Cover
Cover - USD ($) | 12 Months Ended | |||
Jul. 31, 2023 | Nov. 01, 2023 | Jan. 31, 2023 | ||
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Jul. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
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 | [1] | DE | ||
Entity Address, Address Line One | 1700 Palm Beach Lakes Blvd. | |||
Entity Address, Address Line Two | Suite 820 | |||
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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 Public Float | $ 15,688,758 | |||
Entity Common Stock, Shares Outstanding | 41,379,650 | |||
Documents Incorporated by Reference [Text Block] | None | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Name | Hudgens CPA, PLLC | |||
Auditor Firm ID | 6849 | |||
Auditor Location | Houston, Texas | |||
[1]Formerly known as Descrypto Holdings, Inc., entity changed name on December 5, 2022. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Current Assets | ||
Cash | $ 15,539 | $ 607,135 |
Accounts receivable | 8,000 | |
Total Current Assets | 23,539 | 607,135 |
Website - net | 2,901 | 6,069 |
Other Assets | ||
Operating lease - right-of-use asset - related party | 278 | 3,630 |
Investment | 15,000 | |
Intangible asset - net | 2,244,773 | |
Goodwill | 2,943,874 | |
Total Other Assets | 278 | 5,207,277 |
Total Assets | 26,718 | 5,820,481 |
Current Liabilities | ||
Accounts payable and accrued expenses | 113,846 | 95,165 |
Deferred revenue | 10,050 | |
Operating lease liability - related party | 498 | 5,710 |
Total Current Liabilities | 124,394 | 100,875 |
Operating lease liability - related party | 497 | |
Total Liabilities | 124,394 | 101,372 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Series A, convertible preferred stock - $0.0001 par value, 200,000 shares authorized, 58,415 and 35,520 shares issued and outstanding, respectively | 5 | 4 |
Common stock - $0.0001 par value, 10,000,000,000 shares authorized, 40,675,006 and 38,382,506 shares issued and outstanding, respectively | 4,071 | 3,839 |
Additional paid-in capital | 10,032,335 | 8,423,421 |
Accumulated deficit | (10,134,087) | (2,708,155) |
Total Stockholders’ Equity (Deficit) | (97,676) | 5,719,109 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 26,718 | $ 5,820,481 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 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 | 40,675,006 | 38,382,506 |
Common stock, shares outstanding | 40,675,006 | 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 | 58,415 | 35,520 |
Preferred stock, shares outstanding | 58,415 | 35,520 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Revenues | ||
Total revenues | $ 81,179 | $ 208 |
Cost of goods sold | 32,652 | |
Gross loss | 48,527 | 208 |
Operating expenses | ||
Software development | 247,181 | 46,667 |
General and administrative expenses | 2,351,156 | 2,447,758 |
Total operating expenses | 2,598,337 | 2,494,425 |
Income (loss) from operations | (2,549,810) | (2,494,217) |
Other income (expense) | ||
Impairment of investment | (15,000) | |
Impairment of intangible assets | (1,916,270) | |
Impairment of goodwill | (2,943,874) | |
Loss on debt extinguishment - related parties | (52,094) | |
Interest expense - related party | (978) | (10,403) |
Total other income (expense) - net | (4,876,122) | (62,497) |
Net income (loss) | $ (7,425,932) | $ (2,556,714) |
Income (loss) per share - basic | $ (0.19) | $ (0.02) |
Income (loss) per share - diluted | $ (0.19) | $ (0.02) |
Weighted average number of shares outstanding - basic | 39,403,828 | 141,389,889 |
Weighted average number of shares outstanding - diluted | 39,403,828 | 141,389,889 |
Collectibles [Member] | ||
Revenues | ||
Total revenues | $ 55,729 | $ 208 |
Sponsorship [Member] | ||
Revenues | ||
Total revenues | $ 25,450 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2021 | $ 25,937 | $ (30,993) | $ (151,441) | $ (156,497) | |
Beginning balance, shares at Jul. 31, 2021 | 259,376,620 | ||||
Series A preferred stock issued for common stock - related parties | $ 18 | $ (17,760) | 17,742 | ||
Series A preferred stock issued for common stock - related parties, shares | 177,600 | (177,600,382) | |||
Stock issued for cash | $ 18,296 | 809,800 | 828,096 | ||
Stock issued for cash, shares | 182,978,736 | ||||
Recognition of stock based compensation | 3,605,772 | 3,606,040 | |||
Forgiveness of notes payable and accrued interest - related parties | 155,743 | 155,743 | |||
Net loss | (2,556,714) | (2,556,714) | |||
Share buy-backs | $ (14) | $ (24,079) | 23,155 | (938) | |
Share buy-backs, shares | (142,080) | (240,814,962) | |||
Stock issued in conversion of notes payable and accrued interest - related parties | $ 14 | 106,260 | 106,274 | ||
Stock issued in conversion of notes payable and accrued interest - related parties, shares | 135,450 | ||||
Stock issued for services and true up of previously recognized compensation | $ 181 | (1,404,809) | (1,404,896) | ||
Stock issued for services and true up of previously recognized compensation, shares | 1,807,042 | ||||
Acquisition of Open Locker, Inc. | $ 1,250 | 5,140,751 | 5,142,001 | ||
Acquisition of Open Locker, Inc., shares | 12,500,002 | ||||
Ending balance, value 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 | |||
Series A preferred stock issued for common stock - related parties | $ 1 | 15,263 | 15,264 | ||
Series A preferred stock issued for common stock - related parties, shares | 22,895 | ||||
Stock issued for cash | $ 166 | 369,834 | 370,000 | ||
Stock issued for cash, shares | 1,637,500 | ||||
Stock issued for services | $ 66 | 302,284 | 302,350 | ||
Stock issued for services, shares | 655,000 | ||||
Recognition of stock based compensation | 919,417 | 919,417 | |||
Forgiveness of notes payable and accrued interest - related parties | 2,116 | 2,116 | |||
Net loss | (7,425,932) | (7,425,932) | |||
Ending balance, value at Jul. 31, 2023 | $ 5 | $ 4,071 | $ 10,032,335 | $ (10,134,087) | $ (97,676) |
Ending balance, shares at Jul. 31, 2023 | 58,415 | 40,675,006 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Operating activities | ||
Net loss | $ (7,425,932) | $ (2,556,714) |
Adjustments to reconcile net loss to net cash used in operations | ||
Amortization - intangible asset (intellectual property) | 328,503 | 54,751 |
Amortization - website | 3,168 | 3,376 |
Amortization of operating lease right-of-use asset - related party | 3,352 | 559 |
Impairment of investment | 15,000 | |
Impairment of intangible assets | 1,916,270 | |
Impairment of goodwill | 2,943,874 | |
Recognition of stock-based compensation | 919,417 | 3,606,040 |
Stock issued for services | 302,350 | (1,404,896) |
Loss on debt extinguishment - related parties | 52,094 | |
(Increase) decrease in | ||
Accounts receivable | (8,000) | |
Increase (decrease) in | ||
Accounts payable and accrued expenses | 18,681 | (34,060) |
Accounts payable and accrued expenses - related parties | (6,769) | |
Deferred revenue | 10,050 | |
Operating lease liability - related party | (5,709) | (908) |
Net cash used in operating activities | (978,976) | (286,527) |
Investing activities | ||
Cash acquired in acquisition of Open Locker, Inc. | 13,326 | |
Net cash provided by investing activities | 13,326 | |
Financing activities | ||
Stock issued for cash - preferred stock - related parties | 15,264 | |
Collection of stock subscription receivable | ||
Stock issued for cash - common stock | 370,000 | 828,096 |
Contributed capital - related parties | 2,116 | |
Cash paid for share common stock and preferred stock redemptions | (938) | |
Net cash provided by financing activities | 387,380 | 827,158 |
Net increase (decrease) in cash | (591,596) | 553,957 |
Cash - beginning of year | 607,135 | 53,178 |
Cash - end of year | 15,539 | 607,135 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 978 | |
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of Series A, preferred stock into common stock | 17,760 | |
Acquisition of Open Locker, Inc. | 5,142,001 | |
Forgiveness of notes payable and accrued interest - related parties | 155,743 | |
Stock issued in conversion of notes payable and accrued interest - related parties | $ 54,180 |
Organization, Nature of Operati
Organization, Nature of Operations and Going Concern | 12 Months Ended |
Jul. 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 OpenLocker, Inc. (collectively “OpenLocker,” “we,” “us,” “our” or the “Company”) is dedicated to offering marketing solutions for collegiate and professional sports organizations and athletes to deepen fan engagement through innovative collectibles, membership rewards, exclusive events and experiences. The OpenLocker mission is to empower athletes by monetizing their Name, Image and Likeness (“NIL”) with autographed collectibles, meaningful fan experiences and partnerships with local merchants, regional and national brands. OpenLocker has active fan communities at the University of Florida (Gataverse), Florida Atlantic University (PowerOwls Club) and Radford University (RowdyRedz) and is focusing on building club membership rewards programs. By partnering with local businesses as well as regional and national brands who can offer perks and rewards to community members, OpenLocker is able to create demand and further engage fans and the local community. OpenLocker is also in discussions with NIL collectives, communities focused on raising funds for school-specific NIL fundraising efforts, that are interested in offering membership rewards programs to their target audiences. The Company is also in discussions with national brands who are interested in leveraging their relationships with student-athletes to create social media influencer campaigns and build customer loyalty programs. OpenLocker’s current revenue model includes (i) sales on the OpenLocker platform, (ii) sponsorship and advertising, and (iii) service fees for creative design work, development and product fulfillment services. 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. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 Open Locker, Inc. on May 31, 2022. 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 year ended July 31, 2023, the Company had: ● Net loss of $ 7,425,932 ● Net cash used in operations of $ 978,976 Additionally, at July 31, 2023, the Company had: ● Accumulated deficit of $ 10,134,087 ● Stockholders’ deficit of $ 97,676 ● Working capital deficit of $ 100,855 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 15,539 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 July 31, 2023, 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. 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 | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying 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”) OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. 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. 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. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 July 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. 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 July 31, 2023 and 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 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 Investment The Company owns 150,000 15,000 0.10 During the year ended July 31, 2023, the Company determined that the value of the investment was non-recoverable and has recorded an impairment loss of $ 15,000 Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually (July 31) 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 year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), goodwill of $ 2,943,874 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. During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ 1,916,270 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 years ended July 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 years ended July 31, 2023 and 2022, respectively. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 JULY 31, 2023 AND 2022 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 10. Revenue Recognition OpenLocker generates revenue from two main sources, our collectibles and sponsorship revenues. 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 a digital access pass or sale of a sponsorship to its customer (final or ultimate end-user purchaser/collector). Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party. Collectibles 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 a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 Payments from customers (all paid in cash) are received as follows: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and ● PayPal payments are received same day Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions. Sponsorships The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets. At July 31, 2023 and 2022, the Company had contract liabilities of $ 10,050 0 For the years ended July 31, 2023 and 2022, the Company recognized $ 25,450 0 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 The following represents the Company’s disaggregation of revenues for the years ended July 31, 2023 and 2022: Schedule of Disaggregation of Revenue Year Ended July 31, 2023 2022 Revenues Revenue % of Revenues Revenue % of Revenues Collectibles $ 55,729 69 % $ 208 100 % Sponsorship 25,450 31 % - 0 % Total Revenues $ 81,179 100 % $ 208 100 % Cost of Goods Sold Cost of goods sold primarily include web development and graphic design 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 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 years ended July 31, 2023 and 2022, the Company expensed $ 247,181 46,667 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 July 31, 2023 and 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 years ended July 31, 2023 and 2022, respectively. 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 years ended July 31, 2023 and 2022, the Company expensed $ 131,384 16,722 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. 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. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 For the years ended July 31, 2023 and 2022, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities July 31, 2023 July 31, 2022 Series A, convertible preferred stock (1 to 1,000 into common stock) 58,415,000 35,520,000 Series A, convertible preferred stock ( 1 1,000 58,415,000 35,520,000 Stock options (exercise prices $ 0.12 0.70 2,219,368 864,489 Warrants (exercise price $ 1 1,425,000 - Total common stock equivalents 62,059,368 36,384,489 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. Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASUs”) to the ASC Codification. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued 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. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows. |
Website
Website | 12 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Website | Note 3 – Website The Company’s website consisted of the following: Schedule of Company’s Website Estimated Useful July 31, 2023 July 31, 2022 Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 7,935 4,767 Website - net $ 2,901 $ 6,069 Amortization expense for the years ended July 31, 2023 and 2022 was $ 3,168 3,376 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 JULY 31, 2023 AND 2022 |
Notes Payable _ Related Parties
Notes Payable – Related Parties and Debt Forgiveness | 12 Months Ended |
Jul. 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 July 31, 2022: 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 JULY 31, 2023 AND 2022 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 5 – Stockholders’ Equity (Deficit) The Company has two (2) classes of stock at July 31, 2023 and 2022: Class A Common Stock - 10,000,000,000 - Par value - $ 0.0001 - Voting at 1 vote per share Series A Preferred Stock - 200,000 - 58,415 35,520 - Par value - $ 0.0001 - Conversion ratio – 1 1,000 58,415,000 35,520,000 - 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 Year Ended July 31, 2023 Stock Issued for Cash – Related Parties The Company issued 22,895 15,264 0.6667 Stock Issued for Cash The Company issued 1,637,500 370,000 0.20 0.40 Also see Note 9 for warrants issued in connection with the sale of certain common stock units, which consisted of 1,425,000 1,425,000 Stock Issued for Services The Company issued 655,000 302,350 0.35 0.498 Contributed Capital – Related Parties Certain officers and directors contributed $ 2,116 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 Equity Transactions for the Year Ended July 31, 2022 Preferred Stock Buy-Backs The Company agreed to repurchase common stock from certain shareholders. The Company purchased 142,080 0.0001 3 Common Stock Buy-Backs The Company agreed to repurchase common stock from certain shareholders. The Company purchased 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 54,180 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 JULY 31, 2023 AND 2022 Stock Issued for Services On July 30, 2021, the Company entered into an employment agreement with an officer of the Company to grant 0.5% 1,296,883 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 |
Acquisition and Pro Forma Finan
Acquisition and Pro Forma Financial Information for Open Locker, Inc. | 12 Months Ended |
Jul. 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 valuation of the stock issuance and related allocation to goodwill and identifiable intangible assets (intellectual property) was based upon an independent third-party valuation (which contains the methodologies and assumptions). The valuation used a discounted cash flow model and the Multiple Period Excess Earnings Method. This valuation was necessary as the Company was not operating in an active market where. 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 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 JULY 31, 2023 AND 2022 The table below summarizes the 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 Common stock ( 12,500,002 0.41 $ 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 an independent third party valuation. 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. During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), goodwill of $ 2,943,874 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
Intangible Asset
Intangible Asset | 12 Months Ended |
Jul. 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 believed the intellectual property was and still is critical to the success of the business going forward. However, during the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ 1,916,270 The Company’s intangible asset is as follows: Schedule of Intangible Assets Estimated Useful July 31, 2023 July 31, 2022 Life (Years) Gross carrying amount $ 2,299,524 $ - 7 Less: Accumulated amortization 383,254 - Less: Impairment 1,916,270 - Net carrying amount $ - $ - Amortization expense for the years ended July 31, 2023 and 2022 was $ 328,503 54,751 |
Stock Options
Stock Options | 12 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 8 – Stock Options Stock option transactions under the Company’s Plan for the years ended July 31, 2023 and 2022 are summarized as follows: Schedule of Stock Option Stock Options Number of Options Weighted Weighted Aggregate Weighted 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 - July 31, 2023 2,342,539 $ 0.49 8.98 $ 142,029 $ - Exercisable - July 31, 2023 2,219,368 $ 0.48 8.98 $ 142,029 $ - Unvested - July 31, 2023 123,171 $ 0.70 9.06 $ - $ - Year Ended July 31, 2023 In September 2022, the Company granted 1,478,050 0.40 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 JULY 31, 2023 AND 2022 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 for the year ended July 31, 2023 was $ 919,417 At July 31, 2023, the Company had unvested compensation expense of $ 83,585 Year Ended July 31, 2022 During the year ended July 31, 2022, the Company granted 864,489 10 0.12 0.40 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 JULY 31, 2023 AND 2022 |
Warrants
Warrants | 12 Months Ended |
Jul. 31, 2023 | |
Warrants | |
Warrants | Note 9 – Warrants Warrant activity for the years ended July 31, 2023 and 2022 are summarized as follows: Schedule of Warrants Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding - July 31, 2022 - $ - - $ - Exercisable - July 31, 2022 - $ - - $ - Granted 1,425,000 $ 1.00 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Exercisable - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Warrant Transactions for the Year Ended July 31, 2023 Warrants Issued with Common Stock During 2023, the Company sold 1,425,000 285,000 0.20 In connection with the sale of these units, the investors also received 1,425,000 5 1 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – 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 has an initial term of two ( 2 500 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 Beginning September 1, 2023, the lease was renewed under the same terms on a month-to-month basis. The Company is leasing the office space from a family member of OL’s Chief Executive Officer. At July 31, 2023 and 2022, the Company had no financing leases as defined in ASC 842, “Leases.” OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 The tables below present information regarding the Company’s operating lease assets and liabilities at July 31, 2023 and 2022: Schedule of Operating Lease Assets and Liabilities July 31, 2023 July 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 278 $ 3,630 Liabilities Operating lease liability $ 498 $ 6,207 Weighted-average remaining lease term (years) 0.08 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 $ 3,352 $ 559 Lease liability expense in connection with obligation repayment 259 92 Total operating lease costs $ 3,611 $ 651 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 5,710 $ 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 JULY 31, 2023 AND 2022 Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at July 31, 2023 were as follows: Schedule of Minimum Lease Payments 2024 500 Total undiscounted cash flows 500 Less: amount representing interest (2 ) Present value of operating lease liability 498 Less: current portion of operating lease liability (498 ) Long-term operating lease liability $ - Student Athlete Licensing Agreements The Company has entered into several agreements with student athletes related to the sale of NFT 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 July 31, 2023 and 2022, respectively, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes The Company’s tax expense differs from the “expected” tax expense for the period (computed by applying the blended corporate rate and state tax rates of 24.52% Schedule of Income Taxes July 31, 2023 July 31, 2022 Federal income tax benefit - 20.06% $ (1,490,000 ) $ (513,000 ) State income tax - 4.46% (331,000 ) (114,000 ) Non-deductible items 1,195,000 13,000 Subtotal (626,000 ) (614,000 ) Change in valuation allowance 626,000 614,000 Income tax benefit $ - $ - OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at July 31, 2023 and 2022, respectively, are approximately as follows: Schedule of Deferred Tax Assets and Liabilities July 31, 2023 July 31, 2022 Amortization of intangible asset $ (68,000 ) $ (13,000 ) Amortization of website - (1,000 ) Amortization of ROU lease (1,000 ) - Share based payments 240,000 (540,000 ) Net operating loss carryforwards (341,000 ) (98,000 ) Total deferred tax assets (170,000 ) (652,000 ) Less: valuation allowance 170,000 652,000 Net deferred tax asset recorded $ - $ - Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 During the year ended July 31, 2023, the valuation allowance increased by approximately $ 485,000 At July 31, 2023, the Company has federal and state net operating loss carryforwards, which are available to offset future taxable income, of approximately $ 1,379,000 338,000 The Company is in the process of analyzing their NOL and has not determined if the Company has had any change of control issues that could limit the future use of these NOL’s. NOL carryforwards that were generated after 2017 may only be used to offset 80% of taxable income and are carried forward indefinitely. NOL’s generated prior to December 31, 2017 expire through 2037 These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three- year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, are not expected to impact the Company’s effective tax rate. The Company files corporate income tax returns in the United States and State of Florida jurisdictions. Due to the Company’s net operating loss posture, all tax years are open and subject to income tax examination by tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At July 31, 2023 and 2022, respectively, there are no unrecognized tax benefits, and there were no significant accruals for interest related to unrecognized tax benefits or tax penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Subsequent to July 31, 2023, the Company reflects the following: Note Payable In August 2023, the Company executed a note payable with a third party for $ 150,000 10% Notes Payable – Related Parties In August 2023, the Company executed notes payable with certain officers and directors for $ 80,000 10% Stock Issued for Services The Company issued 704,644 202,678 0.2479 0.44 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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”) OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
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 which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. |
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. |
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. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 July 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. 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 July 31, 2023 and 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 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
Investment | Investment The Company owns 150,000 15,000 0.10 During the year ended July 31, 2023, the Company determined that the value of the investment was non-recoverable and has recorded an impairment loss of $ 15,000 |
Goodwill and Impairment | Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually (July 31) 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 year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), goodwill of $ 2,943,874 |
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. During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ 1,916,270 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
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 years ended July 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 years ended July 31, 2023 and 2022, respectively. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
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 JULY 31, 2023 AND 2022 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 10. |
Revenue Recognition | Revenue Recognition OpenLocker generates revenue from two main sources, our collectibles and sponsorship revenues. 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 a digital access pass or sale of a sponsorship to its customer (final or ultimate end-user purchaser/collector). Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party. Collectibles 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 a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 Payments from customers (all paid in cash) are received as follows: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and ● PayPal payments are received same day Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions. Sponsorships The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets. At July 31, 2023 and 2022, the Company had contract liabilities of $ 10,050 0 For the years ended July 31, 2023 and 2022, the Company recognized $ 25,450 0 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 The following represents the Company’s disaggregation of revenues for the years ended July 31, 2023 and 2022: Schedule of Disaggregation of Revenue Year Ended July 31, 2023 2022 Revenues Revenue % of Revenues Revenue % of Revenues Collectibles $ 55,729 69 % $ 208 100 % Sponsorship 25,450 31 % - 0 % Total Revenues $ 81,179 100 % $ 208 100 % |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold primarily include web development and graphic design costs. |
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 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 years ended July 31, 2023 and 2022, the Company expensed $ 247,181 46,667 OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
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 July 31, 2023 and 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 years ended July 31, 2023 and 2022, respectively. |
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 years ended July 31, 2023 and 2022, the Company expensed $ 131,384 16,722 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 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 |
Stock Warrants | Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. |
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. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 For the years ended July 31, 2023 and 2022, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities July 31, 2023 July 31, 2022 Series A, convertible preferred stock (1 to 1,000 into common stock) 58,415,000 35,520,000 Series A, convertible preferred stock ( 1 1,000 58,415,000 35,520,000 Stock options (exercise prices $ 0.12 0.70 2,219,368 864,489 Warrants (exercise price $ 1 1,425,000 - Total common stock equivalents 62,059,368 36,384,489 |
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. |
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 Codification. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued 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. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2023 AND 2022 |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows. |
Organization, Nature of Opera_2
Organization, Nature of Operations and Going Concern (Tables) | 12 Months Ended |
Jul. 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 Open Locker, Inc. on May 31, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the years ended July 31, 2023 and 2022: Schedule of Disaggregation of Revenue Year Ended July 31, 2023 2022 Revenues Revenue % of Revenues Revenue % of Revenues Collectibles $ 55,729 69 % $ 208 100 % Sponsorship 25,450 31 % - 0 % Total Revenues $ 81,179 100 % $ 208 100 % |
Schedule of Potentially Dilutive Equity Securities | For the years ended July 31, 2023 and 2022, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities July 31, 2023 July 31, 2022 Series A, convertible preferred stock (1 to 1,000 into common stock) 58,415,000 35,520,000 Series A, convertible preferred stock ( 1 1,000 58,415,000 35,520,000 Stock options (exercise prices $ 0.12 0.70 2,219,368 864,489 Warrants (exercise price $ 1 1,425,000 - Total common stock equivalents 62,059,368 36,384,489 |
Website (Tables)
Website (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Company’s Website | The Company’s website consisted of the following: Schedule of Company’s Website Estimated Useful July 31, 2023 July 31, 2022 Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 7,935 4,767 Website - net $ 2,901 $ 6,069 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties and Debt Forgiveness (Tables) | 12 Months Ended |
Jul. 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 July 31, 2022: 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) | 12 Months Ended |
Jul. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets and Liabilities Effective on Acquisition | The table below summarizes the 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 Common stock ( 12,500,002 0.41 $ 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 an independent third party valuation. |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible asset is as follows: Schedule of Intangible Assets Estimated Useful July 31, 2023 July 31, 2022 Life (Years) Gross carrying amount $ 2,299,524 $ - 7 Less: Accumulated amortization 383,254 - Less: Impairment 1,916,270 - Net carrying amount $ - $ - |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option | Stock option transactions under the Company’s Plan for the years ended July 31, 2023 and 2022 are summarized as follows: Schedule of Stock Option Stock Options Number of Options Weighted Weighted Aggregate Weighted 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 - July 31, 2023 2,342,539 $ 0.49 8.98 $ 142,029 $ - Exercisable - July 31, 2023 2,219,368 $ 0.48 8.98 $ 142,029 $ - Unvested - July 31, 2023 123,171 $ 0.70 9.06 $ - $ - |
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 % Year Ended July 31, 2022 Expected term (years) 5 Expected volatility 275% 276 % Expected dividends 0 % Risk free interest rate 2.85% 2.98 % |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Warrants | |
Schedule of Warrants | Warrant activity for the years ended July 31, 2023 and 2022 are summarized as follows: Schedule of Warrants Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding - July 31, 2022 - $ - - $ - Exercisable - July 31, 2022 - $ - - $ - Granted 1,425,000 $ 1.00 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Exercisable - July 31, 2023 1,425,000 $ 1.00 4.66 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 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 July 31, 2023 and 2022: Schedule of Operating Lease Assets and Liabilities July 31, 2023 July 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 278 $ 3,630 Liabilities Operating lease liability $ 498 $ 6,207 Weighted-average remaining lease term (years) 0.08 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 $ 3,352 $ 559 Lease liability expense in connection with obligation repayment 259 92 Total operating lease costs $ 3,611 $ 651 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 5,710 $ 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 July 31, 2023 were as follows: Schedule of Minimum Lease Payments 2024 500 Total undiscounted cash flows 500 Less: amount representing interest (2 ) Present value of operating lease liability 498 Less: current portion of operating lease liability (498 ) Long-term operating lease liability $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Schedule of Income Taxes July 31, 2023 July 31, 2022 Federal income tax benefit - 20.06% $ (1,490,000 ) $ (513,000 ) State income tax - 4.46% (331,000 ) (114,000 ) Non-deductible items 1,195,000 13,000 Subtotal (626,000 ) (614,000 ) Change in valuation allowance 626,000 614,000 Income tax benefit $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at July 31, 2023 and 2022, respectively, are approximately as follows: Schedule of Deferred Tax Assets and Liabilities July 31, 2023 July 31, 2022 Amortization of intangible asset $ (68,000 ) $ (13,000 ) Amortization of website - (1,000 ) Amortization of ROU lease (1,000 ) - Share based payments 240,000 (540,000 ) Net operating loss carryforwards (341,000 ) (98,000 ) Total deferred tax assets (170,000 ) (652,000 ) Less: valuation allowance 170,000 652,000 Net deferred tax asset recorded $ - $ - |
Schedule of Subsidiary (Details
Schedule of Subsidiary (Details) | 12 Months Ended | |
Jul. 31, 2023 | ||
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 Open Locker, Inc. on May 31, 2022. |
Organization, Nature of Opera_3
Organization, Nature of Operations and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net loss | $ 7,425,932 | $ 2,556,714 | |
Net cash provided by used in operating activities | 978,976 | 286,527 | |
Accumulated deficit | 10,134,087 | 2,708,155 | |
Stockholders' equity | 97,676 | (5,719,109) | $ 156,497 |
Working capital | 100,855 | ||
Cash | $ 15,539 | $ 607,135 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Product Information [Line Items] | ||
Total Revenues | $ 81,179 | $ 208 |
Percentage of revenue | 100% | 100% |
NFTs And Commissions [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 55,729 | $ 208 |
Percentage of revenue | 69% | 100% |
Sponsorship [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 25,450 | |
Percentage of revenue | 31% | 0% |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Equity Securities (Details) - shares | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 62,059,368 | 36,384,489 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 58,415,000 | 35,520,000 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 2,219,368 | 864,489 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 1,425,000 |
Schedule of Potentially Dilut_2
Schedule of Potentially Dilutive Equity Securities (Details) (Parenthetical) - $ / shares | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | ||
Warrant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants exercise price | 1 | |
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] | ||
Conversion stock shares converted | 1,000 | |
Series A Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion stock shares converted | 1 | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
FDIC amount | $ 250,000 | |
Impairment loss | 15,000 | |
Goodwill impairment | 2,943,874 | |
Impairment of intangible assets | 1,916,270 | |
Contract liabilities | 10,050 | 0 |
Sponsorship revenue | $ 81,179 | $ 208 |
Estimated useful life | 3 years | 3 years |
Software development cost | $ 247,181 | $ 46,667 |
Advertising costs | $ 131,384 | 16,722 |
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 | $ 247,181 | 46,667 |
Sponsorship [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sponsorship revenue | $ 25,450 | |
iGrow Systems Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment owned balance, shares | 150,000 | |
Investment owned at cost | $ 15,000 | |
Share price | $ 0.10 |
Schedule of Company_s Website (
Schedule of Company’s Website (Details) - USD ($) | Jul. 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 | $ 7,935 | $ 4,767 |
Website - net | $ 2,901 | $ 6,069 |
Website (Details Narrative)
Website (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Amortization expense | $ 3,168 | $ 3,376 |
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 Payable 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 Payable 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 Payable 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 ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jun. 28, 2022 | |
Debt Instrument [Line Items] | |||
Principal and accrued interest amount | $ 155,743 | ||
Number of shares issued value | 106,274 | ||
Loss on debt extinguishment | 52,094 | ||
Related Party [Member] | |||
Debt Instrument [Line Items] | |||
Principal and accrued interest amount | $ 54,180 | ||
Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Number of shares issued | 135,450 | ||
Number of shares issued value | $ 14 | ||
Common Stock [Member] | Related Party [Member] | |||
Debt Instrument [Line Items] | |||
Number of shares issued | 135,450 | ||
Minimum [Member] | Investors [Member] | |||
Debt Instrument [Line Items] | |||
Due from related parties, current | $ 200,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 30, 2021 | Sep. 30, 2022 | Jan. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
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 | |||
Dilutive equity securities shares | 62,059,368 | 36,384,489 | |||
Stock issued during period value new issues | $ 370,000 | $ 828,096 | |||
Issued price per share | $ 0.40 | $ 0.40 | |||
Stock issued during period value new issues | $ 4,071 | $ 3,839 | |||
Number of warrants issued | 1,425,000 | ||||
Common stock issued for services | $ 302,350 | ||||
Redeemed Share amount | (938) | ||||
Number of shares issued | 106,274 | ||||
Conversion of notes payable | 54,180 | ||||
Loss on debt extinguishment | 52,094 | ||||
Forgiveness of notes payable and accrued interest | $ 112,167 | ||||
Outstanding common stock | 1,478,050 | 1,478,050 | 864,489 | ||
Compensation expense | $ 919,417 | $ 3,606,040 | |||
General and Administrative Expense [Member] | |||||
Class of Stock [Line Items] | |||||
Compensation expense | $ 1,545,936 | ||||
Note Payble Related Party One [Member] | |||||
Class of Stock [Line Items] | |||||
Principal amount | 112,167 | ||||
Accrued interest | $ 43,576 | ||||
Officer One [Member] | Employment Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Outstanding common stock percentage | 0.50% | ||||
Outstanding common stock | 1,296,883 | ||||
Officer [Member] | Employment Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock issued for services, shares | 1,645,042 | ||||
Common stock issued for services | $ 1,525,637 | ||||
Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Issued price per share | $ 0.12 | ||||
Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Issued price per share | $ 0.40 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion stock shares converted | 1,000 | ||||
Number of shares issued | 1,637,500 | 182,978,736 | |||
Stock issued during period value new issues | $ 166 | $ 18,296 | |||
Stock issued during period value new issues | $ 370,000 | ||||
Common stock issued for services, shares | 655,000 | ||||
Common stock issued for services | $ 66 | ||||
Redeemed shares | 240,814,962 | ||||
Redeemed Share amount | $ (24,079) | ||||
Number of common stock issued, shares | 135,450 | ||||
Number of shares issued | $ 14 | ||||
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 | $ 0.20 | $ 0.70 | |||
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 | 0.87 | |||
Common Stock [Member] | Maximum [Member] | Shareholders [Member] | |||||
Class of Stock [Line Items] | |||||
Issued price per share | 0.000001 | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 1,425,000 | ||||
Stock issued during period value new issues | $ 285,000 | ||||
Issued price per share | $ 0.20 | ||||
Preferred Stock [Member] | Shareholders [Member] | |||||
Class of Stock [Line Items] | |||||
Issued price per share | $ 0.0001 | ||||
Redeemed shares | 142,080 | ||||
Redeemed Share amount | $ 3 | ||||
Officers and Directors [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 22,895 | ||||
Stock issued during period value new issues | $ 15,264 | ||||
Issued price per share | $ 0.6667 | ||||
Related party transaction expenses | $ 2,116 | ||||
Third Parties [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock issued for services, shares | 655,000 | ||||
Common stock issued for services | $ 302,350 | ||||
Third Parties [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Issued price per share | $ 0.35 | ||||
Third Parties [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Issued price per share | $ 0.498 | ||||
Related Party [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issued, shares | 135,450 | ||||
Debt Holders [Member] | Note Payable Related Party [Member] | |||||
Class of Stock [Line Items] | |||||
Forgiveness of notes payable and accrued interest | $ 155,743 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Dilutive equity securities shares | 58,415,000 | 35,520,000 | |||
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 | Voting at 1 vote per share | |||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
preferred stock, shares authorized | 200,000 | 200,000 | |||
Preferred stock, shares issued | 58,415 | 35,520 | |||
Preferred stock, shares outstanding | 58,415 | 35,520 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Conversion stock shares converted | 1 | 1 | |||
Preferred stock voting rights | Voting on an if converted basis of 1,000 votes per share | 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] | |||||
Stock issued during period value new issues | $ 8,880 | ||||
Issued price per share | $ 0.0001 | ||||
Number of preferred stock exchange | 88,800 | ||||
Series A Preferred Stock [Member] | Leone [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period value new issues | $ 8,880 | ||||
Issued price per share | $ 0.0001 | ||||
Number of preferred stock exchange | 88,800 | ||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period value new issues | |||||
Common stock issued for services | |||||
Redeemed shares | 142,080 | ||||
Redeemed Share amount | $ (14) | ||||
Number of shares issued | |||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion stock shares converted | 1,000 | 1,000 | |||
Common Stock [Member] | ACV [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 88,800,191 | ||||
Common Stock [Member] | Leone [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 88,800,191 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Effective Acquisition (Details) (Parenthetical) - $ / shares | May 31, 2022 | Sep. 30, 2022 | Jul. 31, 2022 |
Business Acquisition [Line Items] | |||
Shares issued price per share | $ 0.40 | $ 0.40 | |
Open Locker Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of common stock issued | 12,500,002 | ||
Shares issued price per share | $ 0.41 |
Schedule of Assets and Liabil_2
Schedule of Assets and Liabilities Effective on Acquisition (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2023 | ||
Business Acquisition [Line Items] | |||
Less: allocation for goodwill | $ 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 an independent third party valuation. |
Acquisition and Pro Forma Fin_3
Acquisition and Pro Forma Financial Information for Open Locker, Inc. (Details Narrative) - USD ($) | 12 Months Ended | |||
May 31, 2022 | Jul. 31, 2022 | Jul. 31, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Stock issued during period value acquisitions | $ 5,142,001 | |||
Share price | $ 0.40 | $ 0.40 | ||
Goodwill | $ 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 ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 2,299,524 | |
Estimated useful life (years) | 7 years | |
Less: Accumulated amortization | $ 383,254 | |
Less: Impairment | 1,916,270 | |
Net carrying amount |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets net of amortization | $ 1,916,270 | ||
Amortization expense | $ 328,503 | $ 54,751 |
Schedule of Stock Option (Detai
Schedule of Stock Option (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jul. 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 | 8 years 11 months 23 days | 9 years 10 months 2 days | |
Weighted average remaining contractual term (years), exercisable ending | 8 years 11 months 23 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 | $ 142,029 | $ 479,539 | |
Weighted average grant date fair value, outstanding ending | |||
Number of options, ending exercisable balance | 2,219,368 | 864,489 | |
Weighted average exercise price, exercisable, ending balance | $ 0.48 | $ 0.14 | |
Aggregate intrinsic value exercisable, ending balance | $ 142,029 | $ 479,539 | |
Weighted average grant date fair value, exercisable ending | |||
Number of options, ending unvested balance | 123,171 | ||
Weighted average exercise price, unvested, ending balance | $ 0.70 | ||
Weighted average remaining contractual term (years), unvested ending | 9 years 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) | 12 Months Ended | |
Jul. 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% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option granted | 1,478,050 | 1,478,050 | 864,489 |
Issued price per share | $ 0.40 | $ 0.40 | |
Fair value, options granted | $ 1,003,002 | $ 534,466 | |
Compensation expense | 919,417 | ||
Unvested compensation expense | $ 83,585 | ||
Option period | 10 years | ||
Expected volatility, minimum | 275% | ||
Expected volatility, maximum | 276% | ||
Expected dividends | 0% | 0% | |
Risk free interest rate, minimum | 2.85% | ||
Risk free interest rate, maximum | 2.98% | ||
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Issued price per share | $ 0.12 | ||
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Issued price per share | $ 0.40 |
Schedule of Warrants (Details)
Schedule of Warrants (Details) | 12 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | |
Warrants | |
Number of Warrants, Outstanding, Beginning Balance | shares | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | |
Aggregate Intrinsic Value, Beginning Outstanding | $ | |
Number of options, Beginning exercisable balance | shares | |
Weighted Average Exercise Price, Exercisable, Beginning Balance | $ / shares | |
Aggregate Intrinsic Value, Beginning Exercisable | $ | |
Number of Warrants, Granted | shares | 1,425,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Cancelled/Forfeited | shares | |
Weighted Average Exercise Price, Cancelled/Forfeited | $ / shares | |
Number of Warrants, Outstanding, Ending Balance | shares | 1,425,000 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 1 |
Weighted Average Remaining Contractual Term (Years), Outstanding ending | 4 years 7 months 28 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | |
Number of options, Ending exercisable balance | shares | 1,425,000 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | $ 1 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 7 months 28 days |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Sep. 30, 2022 | |
Shares issued value | $ 370,000 | $ 828,096 | |
Share price | $ 0.40 | $ 0.40 | |
Shares received | 1,425,000 | ||
Exercisable price | $ 1 | ||
Warrant [Member] | |||
Stock issued for cash, shares | 1,425,000 | ||
Shares issued value | $ 285,000 | ||
Share price | $ 0.20 | ||
Common Stock [Member] | |||
Stock issued for cash, shares | 1,637,500 | 182,978,736 | |
Shares issued value | $ 166 | $ 18,296 | |
Shares received | 1,425,000 | ||
Expiration period | 5 years | ||
Exercisable price | $ 1 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 12 Months Ended | 15 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease - right-of-use asset - non-current | $ 278 | $ 3,630 | |
Operating lease liability | $ 498 | $ 6,207 | |
Weighted-average remaining lease term (years) | 29 days | 1 year 29 days | |
Weighted-average discount rate | 8% | 8% | |
Amortization of right-of-use operating lease asset | $ 3,352 | $ 559 | |
Lease liability expense in connection with obligation repayment | 259 | 92 | |
Total operating lease costs | 3,611 | 651 | |
Operating cash outflows from operating lease (obligation payment) | 5,710 | 908 | $ 7,500 |
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 ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 500 | |
Total undiscounted cash flows | 500 | |
Less: amount representing interest | (2) | |
Present value of operating lease liability | 498 | $ 6,207 |
Less: current portion of operating lease liability | (498) | (5,710) |
Long-term operating lease liability | $ 497 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | 15 Months Ended | ||
May 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease initial term | 2 years | |||
Lease expense | $ 500 | |||
Operating lease payments | $ 5,710 | $ 908 | $ 7,500 |
Schedule of Income Taxes (Detai
Schedule of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit - 20.06% | $ (1,490,000) | $ (513,000) |
State income tax - 4.46% | (331,000) | (114,000) |
Non-deductible items | 1,195,000 | 13,000 |
Subtotal | (626,000) | (614,000) |
Change in valuation allowance | 626,000 | 614,000 |
Income tax benefit |
Schedule of Income Taxes (Det_2
Schedule of Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit | 20.06% | 20.06% |
State income tax | 4.46% | 4.46% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Amortization of intangible asset | $ (68,000) | $ (13,000) |
Amortization of website | (1,000) | |
Amortization of ROU lease | (1,000) | |
Share based payments | 240,000 | (540,000) |
Net operating loss carryforwards | (341,000) | (98,000) |
Total deferred tax assets | (170,000) | (652,000) |
Less: valuation allowance | 170,000 | 652,000 |
Net deferred tax asset recorded |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax rates | 24.52% | |
Deferred tax assets valuation allowance | $ 485,000 | |
State net operating loss carryforwards | $ 1,379,000 | |
Blended tax rate amount | $ 338,000 | |
Income tax examination description | The Company is in the process of analyzing their NOL and has not determined if the Company has had any change of control issues that could limit the future use of these NOL’s. NOL carryforwards that were generated after 2017 may only be used to offset 80% of taxable income and are carried forward indefinitely. NOL’s generated prior to December 31, 2017 expire through 2037 | |
Net operating loss carry forwards expiring date | 2037 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||
Aug. 01, 2023 | Jul. 31, 2023 | Aug. 31, 2023 | Sep. 30, 2022 | Jul. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Fair value of shares issued | $ 302,350 | ||||
Share price | $ 0.40 | $ 0.40 | |||
Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | 0.12 | ||||
Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | 0.40 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 655,000 | ||||
Fair value of shares issued | $ 66 | ||||
Common Stock [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.20 | 0.70 | |||
Common Stock [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.40 | $ 0.87 | |||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 704,644 | ||||
Fair value of shares issued | $ 202,678 | ||||
Subsequent Event [Member] | Common Stock [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.2479 | ||||
Subsequent Event [Member] | Common Stock [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.44 | ||||
Subsequent Event [Member] | Third Party [Member] | |||||
Subsequent Event [Line Items] | |||||
Notes payable | $ 150,000 | ||||
Interest rate | 10% | ||||
Subsequent Event [Member] | Related Party [Member] | |||||
Subsequent Event [Line Items] | |||||
Notes payable | $ 80,000 | ||||
Interest rate | 10% |