current capital structure including equity-based instruments and our obligations and debts. The Company has satisfied its obligations from the issuance of common stock; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these consolidated financial statements are issued. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these unaudited consolidated financial statements are issued. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the unaudited consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Pursuing additional capital raising opportunities, ● Continuing to explore and execute prospective partnering or distribution opportunities; ● Identifying strategic acquisitions; and ● Identifying unique market opportunities that represent potential positive short-term cash flow. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 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 consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of January 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended January 31, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated 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 period ended July 31, 2022 filed with the SEC on October 31, 2022. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. Principles of Consolidation These unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single operating segment. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Fair Value of Financial Instruments The Company accounts for financial instruments under ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, and accounts payable and accrued expenses, are carried at historical cost. At January 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) ASC 825-10 “Financial Instruments” Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At January 31, 2023 and July 31, 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 Investment The Company owns 150,000 15,000 0.10 Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. During the three and six months ended January 31, 2023 and 2022, the Company determined there were no OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Intangible Assets and Impairment Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment losses for the three and six months ended January 31, 2023 and 2022, respectively. Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment losses for the three and six months ended January 31, 2023 and 2022, respectively. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the three and six months ended January 31, 2023 and 2022, respectively. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Operating Lease From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 9. Revenue Recognition OpenLocker generates revenue from two main sources, primary sales of non-fungible tokens (“NFTs”) on its online store and commissions collected from sales on the secondary marketplace. Revenue is recognized in accordance with ASC No. 606, “Revenue from Contracts with Customers”. The Company recognizes revenue when its performance obligations are complete, which occurs at a point in time related to the transfer of an NFT to its customer. Currently, all sales contain a single performance obligation. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of an NFT and where no further performance obligations are required: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale, ● PayPal payments are received same day; and ● Cryptocurrency payments are deposited immediately into OpenLocker’s Coin Payments account. The Company also recognizes revenues generated from the 5 Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. The majority of those collectibles have not yet been shipped due to a delay in receiving the goods from our vendor. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). Software Development Costs Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three five years OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations. For the three months ended January 31, 2023 and 2022, the Company expensed $ 57,602 0 For the six months ended January 31, 2023 and 2022, the Company expensed $ 130,124 0 Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of January 31, 2023 and July 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the six months ended January 31, 2023 and 2022, respectively. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. For the three months ended January 31, 2023 and 2022, the Company expensed $ 9,146 0 For the six months ended January 31, 2023 and 2022, the Company expensed $ 53,194 0 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The Company effected a reverse merger and recapitalization on July 29, 2021. As a result, all share and per share amounts have been retroactively restated to the earliest period presented (for the period ended July 31, 2021). For the six months ended January 31, 2023 and 2022, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities January 31, 2023 January 31, 2022 Series A, convertible preferred stock ( 1 1,000 44,520,000 35,520,000 Stock options (exercise prices $ 0.12 0.70 1,110,830 - Total common stock equivalents 45,630,830 35,520,000 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASUs”) to the ASC. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of ASUs through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 – Property and Equipment Property and Equipment consisted of the following: Schedule of Property, Plant and Equipment January 31, July 31, Estimated Useful 2023 2022 Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 6,351 4,767 Website - net $ 4,485 $ 6,069 Amortization expense for the three months ended January 31, 2023 and 2022 was $ 792 792 Amortization expense for the six months ended January 31, 2023 and 2022 was $ 1,584 1,584 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Notes Payable _ Related Parties
Notes Payable – Related Parties and Debt Forgiveness | 6 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable – Related Parties and Debt Forgiveness | Note 4 – Notes Payable – Related Parties and Debt Forgiveness The following represents a summary of the Company’s notes payable – related parties, key terms, and outstanding balances at January 31, 2023: Schedule of Notes Payable Related Parties Note Payable Note Payable Note Payable Terms Related Parties Related Party Related Party Issuance date of notes Prior to 2018 June 29, 2021 July 9, 2021 Maturity date Due on demand June 28, 2022 A June 28, 2022 A Interest rate 12 12 12 Collateral Unsecured Unsecured Unsecured Total Balance - July 31, 2021 $ 112,167 $ 25,000 $ 25,000 $ 162,167 Forgiveness of note payable (112,167 ) B - - (112,167 ) Stock issued in conversion of note payable - (25,000 ) C (25,000 ) C (50,000 ) Balance - July 31, 2022 - - - - A Due on the earlier of June 28, 2022, or the date which the Company raises at least $ 200,000 B These notes were forgiven by the debt holders in February 2022. Total principal and accrued interest totaled $ 155,743 C The Company issued 135,450 106,274 54,180 52,094 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 5 – Stockholders’ Equity The Company has two classes of stock: Class A Common Stock - 10,000,000,000 - Par value - $ 0.0001 per share - Voting at 1 vote per share Series A Preferred Stock - 200,000 - Par value - $ 0.0001 per share - Conversion ratio – 1 1,000 - Voting on an if converted basis of 1,000 votes per share - Eligible for dividends/distributions if declared by the Board of Directors - Liquidation preference - none Equity Transactions for the Six Months Ended January 31, 2023 Stock Issued for Cash – Related Parties The Company issued 9,000 6,000 0.6666 Stock Issued for Cash The Company issued 187,500 75,000 0.40 Stock Issued for Services The Company issued 580,000 276,100 0.40 0.498 Contributed Capital – Related Parties Certain officers and directors contributed $ 2,116 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Equity Transactions for the Year Ended July 31, 2022 Preferred Stock Share Redemptions The Company agreed to repurchase common stock from certain shareholders. The Company redeemed 142,080 0.0001 3 Common Stock Share Redemptions The Company agreed to repurchase common stock from certain shareholders. The Company redeemed 240,814,962 0.00001 0.000001 935 Stock Issued in Conversion of Notes Payable and Accrued Interest – Related Parties The Company issued 135,450 106,274 0.70 0.87 52,094 Stock Issued for Cash The Company issued 182,978,736 828,096 0.0001 0.40 Forgiveness of Notes Payable and Accrued Interest – Related Parties Certain debt holders forgave notes payable and related accrued interest totaling $ 155,743 112,167 43,576 Share Exchange Agreement – Related Parties In January 2022, the Company issued 88,800 88,800,191 8,880 0.0001 In January 2022, the Company issued 88,800 88,800,191 8,880 0.0001 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Stock Issued for Services Period Ended July 31, 2021 On July 30, 2021, the Company entered into an employment agreement with an officer of the Company to grant 1 2,593,766 1,385,625 On July 30, 2021, the Company entered into an employment agreement with an officer of the Company to grant 0.5 1,296,883 Year Ended July 31, 2022 During the three months ended April 30, 2022, the Company issued 1,645,042 1,525,637 In order to reflect the proper compensation related to these arrangements, the Company adjusted general and administrative expense by $ 1,545,936 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Acquisition and Pro Forma Finan
Acquisition and Pro Forma Financial Information for Open Locker, Inc. | 6 Months Ended |
Jan. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Pro Forma Financial Information for Open Locker, Inc. | Note 6 – Acquisition and Pro Forma Financial Information for Open Locker, Inc. OpenLocker, Inc. (“OL”) On May 31, 2022, the Company entered into a share exchange agreement with OL and issued 12,500,002 5,142,001 0.41 100 The cash price paid by third parties was the best evidence of fair value given the Company is thinly traded on OTC markets and had more sales of stock sold for cash than stock traded on the open market at the time of the transaction. We made an initial allocation of the purchase price at the date of acquisition based on our understanding of the fair value of assets acquired and liabilities assumed. The allocation of the purchase price consideration was finalized as of July 31, 2022, with the excess purchase price allocated to an intangible asset, which consisted of intellectual property and goodwill. The acquisition of OL was reflected in the consolidated financial statements at July 31, 2022 See the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022 for a complete discussion of the transaction. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date during the year ended July 31, 2022. Schedule of Assets and Liabilities Effective on Acquisition Consideration $ 5,142,001 Common stock ( 12,500,002 0.41 (1) $ 5,142,001 Fair value of consideration transferred 5,142,001 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 13,328 Total assets acquired 13,328 Accounts payable and accrued expenses 114,725 Total liabilities assumed 114,725 Total identifiable net liabilities (101,397 ) Amount to allocate to intangible asset and goodwill 5,243,398 Less: allocation for identifiable intangible asset (intellectual property) 2,299,524 Less: allocation for goodwill 2,943,874 $ - (1) Fair value of common stock issued was determined based upon recent cash offerings with third parties. In connection with the purchase of OL, there were no additional transaction costs incurred. The goodwill of $ 2,943,874 Goodwill is not deductible for tax purposes. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Intangible Asset
Intangible Asset | 6 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | Note 7 – Intangible Asset In connection with the acquisition of OL, the Company recognized an intangible asset related to intellectual property. The Company believes the intellectual property is critical to the success of the business going forward and believes that the fair value ascribed is fully recoverable. The Company’s intangible asset is as follows: Schedule of Intangible Assets January 31, July 31, Estimated Useful 2023 2022 Life (Years) Gross carrying amount $ 2,299,524 $ - 7 Accumulated amortization 219,004 - Net carrying amount $ 2,080,520 $ - Amortization expense for the three months ended January 31, 2023 and 2022 was $ 82,126 0 Amortization expense for the six months ended January 31, 2023 and 2022 was $ 164,252 0 Estimated amortization expense for each of the five succeeding years and thereafter is as follows: Schedule of Intangible Asset, Estimated Amortization Expense For the Year Ending July 31, 2023 (6 months) $ 164,252 2024 328,503 2025 328,503 2026 328,503 2027 328,503 Thereafter 602,256 Total $ 2,080,520 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Stock Options
Stock Options | 6 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 8 – Stock Options Stock option transactions under the Company’s Plan for the six months ended January 31, 2023 and the year ended July 31, 2022 are summarized as follows: Schedule of Stock Option Weighted Average Weighted Weighted Remaining Average Average Contractual Aggregate Grant Number of Exercise Term Intrinsic Date Stock Options Options Price (Years) Value Fair Value Outstanding - July 31, 2021 - $ - - $ - $ - Exercisable - July 31, 2021 - $ - - $ - $ - Granted 864,489 $ 0.14 - - $ 0.14 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Exercisable - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Granted 1,478,050 $ - - - $ 0.68 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - January 31, 2023 2,342,539 $ 0.49 9.48 $ 261,688 $ - Exercisable - January 31, 2023 1,480,343 $ 0.38 9.43 $ 261,688 $ - Unvested - January 31, 2023 862,196 $ 0.70 9.56 $ - $ - Six Months Ended January 31, 2023 In September 2022, the Company granted 1,478,050 , 10-year options to an employee for services to be rendered during the period September 2022 - August 2023. These options vest ratably over a 12-month period. These options had an exercise price of $ 0.40 /share. Using the Black-Scholes option pricing model, the Company determined that the fair value of these options granted was $ 1,003,002 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Fair value was based upon the following management estimates: Schedule of Stock Option Fair Value Year Ended July 31, 2023 Expected term (years) 5 Expected volatility 274 % Expected dividends 0 % Risk free interest rate 2.98 % Compensation expense recorded for stock-based compensation is as follows for the six months ended January 31, 2023 and 2022, $ 417,917 0 At January 31, 2023, the Company had unvested compensation expense of $ 585,085 0.50 Year Ended July 31, 2022 During the year ended July 31, 2022, the Company granted 864,489 , 10-year options to various employees. These options were fully vested upon issuance. These options had exercise prices ranging from $ 0.12 to $ 0.40 /share. Using the Black-Scholes option pricing model, the Company determined that the fair value of these options granted was $ 534,466 For the year ended July 31, 2022, fair value was based upon the following management estimates: Year Ended July 31, 2022 Expected term (years) 5 Expected volatility 275 276 Expected dividends 0 % Risk free interest rate 2.85 2.98 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Right-of-Use Operating Lease – Related Party In connection with the acquisition of OL on May 31, 2022, the Company acquired an existing right-of-use operating lease for office space. The lease is for an initial term of two years at $ 500 per month. The lease does not contain any renewal options. During the period September 1, 2021 through May 31, 2022, no rent was due. The Company is required to pay a total of $ 7,500 The Company is leasing the office space from a family member of OL’s Chief Executive Officer. At January 31, 2023 and July 31, 2022, the Company had no financing leases as defined in ASC 842, “Leases.” OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) The tables below present information regarding the Company’s operating lease assets and liabilities at January 31, 2023 and July 31, 2022: Schedule of Operating Lease Assets and Liabilities January 31, 2023 July 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 1,954 $ 3,630 Liabilities Operating lease liability $ 3,409 $ 6,207 Weighted-average remaining lease term (years) 0.58 1.08 Weighted-average discount rate 8 % 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 1,676 $ 559 Lease liability expense in connection with obligation repayment 202 92 Total operating lease costs $ 1,878 $ 651 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 2,798 $ 908 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 4,189 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at January 31, 2023: Schedule of Minimum Lease Payments 2023 (6 Months) $ 3,000 2024 500 Total undiscounted cash flows 3,500 Less: amount representing interest (91 ) Present value of operating lease liability 3,409 Less: current portion of operating lease liability (3,409 ) Long-term operating lease liability $ - Student Athlete Licensing Agreements The Company has entered into several agreements with student athletes related to the sale of NFTs and related collectibles. There may be initial sales as well as resales of these products. The Company and the student athlete have agreed to split the revenue from the initial sale. Additionally, the Company will pay the student athlete a commission for any resales. At January 31, 2023 and July 31, 2022, the Company owed a nominal amount to various student athletes, which has been included as a component of accounts payable and accrued expenses in the consolidated balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 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 consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of January 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended January 31, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated 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 period ended July 31, 2022 filed with the SEC on October 31, 2022. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. |
Principles of Consolidation | Principles of Consolidation These unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single operating segment. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, and accounts payable and accrued expenses, are carried at historical cost. At January 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) ASC 825-10 “Financial Instruments” |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At January 31, 2023 and July 31, 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 |
Investment | Investment The Company owns 150,000 15,000 0.10 |
Goodwill and Impairment | Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. During the three and six months ended January 31, 2023 and 2022, the Company determined there were no OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Intangible Assets and Impairment | Intangible Assets and Impairment Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment losses for the three and six months ended January 31, 2023 and 2022, respectively. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment losses for the three and six months ended January 31, 2023 and 2022, respectively. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the three and six months ended January 31, 2023 and 2022, respectively. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Operating Lease | Operating Lease From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 9. |
Revenue Recognition | Revenue Recognition OpenLocker generates revenue from two main sources, primary sales of non-fungible tokens (“NFTs”) on its online store and commissions collected from sales on the secondary marketplace. Revenue is recognized in accordance with ASC No. 606, “Revenue from Contracts with Customers”. The Company recognizes revenue when its performance obligations are complete, which occurs at a point in time related to the transfer of an NFT to its customer. Currently, all sales contain a single performance obligation. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of an NFT and where no further performance obligations are required: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale, ● PayPal payments are received same day; and ● Cryptocurrency payments are deposited immediately into OpenLocker’s Coin Payments account. The Company also recognizes revenues generated from the 5 Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. The majority of those collectibles have not yet been shipped due to a delay in receiving the goods from our vendor. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). |
Software Development Costs | Software Development Costs Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three five years OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations. For the three months ended January 31, 2023 and 2022, the Company expensed $ 57,602 0 For the six months ended January 31, 2023 and 2022, the Company expensed $ 130,124 0 |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of January 31, 2023 and July 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the six months ended January 31, 2023 and 2022, respectively. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. For the three months ended January 31, 2023 and 2022, the Company expensed $ 9,146 0 For the six months ended January 31, 2023 and 2022, the Company expensed $ 53,194 0 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The Company effected a reverse merger and recapitalization on July 29, 2021. As a result, all share and per share amounts have been retroactively restated to the earliest period presented (for the period ended July 31, 2021). For the six months ended January 31, 2023 and 2022, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities January 31, 2023 January 31, 2022 Series A, convertible preferred stock ( 1 1,000 44,520,000 35,520,000 Stock options (exercise prices $ 0.12 0.70 1,110,830 - Total common stock equivalents 45,630,830 35,520,000 |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 (UNAUDITED) |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASUs”) to the ASC. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of ASUs through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. |
Organization, Nature of Opera_2
Organization, Nature of Operations and Going Concern (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiary | The parent (OpenLocker Holdings, Inc.) and its subsidiaries are organized as follows: Schedule of Subsidiary Company Name Incorporation Date State of Incorporation OpenLocker Holdings, Inc.* 1996 Delaware Descrypto, Inc.** 2017 Delaware Descrypto Studio, LLC 2022 Wyoming Open Locker, Inc. (“OL”)*** 2021 Delaware * Formerly known as Descrypto Holdings, Inc.; entity changed name on December 5, 2022. ** Entity was acquired in a reverse merger on July 29, 2021. *** See Note 6 regarding the acquisition of OL on May 31, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Equity Securities | For the six months ended January 31, 2023 and 2022, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities January 31, 2023 January 31, 2022 Series A, convertible preferred stock ( 1 1,000 44,520,000 35,520,000 Stock options (exercise prices $ 0.12 0.70 1,110,830 - Total common stock equivalents 45,630,830 35,520,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and Equipment consisted of the following: Schedule of Property, Plant and Equipment January 31, July 31, Estimated Useful 2023 2022 Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 6,351 4,767 Website - net $ 4,485 $ 6,069 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties and Debt Forgiveness (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Related Parties | The following represents a summary of the Company’s notes payable – related parties, key terms, and outstanding balances at January 31, 2023: Schedule of Notes Payable Related Parties Note Payable Note Payable Note Payable Terms Related Parties Related Party Related Party Issuance date of notes Prior to 2018 June 29, 2021 July 9, 2021 Maturity date Due on demand June 28, 2022 A June 28, 2022 A Interest rate 12 12 12 Collateral Unsecured Unsecured Unsecured Total Balance - July 31, 2021 $ 112,167 $ 25,000 $ 25,000 $ 162,167 Forgiveness of note payable (112,167 ) B - - (112,167 ) Stock issued in conversion of note payable - (25,000 ) C (25,000 ) C (50,000 ) Balance - July 31, 2022 - - - - A Due on the earlier of June 28, 2022, or the date which the Company raises at least $ 200,000 B These notes were forgiven by the debt holders in February 2022. Total principal and accrued interest totaled $ 155,743 C The Company issued 135,450 106,274 54,180 52,094 |
Acquisition and Pro Forma Fin_2
Acquisition and Pro Forma Financial Information for Open Locker, Inc. (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets and Liabilities Effective on Acquisition | The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date during the year ended July 31, 2022. Schedule of Assets and Liabilities Effective on Acquisition Consideration $ 5,142,001 Common stock ( 12,500,002 0.41 (1) $ 5,142,001 Fair value of consideration transferred 5,142,001 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 13,328 Total assets acquired 13,328 Accounts payable and accrued expenses 114,725 Total liabilities assumed 114,725 Total identifiable net liabilities (101,397 ) Amount to allocate to intangible asset and goodwill 5,243,398 Less: allocation for identifiable intangible asset (intellectual property) 2,299,524 Less: allocation for goodwill 2,943,874 $ - (1) Fair value of common stock issued was determined based upon recent cash offerings with third parties. |
Intangible Asset (Tables)
Intangible Asset (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible asset is as follows: Schedule of Intangible Assets January 31, July 31, Estimated Useful 2023 2022 Life (Years) Gross carrying amount $ 2,299,524 $ - 7 Accumulated amortization 219,004 - Net carrying amount $ 2,080,520 $ - |
Schedule of Intangible Asset, Estimated Amortization Expense | Estimated amortization expense for each of the five succeeding years and thereafter is as follows: Schedule of Intangible Asset, Estimated Amortization Expense For the Year Ending July 31, 2023 (6 months) $ 164,252 2024 328,503 2025 328,503 2026 328,503 2027 328,503 Thereafter 602,256 Total $ 2,080,520 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option | Stock option transactions under the Company’s Plan for the six months ended January 31, 2023 and the year ended July 31, 2022 are summarized as follows: Schedule of Stock Option Weighted Average Weighted Weighted Remaining Average Average Contractual Aggregate Grant Number of Exercise Term Intrinsic Date Stock Options Options Price (Years) Value Fair Value Outstanding - July 31, 2021 - $ - - $ - $ - Exercisable - July 31, 2021 - $ - - $ - $ - Granted 864,489 $ 0.14 - - $ 0.14 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Exercisable - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Granted 1,478,050 $ - - - $ 0.68 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - January 31, 2023 2,342,539 $ 0.49 9.48 $ 261,688 $ - Exercisable - January 31, 2023 1,480,343 $ 0.38 9.43 $ 261,688 $ - Unvested - January 31, 2023 862,196 $ 0.70 9.56 $ - $ - |
Schedule of Stock Option Fair Value | Fair value was based upon the following management estimates: Schedule of Stock Option Fair Value Year Ended July 31, 2023 Expected term (years) 5 Expected volatility 274 % Expected dividends 0 % Risk free interest rate 2.98 % For the year ended July 31, 2022, fair value was based upon the following management estimates: Year Ended July 31, 2022 Expected term (years) 5 Expected volatility 275 276 Expected dividends 0 % Risk free interest rate 2.85 2.98 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at January 31, 2023 and July 31, 2022: Schedule of Operating Lease Assets and Liabilities January 31, 2023 July 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 1,954 $ 3,630 Liabilities Operating lease liability $ 3,409 $ 6,207 Weighted-average remaining lease term (years) 0.58 1.08 Weighted-average discount rate 8 % 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 1,676 $ 559 Lease liability expense in connection with obligation repayment 202 92 Total operating lease costs $ 1,878 $ 651 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 2,798 $ 908 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 4,189 |
Schedule of Minimum Lease Payments | Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at January 31, 2023: Schedule of Minimum Lease Payments 2023 (6 Months) $ 3,000 2024 500 Total undiscounted cash flows 3,500 Less: amount representing interest (91 ) Present value of operating lease liability 3,409 Less: current portion of operating lease liability (3,409 ) Long-term operating lease liability $ - |
Schedule of Subsidiary (Details
Schedule of Subsidiary (Details) | 6 Months Ended | |
Jan. 31, 2023 | ||
Entity incorporation, state or country code | DE | |
Parent Company [Member] | ||
Entity incorporation, date of incorporation | 1996 | [1] |
Entity incorporation, state or country code | DE | [1] |
Subsidiaries [Member] | ||
Entity incorporation, date of incorporation | 2017 | [2] |
Entity incorporation, state or country code | DE | [2] |
Subsidiaries One [Member] | ||
Entity incorporation, date of incorporation | 2022 | |
Entity incorporation, state or country code | WY | |
Subsidiaries Two [Member] | ||
Entity incorporation, date of incorporation | 2021 | [3] |
Entity incorporation, state or country code | DE | [3] |
[1]Formerly known as Descrypto Holdings, Inc.; entity changed name on December 5, 2022.[2]Entity was acquired in a reverse merger on July 29, 2021.[3]See Note 6 regarding the acquisition of OL on May 31, 2022. |
Organization, Nature of Opera_3
Organization, Nature of Operations and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ 761,097 | $ 565,706 | $ 581,640 | $ 2,564,685 | $ 1,326,803 | $ 3,146,325 | ||
Net cash provided by used in operating activities | 509,809 | 63,447 | ||||||
Accumulated deficit | 4,034,958 | 4,034,958 | $ 2,708,155 | |||||
Stockholders' equity | 5,169,439 | $ 5,430,686 | $ (113,416) | $ (192,260) | 5,169,439 | $ (113,416) | 5,719,109 | $ (156,497) |
Working capital | 123,605 | 123,605 | ||||||
Cash | $ 180,442 | $ 180,442 | $ 607,135 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Equity Securities (Details) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | ||
Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | 0.12 | |
Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | $ 0.70 | |
Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Preferred stock, convertible, shares issuable | 1,000 | |
Series A Convertible Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Preferred stock, convertible, shares issuable | 1 |
Schedule of Potentially Dilut_2
Schedule of Potentially Dilutive Equity Securities (Details) - shares | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 45,630,830 | 35,520,000 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 44,520,000 | 35,520,000 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 1,110,830 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
FDIC amount | $ 250,000 | $ 250,000 | |||
Impairments of goodwill | $ 0 | $ 0 | |||
Commission fee percentage | 5% | 5% | |||
Estimated useful life | 3 years | 3 years | |||
Software development cost | $ 57,602 | $ 130,124 | |||
Marketing and advertising costs | 9,146 | 0 | $ 53,194 | 0 | |
Software Development [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 3 years | ||||
Software Development [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 5 years | ||||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Software development cost | $ 57,602 | $ 0 | $ 130,124 | $ 0 | |
iGrow Systems Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Investment owned balance, shares | 150,000 | 150,000 | |||
Investment owned at cost | $ 15,000 | $ 15,000 | |||
Share price | $ 0.10 | $ 0.10 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Website | $ 10,836 | $ 10,836 |
Estimated Useful Lives (Years) | 3 years | 3 years |
Accumulated amortization | $ 6,351 | $ 4,767 |
Website - net | $ 4,485 | $ 6,069 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Amortization expense | $ 792 | $ 792 | $ 1,584 | $ 1,584 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) | 12 Months Ended | |
Jul. 31, 2022 USD ($) | ||
Short-Term Debt [Line Items] | ||
Balance Beginning | $ 162,167 | |
Forgiveness of note payable | (112,167) | |
Stock issued in conversion of note payable | (50,000) | |
Balance Ending | ||
Note Payble Related Party One [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance date of notes | Prior to 2018 | |
Issuance date of notes | Due on demand | |
Interest rate | 12% | |
Collateral | Unsecured | |
Balance Beginning | $ 112,167 | |
Forgiveness of note payable | (112,167) | [1] |
Stock issued in conversion of note payable | ||
Balance Ending | ||
Note Payble Related Party Two [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance date of notes | June 29, 2021 | |
Issuance date of notes | June 28, 2022 | [2] |
Interest rate | 12% | |
Collateral | Unsecured | |
Balance Beginning | $ 25,000 | |
Forgiveness of note payable | ||
Stock issued in conversion of note payable | (25,000) | [3] |
Balance Ending | ||
Note Payble Related Party Three [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance date of notes | July 9, 2021 | |
Issuance date of notes | June 28, 2022 | [2] |
Interest rate | 12% | |
Collateral | Unsecured | |
Balance Beginning | $ 25,000 | |
Forgiveness of note payable | ||
Stock issued in conversion of note payable | (25,000) | [3] |
Balance Ending | ||
[1]These notes were forgiven by the debt holders in February 2022. Total principal and accrued interest totaled $ 155,743 200,000 135,450 106,274 54,180 52,094 |
Schedule of Notes Payble Relate
Schedule of Notes Payble Related Parties (Details) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | Jul. 31, 2022 | Jun. 28, 2022 | |
Debt Instrument [Line Items] | ||||||
Principal and accrued interest amount | $ 155,743 | |||||
Number of shares issued value | $ 25,000 | $ 50,000 | ||||
Note Payble Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal and accrued interest amount | $ 54,180 | |||||
Loss on debt extinguishment | $ 52,094 | |||||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued | 62,500 | 125,000 | 187,500 | 182,978,736 | ||
Number of shares issued value | $ 6 | $ 12 | $ 828,096 | |||
Common Stock [Member] | Note Payble Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued | 135,450 | |||||
Number of shares issued value | $ 106,274 | |||||
Minimum [Member] | Investors [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Due from related parties, current | $ 200,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 30, 2021 | Sep. 30, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Jan. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jul. 31, 2022 | |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares issued, value | $ 25,000 | $ 50,000 | |||||||||
Stock issued during period value new issues | 3,915 | $ 3,915 | $ 3,839 | ||||||||
Common stock issued for services | $ 224,100 | $ 52,000 | |||||||||
Redeemed share amount | $ 163 | ||||||||||
Forgiveness of notes payable and accrued interest | $ 112,167 | ||||||||||
Outstanding common stock | 1,478,050 | 1,478,050 | 864,489 | ||||||||
Compensation expense | $ 417,917 | $ 3,071,573 | |||||||||
General and Administrative Expense [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Compensation expense | $ 1,545,936 | ||||||||||
Note Payble Related Party [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Loss on debt extinguishment | $ 52,094 | ||||||||||
Officer [Member] | Employment Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Outstanding common stock percentage | 1% | ||||||||||
Outstanding common stock | 2,593,766 | 1,385,625 | |||||||||
Officer One [Member] | Employment Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Outstanding common stock percentage | 0.50% | ||||||||||
Outstanding common stock | 1,296,883 | ||||||||||
Officers and Directors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 9,000 | ||||||||||
Number of shares issued, value | $ 6,000 | ||||||||||
Issued price per share | $ 0.6666 | $ 0.6666 | |||||||||
Related party transaction expenses | $ 2,116 | ||||||||||
Third Parties [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for services, shares | 580,000 | ||||||||||
Common stock issued for services | $ 276,100 | ||||||||||
Third Parties [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | 0.40 | $ 0.40 | |||||||||
Third Parties [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | $ 0.498 | $ 0.498 | |||||||||
Debt Holders [Member] | Note Payble Related Party [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Forgiveness of notes payable and accrued interest | 155,743 | ||||||||||
Principal amount | 112,167 | ||||||||||
Accrued interest | $ 43,576 | ||||||||||
Former Officers [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for services, shares | 1,645,042 | ||||||||||
Common stock issued for services | $ 1,525,637 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion stock shares converted | 1,000 | ||||||||||
Number of shares issued | 62,500 | 125,000 | 187,500 | 182,978,736 | |||||||
Number of shares issued, value | $ 6 | $ 12 | $ 828,096 | ||||||||
Issued price per share | $ 0.40 | $ 0.40 | |||||||||
Stock issued during period value new issues | $ 75,000 | $ 75,000 | |||||||||
Common stock issued for services, shares | 450,000 | 130,000 | |||||||||
Common stock issued for services | $ 45 | $ 13 | |||||||||
Redeemed shares | 163,432,468 | ||||||||||
Redeemed share amount | $ 16,343 | ||||||||||
Common Stock [Member] | Note Payble Related Party [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 135,450 | ||||||||||
Number of shares issued, value | $ 106,274 | ||||||||||
Common Stock [Member] | Shareholders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redeemed shares | 240,814,962 | ||||||||||
Redeemed share amount | $ 935 | ||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | $ 0.0001 | ||||||||||
Common Stock [Member] | Minimum [Member] | Shareholders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | 0.00001 | ||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | 0.40 | ||||||||||
Common Stock [Member] | Maximum [Member] | Shareholders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | $ 0.000001 | ||||||||||
Common Stock [Member] | Related Parties [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock issued, shares | 135,450 | ||||||||||
Number of shares issued | $ 106,274 | ||||||||||
Loss on debt extinguishment | $ 52,094 | ||||||||||
Common Stock [Member] | Related Parties [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | $ 0.70 | ||||||||||
Common Stock [Member] | Related Parties [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | 0.87 | ||||||||||
Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redeemed share amount | |||||||||||
Preferred Stock [Member] | Shareholders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued price per share | $ 0.0001 | ||||||||||
Redeemed shares | 142,080 | ||||||||||
Redeemed share amount | $ 3 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [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 | Voting at 1 vote per share | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
preferred stock, shares authorized | 200,000 | 200,000 | 200,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Conversion stock shares converted | 1 | ||||||||||
Preferred stock voting rights | Voting on an if converted basis of 1,000 votes per share | ||||||||||
Preferred stock, liquidation preference | $ 0 | $ 0 | |||||||||
Series A Preferred Stock [Member] | ACV [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 88,800 | ||||||||||
Series A Preferred Stock [Member] | Leone [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 88,800 | ||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued, value | |||||||||||
Common stock issued for services | |||||||||||
Common Stock [Member] | ACV [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 88,800,191 | ||||||||||
Number of shares issued, value | $ 8,880 | ||||||||||
Issued price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock [Member] | Leone [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 88,800,191 | ||||||||||
Number of shares issued, value | $ 8,880 | ||||||||||
Issued price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Effective on Acquisition (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jan. 31, 2023 | ||
Business Acquisition [Line Items] | |||
Less: allocation for goodwill | $ 2,943,874 | $ 2,943,874 | |
Open Locker Inc [Member] | |||
Business Acquisition [Line Items] | |||
Consideration Common stock | [1] | 5,142,001 | |
Fair value of consideration transferred | 5,142,001 | ||
Cash | 13,328 | ||
Total assets acquired | 13,328 | ||
Accounts payable and accrued expenses | 114,725 | ||
Total liabilities assumed | 114,725 | ||
Total identifiable net liabilities | (101,397) | ||
Amount to allocate to intangible asset and goodwill | 5,243,398 | ||
Less: allocation for identifiable intangible asset (intellectual property) | 2,299,524 | ||
Less: allocation for goodwill | 2,943,874 | $ 2,943,874 | |
Total intangible asset and goodwill | |||
[1]Fair value of common stock issued was determined based upon recent cash offerings with third parties. |
Schedule of Assets and Liabil_2
Schedule of Assets and Liabilities Effective on Acquisition (Details) (Parenthetical) - Open Locker Inc [Member] | 12 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Business Acquisition [Line Items] | |
Number of shares issued | shares | 12,500,002 |
Stock price per share | $ / shares | $ 0.41 |
Acquisition and Pro Forma Fin_3
Acquisition and Pro Forma Financial Information for Open Locker, Inc. (Details Narrative) - USD ($) | May 31, 2022 | Jan. 31, 2023 | Jul. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,943,874 | $ 2,943,874 | |
Open Locker Inc [Member] | |||
Business Acquisition [Line Items] | |||
Share price | $ 0.41 | ||
Goodwill | $ 2,943,874 | $ 2,943,874 | |
Share Exchange Agreement [Member] | Open Locker Inc [Member] | |||
Business Acquisition [Line Items] | |||
Stock issued during period shares acquisitions | 12,500,002 | ||
Stock issued during period value acquisitions | $ 5,142,001 | ||
Share price | $ 0.41 | ||
Business acquisition percentage of voting interests acquired | 100% |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2023 | Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 2,299,524 | |
Estimated useful life (years) | 7 years | |
Accumulated amortization | $ 219,004 | |
Net carrying amount | $ 2,080,520 |
Schedule of Intangible Asset, E
Schedule of Intangible Asset, Estimated Amortization Expense (Details) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (6 months) | $ 164,252 | |
2024 | 328,503 | |
2025 | 328,503 | |
2026 | 328,503 | |
2027 | 328,503 | |
Thereafter | 602,256 | |
Total | $ 2,080,520 |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 82,126 | $ 164,252 |
Schedule of Stock Option (Detai
Schedule of Stock Option (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jan. 31, 2023 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of options, beginning outstanding balance | 864,489 | ||
Weighted average exercise price, beginning balance | $ 0.14 | ||
Aggregate intrinsic value outstanding, beginning balance | $ 479,539 | ||
Weighted average grant date fair value, outstanding beginning | |||
Number of options, beginning exercisable balance | 864,489 | ||
Weighted average exercise price, exercisable, beginning balance | $ 0.14 | ||
Aggregate intrinsic value exercisable, beginning balance | $ 479,539 | ||
Weighted average grant date fair value, exercisable beginning | |||
Number of options, granted | 1,478,050 | 1,478,050 | 864,489 |
Weighted average exercise price, granted | $ 0.14 | ||
Aggregate intrinsic value, granted | |||
Weighted average grant date fair value, granted | $ 0.68 | $ 0.14 | |
Number of options, exercised | |||
Weighted average exercise price, exercised | |||
Aggregate intrinsic value, exercised | |||
Weighted average grant date fair value, exercised | |||
Number of options, cancelled/Forfeited | |||
Weighted average exercise price, cancelled/Forfeited | |||
Aggregate intrinsic value, cancelled/Forfeited | |||
Weighted average grant date fair value, cancelled/forfeited | |||
Weighted average remaining contractual term (years), outstanding ending | 9 years 5 months 23 days | 9 years 10 months 2 days | |
Weighted average remaining contractual term (years), exercisable ending | 9 years 5 months 4 days | 9 years 10 months 2 days | |
Number of options, ending outstanding balance | 2,342,539 | 864,489 | |
Weighted average exercise price, ending balance | $ 0.49 | $ 0.14 | |
Aggregate intrinsic value outstanding, ending balance | $ 261,688 | $ 479,539 | |
Weighted average grant date fair value, outstanding ending | |||
Number of options, ending exercisable balance | 1,480,343 | 864,489 | |
Weighted average exercise price, exercisable, ending balance | $ 0.38 | $ 0.14 | |
Aggregate intrinsic value exercisable, ending balance | $ 261,688 | $ 479,539 | |
Weighted average grant date fair value, exercisable ending | |||
Number of options, ending unvested balance | 862,196 | ||
Weighted average exercise price, unvested, ending balance | $ 0.70 | ||
Weighted average remaining contractual term (years), unvested ending | 9 years 6 months 21 days | ||
Aggregate intrinsic value unvested, ending balance | |||
Weighted average grant date fair value, unvested ending |
Schedule of Stock Option Fair V
Schedule of Stock Option Fair Value (Details) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected term (years) | 5 years | 5 years |
Expected volatility | 274% | |
Expected dividends | 0% | 0% |
Risk free interest rate | 2.98% | |
Expected volatility, minimum | 275% | |
Expected volatility, maximum | 276% | |
Risk free interest rate, minimum | 2.85% | |
Risk free interest rate, maximum | 2.98% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,478,050 | 1,478,050 | 864,489 | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 0.40 | $ 0.40 | ||
Fair value, options granted | $ 1,003,002 | $ 534,466 | ||
Compensation expense | 417,917 | $ 0 | ||
Unvested compensation expense | $ 585,085 | |||
Weighted average remaining contractual term (years), outstanding ending | 6 months | |||
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.12 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease - right-of-use asset - non-current | $ 1,954 | $ 3,630 |
Operating lease liability | $ 3,409 | $ 6,207 |
Weighted-average remaining lease term (years) | 6 months 29 days | 1 year 29 days |
Weighted-average discount rate | 8% | 8% |
Amortization of right-of-use operating lease asset | $ 1,676 | $ 559 |
Lease liability expense in connection with obligation repayment | 202 | 92 |
Total operating lease costs | 1,878 | 651 |
Operating cash outflows from operating lease (obligation payment) | 2,798 | 908 |
Right-of-use asset obtained in exchange for new operating lease liability | $ 4,189 |
Schedule of Minimum Lease Payme
Schedule of Minimum Lease Payments (Details) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (6 Months) | $ 3,000 | |
2024 | 500 | |
Total undiscounted cash flows | 3,500 | |
Less: amount representing interest | (91) | |
Present value of operating lease liability | 3,409 | $ 6,207 |
Less: current portion of operating lease liability | (3,409) | (5,710) |
Long-term operating lease liability | $ 497 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | 15 Months Ended | |
May 31, 2022 | Jan. 31, 2023 | Jul. 31, 2022 | Aug. 31, 2023 | |
Operating Lease, Expense | $ 500 | |||
Operating lease payments | $ 2,798 | $ 908 | ||
Forecast [Member] | ||||
Operating lease payments | $ 7,500 |