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BKUH Bakhu

Filed: 16 Mar 21, 9:40pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended:  January 31, 2021

 

Commission File Number: 000-55862

 

BAHKU HOLDINGS CORP.

(Exact name of Registrant as specified in its charter)

 

Nevada

 

26-0510649

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

One World Trade Center, Suite 130, Long Beach, California 90831

(Address of principal executive offices, Zip Code)

 

 

(858) 682-2548

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  No

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes    No  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbols(s)

Name of each exchange on which registered

N/A

 

 

 

As of March 16, 2021, the Registrant had 300,114,000 shares of Common Stock outstanding.



TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION

 

 

 

 

 

Item 1:    Financial Statements

 

 

3

 

Item 2:    Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

12

 

Item 3:    Quantitative and Qualitative Disclosures about Market Risk

 

 

15

 

Item 4:    Controls and Procedures

 

 

15

 

 

 

 

 

 

PART II: OTHER INFORMATION

 

 

 

 

 

 

 

 

 

Item 1:    Legal Proceedings

 

 

15

 

Item 1A: Risk Factors

 

 

15

 

Item 2:    Unregistered Sales of Equity Securities and Use of Proceeds

 

 

16

 

Item 3:    Defaults Upon Senior Securities

 

 

16

 

Item 5:    Other Information

 

 

16

 

Item 6:    Exhibits

 

 

16

 

 

 

 

 

 

 

 

 

 

 


Page 2



PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS 

 

BAKHU HOLDINGS, CORP.

Consolidated Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 31,

 

July 31,

 

 

 

 

2021

 

2020

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$          6,187

 

$        19,754

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

            6,187

 

          19,754

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

$          6,187

 

$        19,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

$        38,154

 

$        50,404

 

Accrued interest

 

 

 

 

          32,288

 

          14,736

 

Notes payable - related parties

 

 

        818,278

 

        374,278

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

        888,720

 

        439,418

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

        888,720

 

        439,418

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 50,000,000 shares authorized, 4 and 4 shares issued and outstanding, respectively

 

 

                    -

 

                    -

 

Common stock, $0.001 par value; 500,000,000 shares authorized, 300,114,000 shares issued and outstanding

 

 

        300,114

 

        300,114

 

Additional paid-in capital

 

 

 

   16,536,814

 

   15,004,900

 

Accumulated deficit

 

 

 

 (17,719,461)

 

 (15,724,678)

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

      (882,533)

 

      (419,664)

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)

$          6,187

 

$        19,754

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 


Page 3



 

BAKHU HOLDINGS, CORP.

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

 

January 31,

 

January 31,

 

 

2021

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

NET REVENUES

 

 

$         -

 

$              -

 

$                -

 

$         -

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

786,898

 

        3,414

 

  1,721,002

 

   6,085

 

Professional fees

 

 

 53,528

 

       53,372

 

     151,103

 

 82,035

 

Selling, general and administrative

 82,395

 

       13,652

 

     104,980

 

 14,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

922,821

 

       70,438

 

  1,977,085

 

102,745

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(922,821)

 

    (70,438)

 

(1,977,085)

 

(102,745)

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(11,108)

 

     (3,043)

 

     (17,698)

 

  (5,468)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expenses)

(11,108)

 

      (3,043)

 

     (17,698)

 

  (5,468)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(933,929)

 

    (73,481)

 

(1,994,783)

 

(108,213)

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

           -

 

                -

 

                 -

 

           -

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

(933,929)

 

$   (73,481)

 

$ (1,994,783)

 

(108,213)

 

 

 

 

 

 

 

 

 

 

 

 

BASIC NET LOSS PER SHARE

 

$  (0.00)

 

$  (0.00)

 

$          (0.01)

 

$  (0.00)

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

SHARES OUTSTANDING

 

 

300,114,000

 

288,938,184

 

300,114,000

 

288,938,184

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 


Page 4



BAKHU HOLDINGS, CORP.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

 

 

 

 

January 31,

 

 

 

 

2021

 

2020

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

$ (1,994,783)

 

$    (108,213)

Adjustments to reconcile net loss to net cash

 

 

 

 

 

used by operating activities:

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

     1,531,914

 

                    -

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable

 

 

 

        (12,250)

 

          20,057

 

 

Accrued liabilities

 

 

 

          17,552

 

            5,468

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used by Operating Activities

 

      (457,567)

 

        (82,688)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

                    -

 

                    -

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments on notes payable - related parties

 

          (2,000)

 

                    -

 

Proceeds from notes payable - related parties

 

        446,000

 

          82,500

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

        444,000

 

          82,500

 

 

 

 

 

 

 

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

 

        (13,567)

 

             (188)

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

          19,754

 

            1,633

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$          6,187

 

$          1,445

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Payments For:

 

 

 

 

 

 

 

 

Interest

 

 

 

 

$                  -

 

$                  -

 

 

Income taxes

 

 

 

$                  -

 

$                  -

 

 

 

 

 

 

 

 

 

 

 

Non-cash financing activity:

 

 

 

 

 

 

 

 

Issuance of notes payable - related parties to replace short

 

 

 

 

 term borrowings - related parties

 

$                  -

 

$      147,513

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 


Page 5



 

BAKHU HOLDINGS, CORP.

Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended January 31, 2021

 

 

 

 

 

 

Additional

 

 

 

Total

 

 

Preferred Stock

 

Common Stock

 

Paid-In

 

Accumulated

 

Stockholders'

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2020

 

                    4

 

                  -

 

 300,114,000

 

           300,114

 

      15,004,900

 

     (15,724,678)

 

         (419,664)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock options

 

                  -

 

                  -

 

                     -

 

                     -

 

           875,379

 

                     -

 

           875,379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 31, 2020

 

                  -

 

                  -

 

                     -

 

                     -

 

                     -

 

       (1,060,854)

 

     (1,060,854)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 31, 2020

 

                    4

 

                  -

 

  300,114,000

 

           300,114

 

      15,880,279

 

     (16,785,532)

 

        (605,139)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock options

 

                  -

 

                  -

 

                     -

 

                     -

 

           656,535

 

                     -

 

           656,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 31, 2021

 

                   -

 

                  -

 

                     -

 

                     -

 

                     -

 

          (933,929)

 

        (933,929)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2021

 

                    4

 

$                 -

 

  300,114,000

 

$    300,114

 

$    16,536,814

 

$   (17,719,461)

 

$      (882,533)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended January 31, 2020

 

 

 

 

 

 

Additional

 

 

 

Total

 

 

Preferred Stock

 

Common Stock

 

Paid-In

 

Accumulated

 

Stockholders'

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2019

 

                    4

 

                   -

 

  288,938,184

 

           288,938

 

      14,177,986

 

     (14,618,012)

 

        (151,088)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 31, 2019

 

                   -

 

                  -

 

                     -

 

                     -

 

                     -

 

           (34,732)

 

           (34,732)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 31, 2019

 

                    4

 

                  -

 

  288,938,184

 

           288,938

 

      14,177,986

 

     (14,652,744)

 

        (185,820)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 31, 2020

 

                  -

 

                  -

 

                     -

 

                     -

 

                     -

 

           (73,481)

 

           (73,481)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2020

 

                    4

 

$                 -

 

  288,938,184

 

$    288,938

 

$    14,177,986

 

$   (14,726,225)

 

$      (259,301)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.


Page 6


BAKHU HOLDINGS CORP.

Notes to Financial Statements

January 31, 2021

(unaudited)


NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION

 

The Company was incorporated under the laws of the State of Nevada, on April 24, 2008 under the name Planet Resources, Corp.  In May 2009, the Company also began to look for other types of business to pursue that would benefit the shareholders. In order to pursue businesses that may not be in the mining industry the name of the Company was changed with the approval of the Directors and Shareholders to Bakhu Holdings, Corp. on May 4, 2009 (“Bakhu, or the “Company”).

 

The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, April 24, 2008 through January 31, 2021 the Company has accumulated losses of $17,719,461.

 

On August 9, 2019, the Company formed Cell Science CBD International, Inc., a California corporation as a wholly owned subsidiary.  On November 26, 2019, the name of the subsidiary was changed to CBD Biotech, Inc., (“CBD”).  On January 5, 2020, the Company entered into a Sublicense Agreement with CBD wherein the Company granted a sublicense of the Licensed Science as it relates to the production and manufacturing of cannabis and their byproducts which have measurable tetrahydrocannabinol (THC) concentration potency less than 3% on a dry weight basis.  CBD had no active operations as of January 31, 2021.  

 

In the opinion of management, the Company’s financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. As used in this report, the term the “Company” means Bakhu Holdings Corp. and its subsidiary, unless the context indicates otherwise.

 

The Company condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which the Company prepared in accordance with GAAP. Our interim financial statements should be read in conjunction with our annual report on Form 10-K for the year ended July 31, 2020, and our quarterly reports on Form 10-Q for the quarters ended October 31, 2020.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $17,719,461 as of January 31, 2021 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 


Page 7


BAKHU HOLDINGS CORP.

Notes to Financial Statements

January 31, 2021

(unaudited)


 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Foreign Currency Translation

 

The Company’s functional currency and its reporting currency is the United States dollar.

 

Financial Instruments

 

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

 

Stock-based Compensation

 

At January 31, 2021, the Company had one stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 3.

 

On September 22, 2020, the Company granted to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristole Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock, for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the current price at which the Company is offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years.  Twenty percent (20%) (i.e. 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date.  

 

The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.  Assumptions used to estimate the fair value of options granted include (1) stock price of $5.10 per share, (2) exercise price of $5.10 per share, (3) expected life of 1 year, (4) expected volatility of 146.49% and (5) risk free interest rate of 0.12%.  

 

Based on the above assumptions, the Company recognized stock-based compensation of $1,531,914 which is included in Consulting fees on the Statement of Operations for the six months ended January 31, 2021.  As of January 31, 2021, there was $1,750,759 of total unrecognized stock-based compensation that is expected to be recognized over the 1-year vesting period.  

 

Income Taxes

 

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

 

Basic and Diluted Net Loss per Share

 

The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.


Page 8


BAKHU HOLDINGS CORP.

Notes to Financial Statements

January 31, 2021

(unaudited)


 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

 

Professional fees

 

Substantially all professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange Commission.  Also included in professional fees are fees paid to the stock transfer agent.  The fees are expensed as incurred.

 

Fiscal Periods

 

The Company’s fiscal year end is July 31.

 

Recently Issued Accounting Pronouncements

 

The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company.  The Company has determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

 

NOTE 3 - PREFERRED AND COMMON STOCK

 

On August 8, 2018, the Board of Directors of the Company approved the amendment and restatement of the Company’s Articles of Incorporation. The purpose of the amendment and restatement of the Articles of Incorporation was to:

 

 

(i)

Increase the number of authorized shares of Common Stock to 500,000,000;

 

 

(ii)

Increase the number of authorized shares of Preferred Stock to 50,000,000;

 

 

(iii)

Grant the Board of Directors the rights to designate classes of preferred stock, and to define the powers, preferences, rights, and restrictions thereof;

 

The preferred and common stock has a par value of $0.001 per share.

 

On August 8, 2018, the Company issued 4 shares of Series A Preferred Stock to the Company’s controlling shareholder, The OZ Corporation, a California corporation.

 

On December 20, 2018, the Company entered into a License Agreement with Cell Science, Ltd. (CSH”). Pursuant to the License Agreement, the Company is being granted an exclusive license by CSH with respect to certain patents and intellectual property for the production of phytocannabinoids for use in medical treatments and in exchange for 210,000,000 shares of common stock of the Company. On February 14, 2019, the stock was issued and recorded as consulting fees valued at $10,500,000.

 

On April 7, 2019, the Company issued 7,000,000 shares of common stock for the conversion of convertible notes payable and accrued interest in the amount of $10,199.

 


Page 9


BAKHU HOLDINGS CORP.

Notes to Financial Statements

January 31, 2021

(unaudited)


 

NOTE 3 - PREFERRED AND COMMON STOCK (continued)

 

On March 9, 2020, the Company issued 11,061,816 restricted shares of Common Stock to the OZ Corporation, in consideration of ongoing consulting and advisory services provided to the Company, on terms as previously agreed to the Company and the OZ Corporation.  The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The OZ Corporation is intimately acquainted with the Company’s business plan and proposed activities at the time of issuance and possessed information on the Company necessary to make an informed investment decision. The estimated fair value of the stock was $99,556 and has been expensed and included in “Consulting fees” in the three and six months ended April 30, 2020.

Stock Option Plan

On September 22, 2020, the board of directors adopted the 2020 Long-Term Incentive Plan (“2020 Plan”), under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price pursuant to the 2020 Plan.

 

The following table summarizes the stock option award activity under the 2020 Plan during the six months ended January 31, 2021:

 

 

 

Number of options

Outstanding at July 31, 2020

 

-

    Granted

 

1,200,000

    Exercised

 

-

    Forfeited  

 

-

Outstanding at January 31, 2021

 

1,200,000

 

See Stock-based Compensation under Note 2 for description of options granted.  

 

NOTE 4 - INCOME TAXES

 

As of January 31, 2021, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

NOTE 5 - NOTES PAYABLE – RELATED PARTIES

 

On August 1, 2019, the Company executed a promissory note in favor of Company’s controlling shareholder, The OZ Corporation, to evidence monies loan to the Company from December 26, 2018 through July 31, 2019 in the amount of $147,513, and to evidence any additional amounts that may be loaned to the Company thereafter.  Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 6.0% per annum shall be due and payable on or before December 31, 2019.  The promissory note also provides that the Company may extend the maturity date for an additional 12 months, until December 31, 2020, by paying an extension fee of 1.00% of the outstanding principal loan balance, which may at the lenders’ option be advanced and added to the then outstanding principal balance.  The principal amount of the promissory note shall be increased by the amount of any additional advances of funds made by The OZ Corporation to the Company, from time to time, from the date of such advance.  Under the terms of the promissory note, The OZ Corporation, at its option may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares of the Company’s common stock.  The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the then unpaid principal balance and any unpaid accrued interest of


Page 10


BAKHU HOLDINGS CORP.

Notes to Financial Statements

January 31, 2021

(unaudited)


 

 

NOTE 5 - NOTES PAYABLE – RELATED PARTIES (continued)

 

the promissory note being converted by (ii) 80% of the average closing price of the common stock of the Company, for the ninety (90) trading days before the conversion date, rounded up to the nearest whole share.  The principal balance and accrued interest due on the note was $818,278 and $32,288, respectively as of January 31, 2021.  

 

The Company did not assign any value to the conversion feature of the Note because the 80% of the common stock of the Company had a negative book value of as of January 31, 2021 and continues to have a negative book value.  Furthermore, the company has not generated any revenue to date.  

 

NOTE 6 - COMMITMENTS AND CONTINGENCIES.

 

Under the April 2020 strategic alliance agreement and related sublicense between the Company’s subsidiary, CBD Biotech, Inc., and Integrity Cannabis Solutions, Inc. (“ICS”), the Company is obligated to issue to ICS that number of shares of Bakhu common stock equal to 0.5% of the number of shares outstanding as of the date that the production facility of ICS is completed and commences production. Further, if the sublicense is terminated, CBD Biotech will be obligated to repay to ICS its initial $250,000 license fee and reimburse ICS for the cost of the laboratory operational equipment used in its production facility, which thereafter will be owned and managed jointly by ICS and CBD Biotech.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events for the period of January 31, 2021 through the date the financial statements were issued and concluded there were no items that required recognition or disclosure in its financial statements.


Page 11



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 

RESULTS OF OPERATIONS 

 

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act relating to future events or our future performance. The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that relate to future events or our future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, we cannot assure that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

Business Overview

 

We were organized in Nevada on April 24, 2008, under the name Planet Resources, Corp., to reprocess mine tailings from previous mining operations. We were not successful in implementing this business plan. Various alternatives were considered to ensure our viability and solvency, but we had no activities between April 2011 and June 2018. In order to revive our company, a receiver was appointed in a Nevada state court proceeding in August 2015. On May 15, 2018, we privately sold 335,000 shares of restricted common stock, which constituted about 56% of our issued common stock, at $1.00 per share to OZ Corporation, which appointed new management and directors. We were released from receivership in July 2018.

 

Following the above change in control, we embarked on a new business plan to license and commercialize cell-extraction and replication technologies, primarily for medical products for pain relief and insomnia.

 

Following the above change in control, we embarked on a new business plan to license and commercialize cell-extraction and replication technologies, primarily for medical products for pain relief and insomnia. These efforts lead to our Amended Restated License for cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations to be used in a commercially-sized bioreactor laboratory to produce, manufacture, and sell cannabis-related byproducts—sometimes referred in the industry as cannabinoids—exclusively in North and Central America and the Caribbean for medical, food additive, and recreational uses. In consideration of the grant of this license, we agreed to issue 210,000,000 shares of our common stock to Cell Science.

 

Since entering into the Amended Restated License, we have not generated revenue and have devoted our limited management, technical, and financial resources to pay general and administrative expenses in order to position us to be able to commercially exploit the licensed technology after completion of the efficacy testing required to demonstrate its commercial viability, organize our corporate structure, and seek substantial amounts of additional capital required to implement our business plan.

 

Results of Operations

 

Following is management’s discussion of the relevant items affecting results of operations for the three and six months ended January 31, 2021 and 2020.

 

Revenues. We generated no net revenues during the three and six months ended January 31, 2021 and 2020. We do not expect to generate revenues until the Efficacy Demonstration is successfully completed and we launch our proposed sublicensing program.

 

Consulting Fees. Consulting fees were $786,898 and $3,414 for the three months ended January 31, 2021 and 2020, respectively.  Consulting fees were $1,721,002 and $6,085 for the six months ended January 31, 2021 and 2020, respectively.  During the six months ended January 31, 2021, we issued 1,200,000 stock options.  We recognized stock-based compensation of $1,531,914 for the six months ended January 31, 2021.  As of January 31, 2021, there was $1,750,759 of total unrecognized stock-based compensation that is expected to be recognized over the 1-year vesting period.  Other consulting fees incurred during the six months ended January 31, 2021 were associated with the Amended Restated License with Cell Science as described above.  


Page 12



Professional Fees. Professional fees were $53,528 and $53,372 for the three months ended January 31, 2021 and 2020, respectively.  Professional fees were $151,103 and $82,035 for the six months ended January 31, 2021 and 2020, respectively.  Legal fees have increased due to the Amended Restated License with Cell Science as described above.  

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $82,395 and $13,652 for the three months ended January 31, 2021 and 2020, respectively. Selling, general and administrative expenses were $104,980 and $14,625 for the six months ended January 31, 2021 and 2020, respectively. The increase in SG&A expenses is a result of an increase in our operations and increased laboratory expenses as a result of the Amended Restated License with Cell Science.

 

Other Income (Expenses). We had net other expenses of $11,108 and $3,043 for the three months ended January 31, 2021 and 2020, respectively. We had net other expenses of $17,698 and $5,468 for the six months ended January 31, 2021 and 2020, respectively. Other expenses incurred were comprised of interest expenses related to our notes payable to related parties.  

 

Net Loss. We had a net loss of $933,929 for the three months ended January 31, 2021 compared to $73,481 for the three months ended January 31, 2020. We had a net loss of $1,994,783 for the six months ended January 31, 2021 compared to $108,213 for the six months ended January 31, 2020. The increase in net loss was mainly due to the stock options issued during the period and higher expenses incurred during the six months ended January 31, 2021 associated with the Amended Restated License.

 

Liquidity And Capital Resources

 

As of January 31, 2021, our primary source of liquidity consisted of $6,187 in cash and cash equivalents. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

 

We do not believe that the Company’s current capital resources will be sufficient to fund its operating activity and other capital resource demands during the next year. Our ability to continue as a going concern is contingent upon our ability to obtain capital through the sale of equity or issuance of debt, and ultimately attaining profitable operations. We expect that any financing we receive will be similar to what we have heretofore received over the previous two years to enable us to operate, which financing consists of short-term loans from related parties at negotiated rates of interest. We cannot assure you that we will be able to successfully complete any of these activities.

 

We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan. We expect to generate revenue pursuant to our new business plan. We cannot assure you, however, that any such financings will be available or will otherwise be made on terms acceptable to us, or that our present shareholders might suffer substantial dilution as a result.

 

For the six months ended January 31, 2021, cash decreased $13,567 from $19,754 at July 31, 2020 to $6,187 at January 31, 2021.

 

Net cash used in operating activities was $457,567 during the six months ended January 31, 2021, with a net loss of $1,994,783, stock-based compensation of $1,531,914, a decrease in accounts payable of $12,250 and an increase in accrued liabilities of $17,552.

 

During the six months ended January 31, 2021, we had no net cash flows from investing activities.

 

During the six months ended January 31, 2021, we had $444,000 in net cash provided by financing activities which consisted of proceeds from notes payable – related parties in the of $446,000 which was offset by payments on notes payable – related parties of $2,000.


Page 13



Critical Accounting Pronouncements

 

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 2 of our financial statements included in our July 31, 2020 Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report. 

 

Recent Accounting Pronouncements

 

See Note 2 in the Notes to the Financial Statements. We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).

 

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4.  CONTROLS AND PROCEDURES 

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, 2021.


Page 14



Changes in Internal Controls

 

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS 

 

None.

 

ITEM 1A.  RISK FACTORS 

 

Notwithstanding that we are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this Item 1A, in light of the current COVID-19 pandemic, the Company is including the following Risk Factor in its Quarterly Report.

 

The COVID-19 global pandemic has had an adverse effect on our operations and the potential commercialization of the licensed intellectual property.

 

On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. We are monitoring the situation closely, and our response to the COVID-19 pandemic continues to evolve. Our current principal responsive measures include implementing a mandatory work from home policy when possible, restricting airplane travel, rescheduling inspections and clearances for required regulatory clearances and permits at the efficacy testing laboratory, delaying sublicense marketing efforts, and updating our planning for future events in recognition of the fact that potential sublicensees are likely experiencing similar operating difficulties and others. We are also evaluating the impact of the pandemic on required equipment, components, and supplies that we and potential sublicensees will require. We actively monitor COVID-19-related developments and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our personnel, sublicensees, vendors, and stockholders. The effects of these operational modifications will be reflected in current and future reporting periods.

 

For us, the COVID-19 pandemic substantially delayed the efforts to put the efficacy testing laboratory in full service as we worked to complete regulatory inspections and clearances, obtain necessary equipment and supplies, and assemble required international technical expertise, consultants, and personnel. These delays resulted in additional costs and delays in completing the planned testing and, in turn, submitting applications for required regulatory approvals. We are unable to launch our sublicensing program until the Efficacy Demonstration is substantially complete and required regulatory clearances are obtained.

 

The duration and magnitude of the COVID-19 pandemic impact on our business operations and overall financial performance are unknown at this time and will depend on numerous circumstances outside our control or the ability of anyone to predict accurately. The secondary and tertiary unpredictable economic effects on our business and on the worldwide economy could be quite adverse. The probability of reoccurrences of widespread or localized virus outbreaks is high and may continue for many months, likely resulting in further government-ordered lockdowns, stay-home or shelter-in-place orders and social distancing; restrictions on travel; and other extensive measures. Effective treatments for those infected by the virus and a possible preventive vaccine have only recently been approved for use, will take months to be available to all, and may not be widely accepted. We cannot predict the effect of these circumstances on us and our vendors, suppliers, and potential sublicensees; the global economy and political conditions; and the health of our personnel, consultants, and their families; all of which will affect how quickly and to what extent normal economic and operating activities can resume.

 


Page 15



Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse effect on our business as a result of its global economic impact, including any resulting and ongoing recession. All of these circumstances likely exert similar hardships on those with which we deal, such as vendors, shippers, distributors, and sublicensees. As a result, we have made adjustments to, and will need to continue to adjust, our business and expenditures in an effort to correlate our activities with business exigencies, including restrictions of executive and personnel travel, hiring freezes or delays, and limitations on marketing. The ultimate financial impact and duration of all of the foregoing cannot now be predicted and may well exceed our expectations or our ability to cope with them.

 

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 

 

None

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 

 

None

 

ITEM 5.OTHER INFORMATION 

 

Current Legislative Status

 

In the 2019-20 session of Congress, the House passed two bills related to the cannabis industry. One, the Secure and Fair Enforcement Banking Act, or “SAFE Act,” would have enabled cannabis companies to access and use FDIC-insured financial institutions, including banks. Another, the Marijuana Opportunity Reinvestment and Expungement Act, or “MORE Act,” would have fully decriminalized cannabis and reform sentencing for non-violent drug offenders. Both measures were approved by the House, but proponents anticipated opposition for both approaches in the Republican-controlled 2019-20 Senate. Bills incorporating the approaches of the SAFE and MORE provisions as well as other approaches are likely to be considered in the current 2021-22 Congress. Democratic Majority Leader Charles Schumer has indicated greater receptivity to cannabis law reform in the current session of the Senate. Administration observers have indicated that they believe President BIDEN may approve the SAFE Act approach, but not the MORER Act’s more comprehensive provisions.  

 

ITEM 6.  EXHIBITS 

 

1. Financial Statements.   

·The unaudited Consolidated Balance Sheet as of January 31, 2021 and the audited balance sheet as of July 31, 2020; 

·the unaudited Consolidated Statements of Operations for the three and six-month periods ended January 31, 2021 and 2020; 

·the unaudited Consolidated Statements of Cash Flows for the six-month periods ended January 31, 2021 and 2020; and 

·the unaudited Consolidated Statement of Stockholders’ Equity (Deficit) for the six-month periods ended January 31, 2021 and 2020, together with 

·the notes thereto, are included in this Quarterly Report on Form 10-Q. 


Page 16



3. Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. 

 

Exhibit

Number*

 

 

Description of Exhibit

3(i)

 

Amended and Restated Articles of Incorporation of Bakhu Holdings Corp. (1)

3(ii)

 

Amended and Restated By-Laws of Bakhu Holdings Corp. (1)

4(i)

 

Certificate of Designation of Series A Preferred Stock (1)

4(ii)

 

Certificate of Designation of Series B Preferred Stock (1)

10.1

 

Patent and Technology License Agreement dated December 20, 2018 (2)

10.2

 

Amended and Restated Patent and Technology License Agreement dated December 31, 2019 (3)

10.3

 

Strategic Alliance Agreement between CBD Biotech Inc and ICS dated April 17, 2020 (4)

10.4

 

Sublicense Agreement between CBD Biotech and ICS dated April 22, 2020 (4)

10.5

 

Efficacy Demonstration Laboratory Agreement dated June 10, 2020 (5)

10.6

 

Amendment to Amended and Restated License Agreement dated September 22, 2020 (6)

10.7

 

Agreement, Assignment Waiver and Estoppel dated September 22, 2020 (6)

10.8

 

Form of Indemnification Agreement (6)

10.9

 

Assignment and Assumption Agreement dated September 22, 2020 (6)

10.10

 

Office Cost Sharing Agreement dated September 22, 2020 (6)

31(i)

 

CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (7)

31(ii)

 

CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (7)

32

 

CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)

101**

 

The following materials from the Company's Annual Report on Form 10-K for the year ended July 31, 2020 formatted in Extensible Business Reporting Language ("XBRL"): (i) the balance sheets (unaudited); (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes.

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

(1)Previously filed on Form 8-K on August 22, 2018 

(2)Previously filed on Form 8-K on December 27, 2018 

(3)Previously filed on Form 8-K on January 14, 2020 

(4)Previously filed on Form 8-K on April 27, 2020 

(5)Previously filed on Form 8-K on June 12, 2020 

(6)Previously filed on Form 8-K on October 1, 2020 

(7) Filed herewith

 

*

All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

**

Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.


Page 17



SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Bakhu Holdings, Corp.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: March 17, 2021

 

/s/ Thomas K. Emmitt

 

 

 

By: Thomas K. Emmitt

 

 

 

Its: Chief Executive Officer

Principal Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

Dated: March 17, 2021

 

/s/ Thomas K. Emmitt

 

 

 

By: Thomas K. Emmitt

 

 

 

Its: Chief Financial Officer

Principal Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 


Page 18