Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2021 | Nov. 10, 2021 | Jan. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | GREEN HYGIENICS HOLDINGS INC. | ||
Entity Central Index Key | 0001443388 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jul. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 44,126,138 | ||
Entity Public Float | $ 15,549,933 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Current Assets | ||
Cash | $ 507,512 | $ 40,538 |
Total Current Assets | 507,512 | 40,538 |
Fixed Assets, net (Note 4) | 5,522,326 | 4,727,464 |
Intangible assets | 25,000 | 0 |
Total Assets | 6,054,838 | 4,768,002 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,053,975 | 1,019,027 |
Accounts payable related parties (Note 7) | 523,791 | 302,144 |
Accrued interest payable | 58,953 | 158,416 |
Deferred revenue | 0 | 15,973 |
Current portion of long-term debt (Note 5) | 3,557,594 | 510,311 |
Convertible note payable (Note 6) | 0 | 171,213 |
Due to related parties (Note 7) | 3,128,463 | 2,405,306 |
Total Current Liabilities | 8,322,776 | 4,582,390 |
Long Term Liabilities | ||
Notes payable (less current portion) (Note 5) | 65,591 | 108,132 |
Mortgage payable (Note 5) | 2,750,000 | 2,750,000 |
Second mortgage payable (Note 5) | 1,760,000 | 1,760,000 |
Total Long-Term Liabilities | 4,575,591 | 4,618,132 |
Total Current and Long-Term Liabilities | 12,898,367 | 9,200,522 |
Stockholder's Deficit | ||
Common stock, 375,000,000 shares authorized, $0.001 par value 44,126,138 and 39,577,781 shares issued and outstanding respectively | 44,126 | 39,578 |
Stock payable | 812,000 | 192,000 |
Additional paid-in capital | 51,186,075 | 45,830,289 |
Deficit | (58,885,730) | (50,494,387) |
Total Stockholder's Deficit | (6,843,529) | (4,432,520) |
Total Liabilities and Stockholder's Deficit | $ 6,054,838 | $ 4,768,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2021 | Jul. 31, 2020 |
Stockholder's Deficit | ||
Common stock, shares authorized | 375,000,000 | 375,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 44,126,138 | 39,577,781 |
Common stock, shares outstanding | 44,126,138 | 39,577,781 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Consolidated Statements of Operations | ||
Rental Revenue | $ 40,954 | $ 161,374 |
Operating Expenses | ||
Consulting and business development | 519,804 | 534,480 |
Supplies | 281,910 | 1,150,674 |
Payroll and subcontractor expenses | 113,493 | 970,809 |
Stock-based compensation | 4,748,058 | 3,024,160 |
General and administrative | 1,775,747 | 1,005,274 |
Total Operating Expenses | 7,439,012 | 6,685,397 |
Loss Before Other Expenses | (7,398,058) | (6,524,023) |
Other Expenses | ||
Interest expense | (993,285) | (1,204,222) |
Net Loss | $ (8,391,343) | $ (7,728,245) |
Net Loss Per Share, Basic and Diluted | $ (0.20) | $ (0.20) |
Weighted Average Shares Outstanding | 42,416,542 | 37,773,491 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Stock Payable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance, shares at Jul. 31, 2019 | 36,657,835 | ||||
Balance, amount at Jul. 31, 2019 | $ (639,995) | $ 36,658 | $ 0 | $ 42,089,489 | $ (42,766,142) |
Common stock issued and to be issued for services, shares | 1,685,000 | ||||
Common stock issued and to be issued for services, amount | 3,024,160 | $ 1,685 | 192,000 | 2,830,475 | 0 |
Common stock issued for debt conversion, shares | 1,234,946 | ||||
Common stock issued for debt conversion, amount | 328,786 | $ 1,235 | 0 | 327,551 | 0 |
Imputed interest | 154,074 | 0 | 0 | 154,074 | 0 |
Discount on warrants | 428,700 | 0 | 0 | 428,700 | 0 |
Net loss | (7,728,245) | $ 0 | 0 | 0 | (7,728,245) |
Balance, shares at Jul. 31, 2020 | 39,577,781 | ||||
Balance, amount at Jul. 31, 2020 | (4,432,520) | $ 39,578 | 192,000 | 45,830,289 | (50,494,387) |
Common stock issued and to be issued for services, shares | 4,298,357 | ||||
Common stock issued and to be issued for services, amount | 4,748,058 | $ 4,298 | (92,000) | 4,835,760 | 0 |
Imputed interest | 261,976 | 0 | 0 | 261,976 | 0 |
Net loss | (8,391,343) | $ 0 | 0 | 0 | (8,391,343) |
Common stock issued for acquisition of fixed assets, shares | 190,000 | ||||
Common stock issued for acquisition of fixed assets, fixed assets, amount | 188,700 | $ 190 | 0 | 188,510 | 0 |
Common stock issued for Asset Purchase Agreement, shares | 60,000 | ||||
Common stock issued for Asset Purchase Agreement, amount | 69,600 | $ 60 | 0 | 69,540 | 0 |
Common stock payable to be issued | 712,000 | $ 0 | 712,000 | 0 | 0 |
Balance, shares at Jul. 31, 2021 | 44,126,138 | ||||
Balance, amount at Jul. 31, 2021 | $ (6,843,529) | $ 44,126 | $ 812,000 | $ 51,186,075 | $ (58,885,730) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Operating Activities | ||
Net loss | $ (8,391,343) | $ (7,728,245) |
Imputed interest | 261,976 | 154,074 |
Inventory impairment | 172,400 | 306,450 |
Research and development costs | 803,002 | 0 |
Depreciation expense | 175,204 | 78,076 |
Share based compensation | 4,748,058 | 3,024,160 |
Amortization of discount on note payable | 17,125 | 593,699 |
Non-cash interest | 715 | 0 |
Loss on acquisition of fixed assets | 1,500 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | (743,402) | 0 |
Accrued interest payable | (99,463) | 157,906 |
Accounts payable and accrued liabilities | (127,452) | 771,426 |
Accounts payable - related party | 221,647 | 244,644 |
Deferred revenue | (15,973) | 15,973 |
Net Cash Used In Operating Activities | (2,976,006) | (2,381,837) |
Investing Activities | ||
Cash paid for purchase of fixed assets | (376,729) | (218,586) |
Net Cash Used In Investing Activities | (376,729) | (218,586) |
Financing Activities | ||
Payments on Convertible Note Payable | (171,213) | 0 |
Proceeds from notes payable | 1,503,060 | 397,638 |
Proceeds from stock sales | 712,000 | 0 |
Proceeds from discounted notes payable | 0 | 585,000 |
Proceeds from SBA Loan Payable | 0 | 444,850 |
Payments to related parties | (499,204) | 0 |
Payments on notes payable | (24,989) | 0 |
Payments on discounted notes payable | 0 | (250,000) |
Principal Payments on Agreements payable | (36,591) | (34,427) |
Principal Payments on Defaulted Loan Payable | 0 | (130,261) |
Advances from related parties | 2,336,646 | 1,624,908 |
Net Cash Provided by Financing Activities | 3,818,709 | 2,637,708 |
Increase in cash | 466,974 | 37,285 |
Cash, Beginning of Period | 40,538 | 3,253 |
Cash, End of Period | 507,512 | 40,538 |
Supplemental Disclosures: | ||
Interest paid | 749,677 | 341,845 |
Income taxes paid | 0 | 0 |
Non-Cash Transactions | ||
Shares issued for stock payable | 92,000 | 1,100,000 |
Shares issued for vehicles | 188,700 | |
Trademarks purchased on related party payable | 25,000 | |
Non-cash repayment of related party payable | 1,140,000 | |
Reclass from long term debt to short term | 23,075 | |
Assets financed through debt | 568,537 | |
Shares issued for Castillo assets | $ 69,600 | |
Equipment financed through debt | 183,031 | |
Land acquired through debt | 4,112,362 | |
Deposit on acquisition of property | 100,000 | |
Equipment purchased on accounts payable | 46,423 | |
Shares issued for conversion of debt | 328,786 | |
Discount on warrants | $ 428,700 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 12 Months Ended |
Jul. 31, 2021 | |
Nature of Operations and Continuance of Business | |
1. Nature of Operations and Continuance of Business | Green Hygienics Holdings Inc. (the “Company”) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources, Inc. On June 30, 2010, the name was changed to Takedown Entertainment Inc. On July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc. The Company is an innovative, full-scope, science-driven, premium hemp cultivation and branding enterprise focused on the cultivation and processing of industrial hemp for cannabidiol (“CBD”). The Hemp Farming Act of 2018 removed hemp from Schedule I controlled substances (defined as cannabis with less than 0.3% THC), making it an ordinary agricultural commodity. The Company’s business model includes generating revenues from the sale of hemp and premium-grade CBD products, creating trusted global consumer brands, developing valuable Intellectual Property, and growing the Company rapidly through strategic acquisitions. With direct regard to acquisitions, the Company acts as a business accelerator and a vertical integrator focusing to support rapid growth and development of companies with extraordinary potential. A novel strain of coronavirus (“COVID-19”) continues to spread and severely impact the economy of the United States and other countries around the world. Federal, state, and local governmental policies and initiatives designed to reduce the transmission of COVID-19 have resulted in, among other things, matters related to our ability to increase sales to existing and new customers, continue to perform on existing contracts, develop and deploy new technologies, expand our marketing capabilities and sales organization, the adoption of work-from-home or shelter-in-place policies. and to generate sufficient cash flow to operate our business and meet our obligations. The COVID-19 impact on the Company’s operations is consistent with the overall industry and publicly issued statements from competitors, partners, and vendors. More generally, the COVID-19 pandemic has and is expected to continue to adversely affect economies and financial markets globally, leading to a continued economic downturn, which is expected to decrease spending generally and could adversely affect demand for our products. It is not possible at this time to estimate the full impact that COVID-19 will have on our business, as the impact will depend on future developments which are highly uncertain and cannot be predicted. The extent to which our businesses may be affected by the COVID-19 pandemic will largely depend on both current and future developments, including its duration, spread, and treatment, including vaccines in various stages of development and federal approval, and related work and travel advisories and restrictions, all of which are highly uncertain and cannot be reasonably predicted at this time. |
Going Concern and Managements P
Going Concern and Managements Plans | 12 Months Ended |
Jul. 31, 2021 | |
Going Concern and Managements Plans | |
2. Going Concern and Management's Plans | Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of July 31, 2021, the Company has a working capital deficiency of $7,825,264, and has incurred losses of $8,391,343 and $7,728,245 for the years ended July 31, 2021 and 2020, respectively, and has an accumulated deficit of $58,885,730 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management’s Plans As discussed in Note 1, the Company business model includes generating revenues from the sale of hemp and premium-grade CBD products, creating trusted global consumer brands, developing valuable Intellectual Property, and growing the Company rapidly through strategic acquisitions. Recent events in the execution of this plan include: · On February 24, 2021, TruLife Labs LLC (“TLL”) and TruLife Biotech LLC (“TLB”) were formed and Articles of Organization with the State of California were filed. The Company is the sole member of TLL and TLB and Mr. Loudoun is the Manager of both. · On March 2, 2021, the Company entered into an Asset Purchase Agreement (the “Primordia APA”) with Primordia, LLC (“Primordia”), a Nevada limited liability company (see Note 12). · On March 15, 2021, the Company entered into an Asset Purchase Agreement (the “Castillo APA”) with Castillo Seed L.L.C. (“Castillo”), a Puerto Rico limited liability company (see Note 12). · On April 14, 2021, the Company entered into an Asset Purchase Agreement (the “Admay APA”) with Admay, Inc (“Admay”), a Wyoming company. On February 15, 2021, the Company engaged (the “Engagement Agreement”), Trimark Capital Partners (“Trimark”), a Grand Cayman company to provide agent services for the sale and issuance of up to $100 million in a series of bonds. Any proceeds will be used to acquire real estate assets and advance the company’s business development plans. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2021 | |
Significant Accounting Policies | |
3. Significant Accounting Policies | (a) Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. Certain amounts from the July 31, 2020 annual report have been reclassified to conform to the presentation used in the current period. (b) Principles of Consolidation These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated. (c) Use of Estimates The preparation of financial statements in accordance 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 at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance and trust funds to be cash equivalents. (e) Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. In July 2020, the Company planted its first large scale hemp crops for cultivation. The planting covers approximately 120 acres of land. During the year ended July 31, 2021, the Company purchased additional seeds and nutrients to plant and to be later transferred into the fields. These costs included approximately $79,000 for seeds and nutrients and $654,000 on labor to prepare the fields, plant seeds, and to begin harvesting. The Company has determined to record these costs as expenses due to the research and development nature of the current inventory for the year ended July 31, 2021. Additionally, included in research and developments was the inventory of $69,600 acquired from Castillo and the Company recorded inventory impairment of $172,400 related to the hemp cigarettes acquired in the Admay transaction. (f) Intangible Assets During the year ended July 31, 2021, the Company acquired trademarks of $25,000 for the American Hemp and Diablo trademarks (see Note 2). In accordance with ASC 350, “Intangibles—Goodwill and Other,” (g) Related Party Transactions The Company follows ASC 850, Related Party Disclosures (h) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. (i) Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in the statement of operations. (j) Financial Instruments and Fair Value Measures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (k) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. (l) Revenue and Deferred Revenue In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As of the date of this report, the Company has not recognized any revenue related to the hemp production business. For the year ended July 31, 2021, revenue recognized of $40,954 is related to the land use rental income from San Diego Gas and Electric Company (“SDGE”). SDGE vacated the property in October 2020. As of July 31, 2020, the Company recorded deferred revenue of $15,973, representing a portion of the payment received in July 2020, that pertains to August 2020 rental income and accordingly has been recognized and is included in the revenue for the year ended July 31, 2021. (m) Leases The Company evaluates lease assets and lease liabilities, (if any), pursuant to ASC 842, by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. As of the date of this report, the Company has no material transactions to report. (n) Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of July 31, 2021, the Company does not have any potentially dilutive shares. (o) Comprehensive Loss ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. (p) Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. During the year ended July 31, 2021, the Company assessed the impact this guidance had on its financial statements and concluded that at present ASU No. 2018-10 has no impact on its financial statements. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jul. 31, 2021 | |
Fixed Assets | |
4. Fixed Assets | Fixed assets are recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. The Company has determined to record all of the assets acquired in the Primordia APA as an asset cluster and has classified $431,137 as fixed assets. Fixed assets consist of the following: Useful Life Balance at July 31, 2020 Additions Accumulated Depreciation Balance at July 31, 2021 Production equipment 5 years $ 359,909 $ 708,265 $ (213,275 ) $ 854,899 Furniture and office equipment 5 years 8,102 - (3,243 ) 4,859 Buildings and improvements 15 years 225,167 261,802 (36,763 ) 450,206 Land 4,212,362 - - 4,212,362 $ 4,805,540 $ 970,067 $ (253,281 ) $ 5,522,326 The balance as of July 31, 2020 in the above table is the costs of the fixed assets. As of July 31, 2020, accumulated depreciation was $78,076 and the net fixed asset balance as of July 31, 2020 was $4,727,464. Fixed asset costs are being depreciated using the straight-line method based on the useful life of the asset. Depreciation expenses was $175,204 and $78,076 for the years ended July 31, 2021, and 2020, respectively. |
Loans Payable
Loans Payable | 12 Months Ended |
Jul. 31, 2021 | |
Loans Payable | |
5. Loans Payable | The Company has the following notes payable outstanding as of July 31, 2021 and, 2020: July 31, 2021 July 31, 2020 Promissory Note payable, interest at 10%, matured December 19, 2019, in default at July 31, 2020 $ -0- $ 24,989 Secured Promissory Note payable, interest at 15%, matures August 15, 2024. 1,760,000 1,760,000 Secured Promissory Note payable, interest at 6%, matures August 23, 2024 2,750,000 2,750,000 Promissory Note, interest at 5.66%, matures October 1, 2023 112,013 148,604 Paycheck Protection Program loan 444,850 444,850 Secured Promissory Note payable, interest at 15%, matures June 15, 2022, net of discount of $8,563 2,660,185 -0- Promissory Note, interest at 4.75%, matures March 2, 2022 406,137 -0- Sub- total notes payable, net of discount 8,133,185 5,128,443 Less long-term portion 4,575,591 4,618,132 Current portion of notes payable $ 3,557,594 $ 510,311 On June 18, 2019, the Company entered into a Promissory Note with a face value of $155,250, with a non-related third party. The note was initially due July 19, 2019, however the parties agreed to extend the note for six months pursuant to the terms of the note. The extension also carried a 10% interest rate. On August 15, 2019, the Company entered into a Secured Promissory Note with a face value of $1,760,000, with a non-related party. The note requires monthly payments of interest only at the rate of 15% per annum. The note is secured by a second charge on the Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is August 15, 2024. On August 23, 2019, the Company entered into a Secured Promissory Note with a face value of $2,750,000, with a non-related party. The note requires monthly payments of interest only at the rate of 6% per annum. The note is secured by a Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is August 23, 2024. On September 12, 2019, the Company entered into a Promissory Note with a face value of $183,031 with a non-related party for the purchase of equipment. The note requires monthly payments of $4,290 including interest at the rate of 5.66% per annum for a period of 48 months commencing November 1, 2019. The loan is secured by a collateral charge on production equipment. Of the amount owed, $46,422 is included in current liabilities and $65,591 is included in long-term liabilities on the consolidated balance sheet presented herein. On April 30, 2020 the Company received loan proceeds in the amount of $444,850 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company believes it has used the proceeds for purposes consistent with the PPP, however, we cannot assure you that the Company will be eligible for forgiveness of the loan, in whole or in part. On December 15, 2020, the Company entered into a Secured Promissory Note with a face value of $2,668,748, with the same lender of the August 23, 2019, Secured Promissory Note. The principal balance of the note included an initial debt discount of $25,688, that will be amortized to interest expense over the term of the note. For the year ended July 31, 2021, the Company recorded $17,125 of interest expense. As of July 31, 2021, there remains $8,563 of unamortized debt discount. The note requires monthly payments of interest only at the rate of 15% per annum. The note is secured by a third Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is June 15, 2022. A portion of the face value of this note was used to repay $1,140,000 of related party amounts due (see Note 7). On March 2, 2021, the Company entered into a Promissory Note with a face value of $406,137 related to the Asset Purchase Agreement with Primordia. The note carries an interest rate of 4.75% per annum and matures with a balloon a payment of principal and all accrued and unpaid interest on March 2, 2022. Maturity of loans payable: Amount For the year ending July 31, 2022 $ 3,557,594 For the year ending July 31, 2023 49,084 For the year ending July 31, 2024 16,507 For the year ending July 31, 2025 4,510,000 Total $ 8,133,185 |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Jul. 31, 2021 | |
Convertible Note Payable | |
6. Convertible Note Payable | On December 19, 2019, the Company entered into an securities purchase agreement, which was amended on January 8, 2020 (collectively, the “SPA”) with Triton Funds, LP, an accredited investor (“Triton”), pursuant to which the Company issued and sold to Triton (i) a discounted convertible promissory note (the “Note”) in the aggregate principal amount of up to $750,000, due June 30, 2020, bearing interest at a rate of ten percent (10%) per annum and convertible into shares of the Company’s common stock at a conversion price of $2.50 per share and (ii) a common stock purchase warrant (the “Warrant”), exercisable for two (2) years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share, subject to adjustment, for an aggregate purchase price of $600,000. If not exercised, the Warrant will expire at 5:00 pm EST on December 31, 2021. The Note can be prepaid at any time by paying 110% of the then outstanding principal, interest, default interest (if any), and any other amounts then due under the Note. The Note is initially convertible at a price per share equal to $2.50 (the “Fixed Conversion Price”); provided, however, that during the continuance of an event of default under the Note, the conversion price shall be equal to 75% of the lowest trading price of the Company’s common stock during the 30 trading days prior to conversion. On December 31, 2019, Triton paid an initial purchase price of $100,000 at the initial closing. The Company received net proceeds of $85,000 after paying fees of $15,000. On February 20, 2020, Triton paid the purchase price balance of $500,000. The original issue discount on the Note is a total of $150,000. On March 31, 2020, the Company and Triton entered into a Modification Agreement, pursuant to which (i) the Company paid $250,000 of the principal amount of the Note, bringing the principal balance of the Note on that date to $500,000, (ii) the maturity date of the Note was extended to August 20, 2020, (iii) the conversion price of the Note was established as 75% of the lowest trading price of our common stock during the 30 trading days prior to conversion, and (iv) the minimum volume weighted price requirement of the Note was deleted. As of July 31, 2020, the principal balance of the Note was $171,213. On August 19, 2020, the Company paid the remaining principal and accrued and unpaid interest in the aggregate of $200,000 and as of that date the note balance is $-0-. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions | |
7. Related party transactions | Controlling Shareholder As of July 31, 2021, Alita Capital, Inc., together with its affiliates (collectively, “Alita”), is the controlling shareholder of the Company’s common stock, as Alita owns approximately 50.2% of our issued and outstanding common stock, accordingly, Alita has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders, including the approval of any potential merger or sale of all or substantially all assets or segments of the Company, or the Company itself. Alita is controlled by Mr. Ron Loudoun, the Company’s Chief Executive Officer. Alita is subject to certain restrictions under federal securities laws on sales of its shares as an affiliate. Should Alita sell or otherwise dispose of all or a portion of its position in the Company, a change in ownership and control of the Company could occur. A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of the Company’s net operating losses (“NOLs”) for federal and state income tax purposes. Furthermore, a change of control could trigger the change of control provisions in a number of our material agreements. During the year ended July 31, 2021, Alita made advances to the Company (including direct payments to vendors) and received reimbursements from the Company as follows: Balance July 31, 2020 $ 2,405,306 Advances and interest charged 2,361,646 Reimbursements (1,638,489 ) Balance July 31, 2021 $ 3,128,463 The above balances as of July 31, 2021, and 2020, are presented in due to related parties on the consolidated balance sheets presented herein. Imputed interest of $261,976 and $154,074 for the years ended July 31, 2021, and 2020, respectively, has been recorded for the above related party debts with the offset to additional paid in capital. Management Fees and accounts payable – related parties For the years ended July 31, 2021, and 2020, the Company recorded expenses to its officers and former officers in the following amounts: July 31, 2021 July 31, 2020 CEO, parent $ 90,000 $ 90,000 Chief Technology Officer 30,000 30,000 Chief Financial Officer - 4,250 Chief Operating Officer 150,000 22,500 Former CEO, subsidiary - 75,000 Former President, subsidiary - 75,000 Former Director - 7.500 $ 270,000 $ 304,250 For the year ended July 31, 2021, the activity for expenses recognized and payments to officers and former officers as follows: Balance at July 31, 2020 Additions Payments Balance at July 31, 2021 CEO, parent $ 90,000 $ 90,000 $ - $ 180,000 Chief Technology Officer 15,000 30,000 52,500 (7,500 ) Chief Operating Officer - 161,179 47,500 113,679 Chief Project Manager - 162,468 122,000 40.468 Former CEO, subsidiary 67,500 - - 67,500 Former President, subsidiary 67,500 - - 67,500 Former Chief Agricultural Officer, subsidiary 27,144 - - 27,144 Former Director 35,000 - - 35,000 $ 302,144 $ 443,647 $ 222,000 $ 523,791 All of the above amounts are non-interest bearing, unsecured and due on demand, and are presented in accounts payable related parties on the consolidated balance sheets presented herein. Other On September 21, 2020, the Company issued 50,000 shares of common stock in the aggregate to two relatives of our Chief Project Manager (the “CPM”) in exchange for production equipment, pursuant to a Stock Purchase Agreement dated September 3, 2020, with an effective date of January 31, 2020. The shares were valued at $51,500 based on OTC’s closing trade price on the date of the agreement (see Note 8). The Company recognized a loss of $1,500 on the acquisition of these fixed assets. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Jul. 31, 2021 | |
Stockholders Equity | |
8. Stockholders' Equity | Common Stock As of July 31, 2021, the Company has 375,000,000 shares of $0.001 par value common stock authorized and there are 44,126,138 shares of common stock issued and outstanding. For the year ended July 31, 2021, the Company issued the following shares: On September 2, 2020, the Company issued 500,000 common shares to SRAX, Inc. (“SRAX”), in exchange for the right to use the SRAX Sequire platform, pursuant to a Platform Account Contract dated August 4, 2020. The shares were valued at $355,550 based on OTC’s closing trade price on the date of the agreement. The term of the contract was for one year, and accordingly, the Company has included the $355,550 in stock-based compensation expense for the year ended July 31, 2021. On September 13, 2020, and concurrently with the execution of the Financing Agreement, the Company issued to GHS Investments, LLC, 150,857 restricted shares of its Common stock (the “Commitment Shares”) to offset transaction costs (see Note 9 (o)). The shares were valued at $155,383 based on OTC’s closing trade price on the date of the agreement and were initially recorded as a prepaid expense. As a result of the Company not selling any shares to GHS, and may not occur in the future, the Company recognized $155,383 as stock-based compensation expense for the year ended July 31, 2021. On September 21, 2020, the Company issued 250,000 shares of common stock to the CEO of the Company in exchange for consulting services, pursuant to his agreement dated August 1, 2019 (see Note 9 (b)). On September 21, 2020, the Company issued 100,000 shares of common stock to the Company’s CPM in exchange for consulting services, pursuant to his consulting agreement dated August 1, 2019 (see Note 9 (c)). The shares were valued at $148,000 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 100,000 shares of common stock to the Chief Science Officer of the Company pursuant to his employment agreement dated August 1, 2020 (see Note 9 (l)). The shares were valued at $87,250 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 25,000 common shares to the Assistant Agricultural Operations Manager of the Company in exchange for consulting services, pursuant to her consulting agreement dated August 1, 2019 (see Note 9 (e)). The shares were valued at $37,000 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 200,000 shares of common stock pursuant to a consulting agreement dated July 1, 2020. The value of the shares of $92,000 was recorded against stock payable. On September 21, 2020 and under the terms of the Placement Agreement dated September 18, 2020, with Boustead Securities LLC (“BSL”), the Company issued to BSL an advisory fee of two hundred fifty thousand (250,000) shares of common stock (see Note 9 (p)). The shares were valued at $187,500 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 50,000 shares to the Company’s CFO, pursuant to his consulting agreement dated February 13, 2020 (see Note 9 (i)). The shares were valued at $60,750 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 50,000 shares of common stock to a consultant for advice on real estate acquisitions, pursuant to his consulting agreement (see Note 9 (n)). The shares were valued at $58,500 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 125,000 shares of common stock to a consultant for advisory services to the Board of Directors of the Company, pursuant to his consulting agreement (see Note 9 (j)). The shares were valued at $113,750 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 125,000 shares of common stock to a consultant for advisory services to the Board of Directors of the Company, pursuant to his consulting agreement (see Note 9 (k)). The shares were valued at $113,750 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 100,000 shares of common stock to a consultant for services, pursuant to his agreement dated February 1, 2020 (see Note 9 (h)). The shares were valued at $187,000 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 125,000 shares of common stock to a shareholder for advisory services to the Company, pursuant to his consulting agreement August 1, 2019 (see Note 9 (d)). The shares were valued at $185,000 based on OTC’s closing trade price on the date of the agreement. On September 21, 2020, the Company issued 50,000 shares of common stock in the aggregate to two relatives of our CPM in exchange for production equipment, pursuant to a Stock Purchase Agreement dated September 3, 2020, with an effective date of January 31, 2020. The shares were valued at $51,500 based on OTC’s closing trade price on the date of the agreement. On September 29, 2020, the Company issued 140,000 shares of common stock to a non-related third party for the purchase of farm vehicles, pursuant to a Stock Purchase Agreement dated July 27, 2020, and effective June 1, 2020. The shares were valued at $137,200 based on OTC’s closing trade price on the effective date of the agreement. On November 15, 2020, the Company issued 100,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated November 15, 2019, for services performed as COO of the Company (see Note 9 (g)). On November 15,2020, the Company issued 125,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated August 18, 2020 (see Note 9 (m)). The shares were valued at $75,000 based on OTC’s closing trade price on the issuance date, pursuant to the agreement. On December 1, 2020, the Company issued 50,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated December 1, 2020, for services performed as Corporate Communications Officer of the Company (see Note 9 (q)). The shares were valued at $34,000 based on OTC’s closing trade price on the effective date of the agreement. On January 15, 2021, the Company issued 100,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated January 15, 2021, for services performed (see Note 9 (r)). The shares were valued at $75,000 based on OTC’s closing trade price on the effective date of the agreement. On February 17, 2021, the Company issued 125,000 shares of restricted common stock to a consultant, pursuant to a consultant agreement dated February 1, 2021, for services performed (see Note 9 (s)). The shares were valued at $113,750 based on OTC’s closing trade price on the effective date of the agreement. On February 17, 2021, the Company issued 200,000 shares of restricted common stock to a consultant, pursuant to a consultant agreement dated August 1, 2019, for services performed (see Note 9 (c)). The shares were valued at $296,000 based on OTC’s closing trade price on the effective date of the agreement. On March 10, 2021, the Company recorded the issuance in the aggregate of 200,000 shares of restricted common stock to two consultants, pursuant to a consultant agreement dated March 10, 2021, for services performed (see Note 9 (w)). The shares were valued at $206,000 based on OTC’s closing trade price on the effective date of the agreement. On March 11, 2021, the Company recorded the issuance in the aggregate of 60,000 shares of restricted common stock pursuant to an Asset Purchase Agreement between the Company and Castillo (see Note 11) for the purchase of certain assets. The shares were valued at $69,600 based on OTC’s closing trade price on the effective date of the agreement and the Company recorded inventory of $69,400. On March 15, 2021, the Company recorded the issuance of 260,000 shares of restricted common stock pursuant to a consultant agreement dated March 15, 2021, for services performed (see Note 9 (x)). The shares were valued at $338,000 based on OTC’s closing trade price on the effective date of the agreement. On June 8, 2021, the Company issued 75,000 shares of restricted common stock pursuant to a consulting agreement dated May 1, 2021, for services (see Note 9 (ac)). The shares were valued at $97,500 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 125,000 shares of common stock to the CEO of the Company in exchange for consulting services, pursuant to his agreement dated August 1, 2019 (see Note 9 (b)). The shares were valued at $185,000 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 100,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated November 15, 2019 (see Note 9 (g), for services performed as COO of the Company. The shares were valued at $200,000 based on OTC’s closing trade price on the effective date of the agreement. On June 8, 2021, the Company issued 100,000 shares of common stock to the Chief Science Officer of the Company pursuant to his employment agreement dated August 1, 2020 (see Note 9 (l)). The shares were valued at $87,250 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 50,000 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a February 1, 2021 agreement (see Note 9 (u)). The shares were valued at $44,500 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 12,500 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a March 1, 2021 agreement (see Note 9 (v)). The shares were valued at $15,125 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 100,000 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a March 15, 2021 agreement (see Note 9 (ab)). The shares were valued at $130,000 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 100,000 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a March 15, 2021 agreement (see Note 9 (y)). The shares were valued at $130,000 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 100,000 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a March 15, 2021 agreement (see Note 9 (z)). The shares were valued at $130,000 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 50,000 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a March 15, 2021 agreement (see Note 9 (aa)). The shares were valued at $65,000 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 25,000 shares of common stock to a non-related party consultant in exchange for consulting services pursuant to a March 15, 2021 agreement. The shares were valued at $32,500 based on OTC’s closing trade price on the date of the agreement. On June 8, 2021, the Company issued 100,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated November 15, 2019 (see Note 9 (g)), for services performed as COO of the Company. The shares were valued at $200,000 based on OTC’s closing trade price on the effective date of the agreement. On June 8, 2021, the Company issued 50,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement dated December 1, 2020 (see Note 9 (q)), for services performed as Corporate Communications Officer of the Company. The shares were valued at $34,000 based on OTC’s closing trade price on the effective date of the agreement. Common Stock to be issued On November 15, 2019, the Company agreed to issue 100,000 common shares to a former Independent Director of the Company, William Creekmur, in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement. The Company issued 50,000 of the shares on April 20, 2020. The remaining 50,000 shares valued at $100,000 have not been issued and are included in Stock payable as of July31, 2021, and 2020. During the year ended July 31, 2021, the Company sold 356,000 shares of common stock at $2.00 per share for proceeds of $712,000. The shares were not issued as of July 31, 2021 and $712,000 is included in Stock payable as of July 31, 2021. The Company also issued warrants to purchase 356,000 shares of common stock at an exercise price of $3.00 per share, with an expiration date on the second anniversary of the date of issuance. Warrants In July 2021, in conjunction with sale of common stock to be issued, the Company issued warrants (the “Warrants”) to purchase 356,000 shares of common stock. The Warrants have an exercise price of $3,00 per share and an expiration date on the second- year anniversary of their issuance. A summary of the Company’s warrant activity and related information for the eyer ended July 31, 2021 is as follows: Number of Warrants Weighted average exercise price Outstanding beginning of year - $ - Granted 356,000 $ 3.00 Outstanding and exercisable, end of year 356,000 $ 3.00 |
Commitments Contingencies
Commitments Contingencies | 12 Months Ended |
Jul. 31, 2021 | |
Commitments Contingencies | |
9. Commitments/Contingencies | (a) On September 1, 2018, the Company entered into a consulting agreement with the CTO, Jeff Palumbo, whereby the Company agreed to pay a consulting fee of $2,500 per month for a period of two years commencing August 1, 2018. The agreement can be extended to four years upon mutual agreement. Upon completion of a minimum $1,000,000 financing, the Company will increase this payment to $5,000 per month. Upon completion of a minimum $5,000,000 financing or profitable operations, the Company will increase this payment to an amount mutually agreed upon that reflects the market rate for services provided by the CTO. (b) On August 1, 2019, the Company entered into a consulting agreement with the CEO of the Company, Ron Loudoun, whereby the Company agreed to pay a consulting fee of $7,500 per month for a period of three years and pursuant to which, the Company agreed to issue the CEO 250,000 shares of common stock of the Company annually. The Company recorded expenses of $90,000 for the years ended July 31, 2021 and 2020, respectively. Pursuant to the agreement, during the year ended July 31, 2021, the Company issued 375,000 shares of restricted common stock. (c) On August 1, 2019, the Company entered into a consulting agreement with the Chief Project Manager, Greg Stinson, whereby the Company agreed to pay a signing bonus of $15,000 and a consulting fee of $7,500 per month for a period of five years. Pursuant to the agreement, the Company also agreed to annually issue to the Consultant 200,000 shares of common stock of the Company. Pursuant to the agreement, during the year ended July 31, 2021, the Company issued 300,000 shares of restricted common stock. (d) On August 1, 2019, the Company entered into a consulting agreement with a shareholder. Pursuant to the agreement, the consultant will provide general advisory services, strategic planning advice and support. The Company agreed to issue to the consultant 125,000 shares of restricted common stock of the Company on the one- year anniversary of the agreement. The shares were issued September 21, 2020. (e) On August 1, 2019, the Company entered into a consulting agreement with the Assistant Agricultural Operations Manager, Carol Snyder, whereby the Company agreed to pay a signing bonus of $4,000 and a consulting fee of $2,000 per month for a period of year. At the end of the six-month period, the Company may evaluate the performance with regards to an extension of the agreement. Pursuant to the agreement, the Company is to issue the Consultant 25,000 shares of common stock of the Company. Pursuant to the agreement, during the year ended July 31, 2021, the Company issued 25,000 shares of restricted common stock. (f) On November 15, 2019, the Company agreed to issue 100,000 common shares to a former Independent Director of the Company, William Creekmur, in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement. The Company issued 50,000 of the shares on April 20, 2020. The remaining 50,000 shares valued at $100,000 have not been issued and are included in Stock payable as of July31, 2021, and 2020. (g) On November 15, 2019, the Company entered into a consulting agreement with Kyle MacKinnon. Pursuant to the agreement, the consultant is to fulfill the role of Chief Operating Officer (the “COO”) of the Company. The Company agreed to compensate the consultant $7,500 per month and issue 200,000 shares of restricted common stock annually. Each year, the first 100,000 shares are to be issued on the effective date and subsequent anniversary dates and an additional 100,000 shares are to be issued six (6) months thereafter. Pursuant to the agreement. during the year ended July 31, 2021, the Company issued 300,000 shares of restricted common stock. (h) On February 1, 2020, the Company entered onto a consulting agreement with David Racz as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, strategic planning and general advisory services. The Consultant is to be issued 100,000 shares of restricted common stock, of which 50,000 were due on the effective date. On September 21, 2020, the Company issued 100,000 shares of restricted common stock and recorded stock compensation expense of $187,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (i) On February 13, 2020, the Company entered into a six-month consulting agreement with the CFO of the Company, Todd Mueller, whereby the Company agreed to pay a consulting fee of 100,000 shares, 50,000 shares would be delivered upon the execution of the agreement (certificated on July 14, 2020) and 50,000 delivered in six months based on the continuation of the agreement. Following the initial term, the Company and the consultant may extend the term for up to 5 years on similar terms and conditions by further agreement in writing to that effect. The Company may terminate this agreement for any reason prior to the expiry of this agreement with 30-day notice and full vesting of stock or stock options for the period of engagement. The consultant may end this agreement with 30 days written notice prior to the end of the term. On September 21, 2020, the Company issued 50,000 shares of restricted common stock. (j) On July 23, 2020, the Company entered onto a consulting agreement with Joseph D. Kowal as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and financial planning services. The consultant is to receive a monthly fee of $6,000 and to be issued 500,000 shares of restricted common stock. The shares are to be issued in quarterly installments of 125,000 beginning on the effective date and every 90 days thereafter. The initial 125,000 shares were issued on September 21, 2020. Pursuant to the terms of the agreement, the Company terminated the agreement on October 21, 2020. As of the termination date, there are no additional shares due to the Consultant. (k) On July 23, 2020, the Company entered onto a consulting agreement with Ralph Olson as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and financial planning services. The consultant is to receive a monthly fee of $6,000 and to be issued 500,000 shares of restricted common stock. The shares are to be issued in quarterly installments of 125,000 beginning on the effective date and every 90 days thereafter. The initial 125,000 shares were issued on September 21, 2020. Pursuant to the terms of the agreement, the Company terminated the agreement on October 21, 2020. As of the termination date, there are no additional shares due to the consultant. (l) Effective August 1, 2020, the Company entered into an employment agreement with Dr. Levan Darjania, PhD as the Company’s Chief Science Officer. Dr. Darjania is a seasoned and accomplished research and development (“R&D”) professional and program manager with over 26-years’ experience in biotechnology, pharmaceutical drug development (both industry and academia) and proven track record of success in developing and directing in-house and collaborative research and development programs, and forward-thinking strategic planning capabilities. Pursuant to the agreement the Company has agreed to compensate Dr. Darjania an annual base salary of $250,000, and the issuance of 200,000 shares of common stock, of which 100,000 vested on the effective date and 100,000 vested six (6) months from the effective date. Pursuant to the agreement, during the year ended July 31, 2021, the Company issued 200,000 shares of restricted common stock. (m) On August 18, 2020, the Company entered into a one-year consulting agreement with a non-related third party. Pursuant to the terms of the agreement; the consultant will provide assistance in the Company’s public reporting responsibilities and other matters as may be requested by the Board of Directors of the Company. The Company has agreed to compensate the consultant $5,000 per month and after ninety (90) days issue the consultant $75,000 of restricted common stock, based on the market price of the common stock on that date. On November 15, 2020, the Company issued 125,000 shares of restricted common stock to the consultant, based on the price of $0.60 per share. (n) On September 1, 2020, the Company entered into a one- year consulting agreement with a consultant to provide advice on real-estate acquisitions. On September 21, 2020, pursuant to the terms of the agreement, the Company issued 50,000 shares of restricted common stock to the consultant. (o) On September 13, 2020, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS Investments, LLC (“GHS”) for an equity line. Although the Company is not required to sell shares under the Financing Agreement, the Financing Agreement gives the Company the option to sell to GHS up to $25,000,000 worth of our common stock, in increments, over the period ending on the earlier of (i) the date GHS has purchased an aggregate of $25,000,000 of the Company’s common stock pursuant to the Financing Agreement, or (ii) the date that the registration statement for the registration of the secondary offering and resale of the shares to be acquired by GHS pursuant to the Financing Agreement is no longer in effect (the “Open Period”). Concurrently with the execution of the Financing Agreement, on September 13, 2020, the Company issued to GHS 150,857 restricted shares of its Common stock (“Commitment Shares”) to offset transaction costs. The Commitment Shares are deemed earned upon the execution of the Financing Agreement. The Company valued the shares at $155,383, based on OTC’s closing trade price on the date of the agreement. The Company has not sold and does not plan to sell any shares of common stock to GHS and therefore has recorded $155,383 as stock-based compensation for the year ended July 31, 2021. The Company will sell shares of its common stock to GHS at a price equal to 100% of the lowest closing price of the Company’s common stock during the ten (10) consecutive trading day period ending on the date on which it delivers a put notice to GHS (the “Market Price”), and the Company will be obligated to simultaneously deliver the number of shares equal to120% of the put notice amount based on the Market Price. In addition, the Financing Agreement (i) imposes an ownership limitation on GHS of 4.99% (i.e., GHS has no obligation to purchase shares if it beneficially owns more than 4.99% of our common stock), (ii) requires a minimum of ten (10) trading days between put notices, and (iii) prohibits any single Put Amount from exceeding $500,000. Concurrently therewith, the Company entered into a registration rights agreement with GHS, pursuant to which the Company agreed to file a registration statement with the SEC for the registration of the secondary offering and resale of the shares to be acquired by GHS pursuant to the Financing Agreement and the 150,857 Commitment Shares and to have the registration statement declared effective by the SEC at the earliest possible date. The registration statement was declared effective by the SEC on September 21, 2020. (p) On September 18, 2020, the Company entered into a Placement Agent and Advisory Services Agreement (the “Placement Agreement”) with Boustead Securities, LLC (“BSL”), an investment banking firm that advises clients on mergers and acquisitions, capital raises, and restructuring assignments in a wide array of industries and circumstances. The initial term of this agreement shall be exclusive for six (6) months from the Company’s delivery of an offering memorandum to BSL. After the initial term, the term of the Placement Agreement will automatically be extended for additional successive one (1) year periods unless either party provides written notice to the other party of its intent not to so extend the term at least thirty (30) days before the expiration of the then current term. Under the terms of the Placement Agreement, the Company issued to BSL an advisory fee of two hundred fifty thousand (250,000) shares of restricted common stock on September 21, 2020. The Company valued the shares at $187,500, based on OTC’s closing trade price on the date of the agreement and recorded the amount as stock-based compensation for the year ended July 31, 2021. (q) On December 1, 2020, the Company entered onto a consulting agreement with Heidi Thomassen. Pursuant to the agreement, the consultant is to fulfill the role of Chief Communications Officer (the “CCO”) of the Company. The Company agreed to compensate the consultant $5,000 per month and issue 100,000 shares of restricted common stock annually. Each year, the first 50,000 shares are to be issued on the effective date and subsequent anniversary dates and an additional 50,000 shares are to be issued six (6) months thereafter. The Company issued the initial 50,000 shares of restricted common stock on the effective date. (r) On January 15, 2021, the Company entered into a consulting agreement with a non-related third party (the “Consultant”). Pursuant to the terms of the agreement; the Consultant, among other matters, will provide services to the Company related to reviewing, analyzing and assessing the Company’s financial requirements. The Company has agreed to compensate the Consultant 200,000 shares of restricted common stock. The first 100,000 shares were issued on the effective date and the remaining 100,000 shares are to be issued at the beginning of the third month from the effective date. The Company issued 100,000 during the year ended July 31, 2021. (s) On February 1, 2021, the Company entered into a consulting agreement with Ralph Olson as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to receive a monthly fee of $6,000 and to be issued 125,000 shares of restricted common stock. The shares were issued during the year ended July 31, 2021. (t) On February 1, 2021, the Company entered into a six- month consulting agreement with Daniel Claycamp as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to be issued 100,000 shares of restricted common stock, of which 50,000 shares were due upon the signing of the agreement and 50,000 shares to be issued on the six- month anniversary of the agreement. During the year ended July 31, 2021, the Company issued the initial 50,000 shares as stock compensation expense of $44,500 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (u) On February 1, 2021, the Company entered into a six- month consulting agreement with Jason Smithson as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to be issued 25,000 shares of restricted common stock. During the year ended July 31, 2021, the Company issued the 25,000 shares as stock compensation expense of $32,500 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (v) On March 1, 2021, the Company entered into a consulting agreement with Scott Skyler. Pursuant to the agreement, the consultant is to fulfill the role of Project Manager, Processing Division of the Company. The Company agreed to compensate the consultant $75 per hour and issue 25,000 shares of restricted common stock annually. Each year, the first 12,500 shares are to be issued on the effective date and subsequent anniversary dates and an additional 12,500 shares are to be issued six (6) months thereafter. During the year ended July 31, 2021, the Company issued 12,500 shares as stock compensation expense of $15,125 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (w) On March 10, 2021, the Company entered into a consulting agreement with a non-related third party (the “Consultant”). Pursuant to the terms of the agreement; the Consultant, among other matters, will provide services to the Company related to reviewing, analyzing and assessing the Company’s financial requirements. The Company has agreed to compensate the Consultant or its designees, 200,000 shares of restricted common stock. During the year ended July 31, 2021, the Company issued 200,000 shares as stock compensation expense of $206,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (x) On March 15, 2021, the Company entered into a consulting agreement with Ron Frank as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to be issued 260,000 shares of restricted common stock. During the year ended July 31, 2021, the Company issued 260,000 shares as stock compensation expense of $338,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (y) On March 15, 2021, the Company entered into a consulting agreement with Dylan Piccolo as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to be issued 100,000 shares of restricted common stock. During the year ended July 31, 2021, the Company issued 100,000 shares as stock compensation expense of $130,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (z) On March 15, 2021, the Company entered into a consulting agreement with David Mapley as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to be issued 100,000 shares of restricted common stock. The consultant is to be issued 100,000 shares of restricted common stock. During the year ended July 31, 2021, the Company issued 100,000 shares as stock compensation expense of $130,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (aa) On March 15, 2021, the Company entered into a consulting agreement with Biome Sciences, Inc as a Scientific Advisory Board Member of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. The consultant is to be issued 100,000 shares of restricted common stock, of which 50,000 shares are to be issued on the date of the agreement and 50,000 shares are to be issued on the six- month anniversary of the agreement. During the year ended July 31, 2021, the Company issued 50,000 shares as stock compensation expense of $65,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (ab) On March 15, 2021, the Company entered into a consulting agreement with Matthew Schwaigert. Pursuant to the agreement, the consultant is to fulfill the role of Director of Cultivation of the Company. The Company agreed to compensate the consultant $7,500 per month and issue 100,000 shares of restricted common stock upon the execution of the agreement and 100,000 shares of restricted common stock on the six-month anniversary of the agreement. During the year ended July 31, 2021, the Company issued 100,000 shares as stock compensation expense of $130,000 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. (ac) On May 1, 2021, the Company entered into a consulting agreement with Patrick Kolenik as an advisor to the Board of Directors of the Company. Pursuant to the agreement, the consultant is to provide among other matters, general advisory services, strategic planning and support. During the year ended July 31, 2021, the Company issued 75,000 shares as stock compensation expense of $97,500 for the year ended July 31, 2021, based on the market price of the common stock on the date of the agreement. There is currently no pending or threatened litigation. |
Sales concentration
Sales concentration | 12 Months Ended |
Jul. 31, 2021 | |
Sales concentration | |
10. Sales concentration | For the year ended July 31, 2021, 100% of our revenue of $40,954 is from the land use rental income from SDGE (see Note 2). SDGE vacated the property in October 2020. |
Asset Purchase Agreements
Asset Purchase Agreements | 12 Months Ended |
Jul. 31, 2021 | |
Asset Purchase Agreements | |
11. Asset Purchase Agreements | Primordia Asset Purchase Agreement On March 2, 2021, the Company entered into an Asset Purchase Agreement (the “Primordia APA”) with Primordia, LLC (“Primordia”), a Nevada limited liability company. Pursuant to the Primordia APA, the Company acquired from Primordia certain assets for the purchase price of $431,137. The Company paid Primordia $25,000 and issued a $406,137 Promissory Note (the “Note”). The Note matures March 2, 2022, and carries a per annum interest rate of 4.75%. Consideration given: Cash $ 25,000 Promissory note 406,137 Total consideration $ 431,137 Assets acquired: Asset cluster $ 431,137 Total assets acquired $ 431,137 The Company did not buy an employee base or a significant process. The company had acquired intangible assets and inventory but determined the inventory was defective and there was no value with any associated intangibles so as a result the full value represents the fixed assets acquired that are called the asset cluster. The asset cluster is being amortized over a five year period straight line based upon the asset type and weighted average estimated useful life. There are no sales or costs included in the consolidated statement of operations for the year ended July 31, 2021. Castillo Asset Purchase Agreement On March 15, 2021, the Company entered into an Asset Purchase Agreement (the “Castillo APA”) with Castillo Seed L.L.C. (“Castillo”), a Puerto Rico limited liability company. Pursuant to the Castillo APA, the Company acquired from Castillo certain assets per the Castillo APA in exchange for 60,000 shares of restricted common stock. Consideration given: 60,000 shares of common stock values at $1.16 per share $ 69,400 Assets acquired: Inventory $ 69,400 This is an asset purchase that consisted of inventory only. As of July 31, 2021, management has determined that the inventory is impaired and has included $69,400 in inventory impairment expense for the year ended July 31 2021. Admay Asset Purchase Agreement On April 14, 2021, the Company entered into an Asset Purchase Agreement (the “Admay APA”) with Admay, Inc (“Admay”), a Wyoming company. Pursuant to the Admay APA, the Company can acquire from Admay certain assets per the APA in exchange for up to $2,822,000 (the “Purchase Price”). The Purchase Price will be a combination of cash and restricted shares of common stock of the Company. On April 15, 2021, the APA was consummated and the Company paid $10,000 and agreed to pay $162,400 for the inventory purchase (the “Initial Purchase”). Additionally, the Company agreed to pay $25,000 to a third- party for the trademarks of the brands American Hemp and Diablo (related to hemp cigarettes only). The $25,000 was paid by a related party and is included in Due to related party on the consolidated balance sheets presented herein. The Company is not obligated to buy any additional inventory. As of July 31, 2021, the Company had paid $3,000 of the Initial Purchase. Consideration given: Cash to Admay $ 10,000 Payable to related party 25,000 Commitment payable to Admay 162,400 Total consideration $ 197,400 Assets Acquired: Inventory $ 172,400 Intangible assets (trademarks) 25,000 Total assets acquired $ 197,400 This purchase did not include a significant process, customer base or employees and was considered an asset purchase for the brand names and actual cigarettes that were impaired due to the lack of sales and aging product. Intangible assets are recorded at estimated fair value, as determined by management based on available information. The brand has an indefinite life and will not be amortized. As of July 31, 2021, management determined that the inventory was impaired and has included $172,400 in inventory impairment expense for the year ended July 31 2021. There are no sales or costs included in the consolidated statement of operations for the year ended July 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2021 | |
Income Taxes | |
12. Income Taxes | The Company has net operating losses carried forward of $21,357,341 available to offset taxable income in future years which commence expiring in fiscal 2028. The Company is subject to United States federal and state income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: July 31, 2021 July 31, 2020 Income tax recovery at statutory rate $ (1,762,182 ) $ (1,622,931 ) Change in enacted tax rates - - Change in valuation allowance 1,762,182 1,622,931 Provision for income taxes $ - $ - The significant components of deferred income tax assets and liabilities as of July 31, 2021, and 2020, are as follows: July 31, 2021 July 31, 2020 Net operating losses carryforward $ 4,485,041 $ 2,722,859 Valuation allowances (4,485,041 ) (2,722,859 ) Net deferred income tax asset $ - $ - The 2017 Act reduces the corporate tax rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2021 | |
Subsequent Events | |
13. Subsequent Events | On August 20, 2021, Green Hygienics Properties, LLC (“GHP”) executed a Purchase and Sale Agreement (the “PSA”) to acquire 95,625+- acres, located in Lincoln County, North Carolina (the “Lincoln Property”). The Company is the sole member of GHP, and Mr. Loudoun, the Company’s CEO is the Manager of GHP. The property located just outside of Charlotte, North Carolina, includes approximately 170,000 square feet of industrial buildings. The Company plans to utilize the Lincoln Property to launch its industrial hemp manufacturing division, with a goal to produce hemp derived food grade products and fiber for textiles. North Carolina leads the nation in total value of textile manufacturing and exports with over $2 billion in textile exports in 2019. Pursuant to the PSA, the closing for the purchase of the Lincoln Property is to occur on or before November 30, 2021, subject to due diligence, for a cash payment of $2,400,000, of which $25,000 has been put into an escrow account. On September 22, 2021, the Company announced the offering of a green bond exclusively in Europe (the “Offering”) in the principal amount of US$100 million. The Offering is issued for a five-year term with a yield of 7.25%, is not convertible, does not include warrants and is expected to close on or about Nov 30, 2021, subject to the satisfaction of certain customary closing conditions. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. Certain amounts from the July 31, 2020 annual report have been reclassified to conform to the presentation used in the current period. |
Principles of Consolidation | These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated. |
Use of Estimates | The preparation of financial statements in accordance 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 at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance and trust funds to be cash equivalents. |
Inventory | Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. In July 2020, the Company planted its first large scale hemp crops for cultivation. The planting covers approximately 120 acres of land. During the year ended July 31, 2021, the Company purchased additional seeds and nutrients to plant and to be later transferred into the fields. These costs included approximately $79,000 for seeds and nutrients and $654,000 on labor to prepare the fields, plant seeds, and to begin harvesting. The Company has determined to record these costs as expenses due to the research and development nature of the current inventory for the year ended July 31, 2021. Additionally, included in research and developments was the inventory of $69,600 acquired from Castillo and the Company recorded inventory impairment of $172,400 related to the hemp cigarettes acquired in the Admay transaction. |
Intangible Assets | During the year ended July 31, 2021, the Company acquired trademarks of $25,000 for the American Hemp and Diablo trademarks (see Note 2). In accordance with ASC 350, “Intangibles—Goodwill and Other,” |
Related Party Transactions | The Company follows ASC 850, Related Party Disclosures |
Income Taxes | The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Foreign Currency Translation | The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in the statement of operations. |
Financial Instruments and Fair Value Measures | Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Stock-based Compensation | The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
Revenue and deferred revenue | In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As of the date of this report, the Company has not recognized any revenue related to the hemp production business. For the year ended July 31, 2021, revenue recognized of $40,954 is related to the land use rental income from San Diego Gas and Electric Company (“SDGE”). SDGE vacated the property in October 2020. As of July 31, 2020, the Company recorded deferred revenue of $15,973, representing a portion of the payment received in July 2020, that pertains to August 2020 rental income and accordingly has been recognized and is included in the revenue for the year ended July 31, 2021. |
Leases | The Company evaluates lease assets and lease liabilities, (if any), pursuant to ASC 842, by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. As of the date of this report, the Company has no material transactions to report. |
Loss Per Share | The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of July 31, 2021, the Company does not have any potentially dilutive shares. |
Comprehensive Loss | ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. |
Recent Accounting Pronouncements | In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. During the year ended July 31, 2021, the Company assessed the impact this guidance had on its financial statements and concluded that at present ASU No. 2018-10 has no impact on its financial statements. |
Fixed assets (Tables)
Fixed assets (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Fixed assets (Tables) | |
Schedule of fixed assets | Useful Life Balance at July 31, 2020 Additions Accumulated Depreciation Balance at July 31, 2021 Production equipment 5 years $ 359,909 $ 708,265 $ (213,275 ) $ 854,899 Furniture and office equipment 5 years 8,102 - (3,243 ) 4,859 Buildings and improvements 15 years 225,167 261,802 (36,763 ) 450,206 Land 4,212,362 - - 4,212,362 $ 4,805,540 $ 970,067 $ (253,281 ) $ 5,522,326 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Loans Payable | |
Schedule of outstanding notes payable | July 31, 2021 July 31, 2020 Promissory Note payable, interest at 10%, matured December 19, 2019, in default at July 31, 2020 $ -0- $ 24,989 Secured Promissory Note payable, interest at 15%, matures August 15, 2024. 1,760,000 1,760,000 Secured Promissory Note payable, interest at 6%, matures August 23, 2024 2,750,000 2,750,000 Promissory Note, interest at 5.66%, matures October 1, 2023 112,013 148,604 Paycheck Protection Program loan 444,850 444,850 Secured Promissory Note payable, interest at 15%, matures June 15, 2022, net of discount of $8,563 2,660,185 -0- Promissory Note, interest at 4.75%, matures March 2, 2022 406,137 -0- Sub- total notes payable, net of discount 8,133,185 5,128,443 Less long-term portion 4,575,591 4,618,132 Current portion of notes payable $ 3,557,594 $ 510,311 |
Maturity of loans payable | Amount For the year ending July 31, 2022 $ 3,557,594 For the year ending July 31, 2023 49,084 For the year ending July 31, 2024 16,507 For the year ending July 31, 2025 4,510,000 Total $ 8,133,185 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions | |
Schedule of reimbursements received | Balance July 31, 2020 $ 2,405,306 Advances and interest charged 2,361,646 Reimbursements (1,638,489 ) Balance July 31, 2021 $ 3,128,463 |
Schedule of expenses due to related parties | July 31, 2021 July 31, 2020 CEO, parent $ 90,000 $ 90,000 Chief Technology Officer 30,000 30,000 Chief Financial Officer - 4,250 Chief Operating Officer 150,000 22,500 Former CEO, subsidiary - 75,000 Former President, subsidiary - 75,000 Former Director - 7.500 $ 270,000 $ 304,250 |
Schedule of expenses and payments | Balance at July 31, 2020 Additions Payments Balance at July 31, 2021 CEO, parent $ 90,000 $ 90,000 $ - $ 180,000 Chief Technology Officer 15,000 30,000 52,500 (7,500 ) Chief Operating Officer - 161,179 47,500 113,679 Chief Project Manager - 162,468 122,000 40.468 Former CEO, subsidiary 67,500 - - 67,500 Former President, subsidiary 67,500 - - 67,500 Former Chief Agricultural Officer, subsidiary 27,144 - - 27,144 Former Director 35,000 - - 35,000 $ 302,144 $ 443,647 $ 222,000 $ 523,791 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Stockholders Equity | |
Schedule of warrant | Number of Warrants Weighted average exercise price Outstanding beginning of year - $ - Granted 356,000 $ 3.00 Outstanding and exercisable, end of year 356,000 $ 3.00 |
Asset Purchase Agreements (Tabl
Asset Purchase Agreements (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions | |
Schedule of primordia asset purchase agreement | Consideration given: Cash $ 25,000 Promissory note 406,137 Total consideration $ 431,137 Assets acquired: Asset cluster $ 431,137 Total assets acquired $ 431,137 |
Schedule of castillo asset purchase agreement | Consideration given: 60,000 shares of common stock values at $1.16 per share $ 69,400 Assets acquired: Inventory $ 69,400 |
Schedule of admay asset purchase agreement | Consideration given: Cash to Admay $ 10,000 Payable to related party 25,000 Commitment payable to Admay 162,400 Total consideration $ 197,400 Assets Acquired: Inventory $ 172,400 Intangible assets (trademarks) 25,000 Total assets acquired $ 197,400 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Income Taxes | |
Schedule of federal statutory rate | July 31, 2021 July 31, 2020 Income tax recovery at statutory rate $ (1,762,182 ) $ (1,622,931 ) Change in enacted tax rates - - Change in valuation allowance 1,762,182 1,622,931 Provision for income taxes $ - $ - |
Schedule of deferred income tax assets and liabilities | July 31, 2021 July 31, 2020 Net operating losses carryforward $ 4,485,041 $ 2,722,859 Valuation allowances (4,485,041 ) (2,722,859 ) Net deferred income tax asset $ - $ - |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) | 12 Months Ended |
Jul. 31, 2021 | |
Cultivation and branding enterprise [Member] | |
Description, ordinary agricultural commodity | The Company is an innovative, full-scope, science-driven, premium hemp cultivation and branding enterprise focused on the cultivation and processing of industrial hemp for cannabidiol (“CBD”). The Hemp Farming Act of 2018 removed hemp from Schedule I controlled substances (defined as cannabis with less than 0.3% THC) making it an ordinary agricultural commodity. |
Going Concern and Managements_2
Going Concern and Managements Plans (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 15, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2021 | |
Net loss | $ (8,391,343) | $ (7,728,245) | ||
Accumulated Deficit | $ (58,885,730) | $ (50,494,387) | $ (58,885,730) | |
Working capital deficit | $ (7,825,264) | |||
Engagement Agreement [Member] | ||||
Proceeds from sale of issuance | $ 100,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2021 | |
Deferred revenue | $ 15,973 | ||
Cost of seeds and nutrients | 79,000 | ||
Labor cost | 654,000 | ||
Inventory impairment | 172,400 | $ 306,450 | |
Shares issued for Castillo assets | 69,600 | ||
Revenues | 40,954 | $ 161,374 | |
San Diego Gas and Electric [Member] | Financing Agreement [Member] | |||
Revenues | $ 111 | ||
American Hemp and Diablo [Member] | |||
Intangible assets acquired trademarks | $ 25,000 |
Prepaid expenses (Details Narra
Prepaid expenses (Details Narrative) - Financing Agreement [Member] - GHS Investments LLC [Member] | Sep. 13, 2020USD ($)shares |
Restricted Stock, Shares Issued | shares | 150,857 |
Restricted Stock shares issued, value | $ | $ 155,383 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Production equipment | $ 854,899 | $ 359,909 |
Furniture and office equipment | 4,859 | 8,102 |
Buildings and improvements | 450,206 | 225,167 |
Land | 4,212,362 | 4,212,362 |
Purchase of fixed assets | $ 5,522,326 | $ 4,805,540 |
Useful Life [Member] | ||
Production equipment | 5 years | |
Furniture and office equipment, useful life | 5 years | |
Buildings and improvements | 15 years | |
Additions [Member] | ||
Furniture and office equipment | $ 0 | |
Buildings and improvements | (261,802) | |
Land | 0 | |
Production equipment | 708,265 | |
Purchase of fixed assets | 970,067 | |
Accumulated Depreciation [Member] | ||
Furniture and office equipment | (3,243) | |
Purchase of fixed assets | (253,281) | |
Production equipment | (213,275) | |
Buildings and improvements | (36,763) | |
Land | $ 0 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Asset Purchase Agreements | ||
Depreciation expense | $ 175,204 | $ 78,076 |
Accumulated depreciation | 78,076 | |
Fixed Assets, net (Note 4) | $ 5,522,326 | $ 4,727,464 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Notes payable | $ 1,760,000 | $ 1,760,000 |
Promissiory Note One [Member] | ||
Notes payable | 112,013 | 148,604 |
Promissiory Note Two [Member] | ||
Notes payable | 406,137 | 0 |
Promissory Notes Payable [Member] | ||
Notes payable | 0 | 24,989 |
Secured Promissory Note Payable [Member] | ||
Notes payable | 1,760,000 | 1,760,000 |
Secured Promissory Note Payable One [Member] | ||
Notes payable | 2,750,000 | 2,750,000 |
Paycheck Protection Program Loan [Member] | ||
Notes payable | 444,850 | 444,850 |
Secured Promissory Note Payable Three [Member] | ||
Notes payable | 2,660,185 | 0 |
Notes Payable Outstanding [Member] | ||
Notes payable | 8,133,185 | 5,128,443 |
Less long-term portion | 4,575,591 | 4,618,132 |
Current portion of notes payable | $ 3,557,594 | $ 510,311 |
Loans Payable (Details 1)
Loans Payable (Details 1) | Jul. 31, 2021USD ($) |
Related Party Transactions | |
For the year ending July 31, 2022 | $ 3,557,594 |
For the year ending July 31, 2023 | 49,084 |
For the year ending July 31, 2024 | 16,507 |
For the year ending July 31, 2025 | 4,510,000 |
Total Maturity of loans payable | $ 8,133,185 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Mar. 02, 2021 | Dec. 15, 2020 | Aug. 15, 2019 | Apr. 30, 2020 | Aug. 23, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Sep. 12, 2019 | Jun. 18, 2019 |
Interest expense other | $ 17,125 | ||||||||
Promissory note issued for acquisation | $ 406,137 | ||||||||
Interest rate | 4.75% | ||||||||
Notes payable | 1,760,000 | $ 1,760,000 | |||||||
Current liabilities | 8,322,776 | 4,582,390 | |||||||
Debt discount | 17,125 | $ 593,699 | |||||||
Secured Promissory Note One [Member] | |||||||||
Notes payable | $ 2,668,748 | $ 2,750,000 | |||||||
Interest rate | 15.00% | 6.00% | |||||||
Maturity date | Jun. 15, 2022 | Aug. 23, 2024 | |||||||
Unamortized debt discount | 8,563 | ||||||||
Debt discount | $ 25,688 | ||||||||
Repayment of related party debt | $ 1,140,000 | ||||||||
Paycheck Protection Program [Member] | |||||||||
Notes payable | $ 183,031 | ||||||||
Proceeds from issuance of debt | $ 444,850 | ||||||||
Interest rate | 1.00% | 5.66% | |||||||
Description, of loan provided | Provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business | ||||||||
Monthly payments | $ 4,290 | ||||||||
Maturity period | 48 months | ||||||||
Current liabilities | $ 46,422 | ||||||||
Long-term liabilities | $ 65,591 | ||||||||
Promissiory Note [Member] | |||||||||
Interest rate | 10.00% | ||||||||
Loan payable | $ 155,250 | ||||||||
Secured Promissory Note [Member] | |||||||||
Notes payable | $ 1,760,000 | ||||||||
Interest rate | 15.00% | ||||||||
Maturity date | Aug. 15, 2024 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Jan. 08, 2020 | Aug. 19, 2020 | Mar. 31, 2020 | Feb. 20, 2020 | Dec. 31, 2019 | Jul. 31, 2020 | Jul. 31, 2021 |
Principal amount | $ 200,000 | ||||||
common stock, exercise price | $ 0.02 | ||||||
Paycheck Protection Program [Member] | |||||||
Principal amount | $ 500,000 | $ 171,213 | |||||
Discounted convertible promissory note | $ 750,000 | ||||||
Share price | $ 2.50 | ||||||
Conversion price | $ 2.50 | ||||||
Common stock purchase warrant | 250,000 | ||||||
Interest rate | 10.00% | ||||||
common stock, exercise price | $ 3 | ||||||
Amendment description | The Note can be prepaid at any time by paying 110% of the then outstanding principal, interest, default interest (if any), and any other amounts then due under the Note. The Note is initially convertible at a price per share equal to $2.50 (the “Fixed Conversion Price”); provided, however, that during the continuance of an event of default under the Note, the conversion price shall be equal to 75% of the lowest trading price of the Company’s common stock during the 30 trading days prior to conversion | (ii) the maturity date of the Note was extended to August 20, 2020, (iii) the conversion price of the Note was established as 75% of the lowest trading price of our common stock during the 30 trading days prior to conversion | |||||
Initial purchase price | $ 100,000 | ||||||
Proceeds from debt | 85,000 | ||||||
Warrant, purchase price | $ 600,000 | ||||||
Fees | $ 15,000 | ||||||
Original issue discount | $ 150,000 | ||||||
Paid the purchase price | $ 500,000 | ||||||
Payment of debt | $ 250,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Alita [Member] | 12 Months Ended |
Jul. 31, 2021USD ($) | |
Due to related party debt, beginning balance | $ 2,405,306 |
Advances and interest charged | 2,361,646 |
Reimbursements | (1,638,489) |
Due to related party debt, ending balance | $ 3,128,463 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) | 3 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Chief Operating Officer [Member] | ||
Related party expense | $ 150,000 | $ 22,500 |
CEO, Parent [Member] | ||
Related party expense | 90,000 | 90,000 |
Chief Technology Officer [Member] | ||
Related party expense | 30,000 | 30,000 |
Former CEO, Subsidiary [Member] | ||
Related party expense | 0 | 22,500 |
Officers and Former Officers [Member] | ||
Related party expense | $ 270,000 | $ 304,250 |
Related Party Transactions (D_3
Related Party Transactions (Details 2) | 12 Months Ended |
Jul. 31, 2021USD ($) | |
Payment of related party expenses beginning | $ 302,144 |
Additions | 443,647 |
Payments | 222,000 |
Payment of related party expenses ending | 523,791 |
Chief Operating Officer [Member] | |
Payment of related party expenses beginning | 0 |
Additions | 161,179 |
Payments | 47,500 |
Payment of related party expenses ending | 113,679 |
Former Director [Member] | |
Payment of related party expenses beginning | 35,000 |
Additions | 0 |
Payments | 0 |
Payment of related party expenses ending | 35,000 |
Former President, Subsidiary [Member] | |
Payment of related party expenses beginning | 67,500 |
Additions | 0 |
Payments | 0 |
Payment of related party expenses ending | 67,500 |
CEO, Parent [Member] | |
Payment of related party expenses beginning | 90,000 |
Additions | 90,000 |
Payments | 0 |
Payment of related party expenses ending | 180,000 |
Chief Technology Officer [Member] | |
Payment of related party expenses beginning | 15,000 |
Additions | 30,000 |
Payments | 52,500 |
Payment of related party expenses ending | (7,500) |
Former CEO, Subsidiary [Member] | |
Payment of related party expenses beginning | 67,500 |
Additions | 0 |
Payments | 0 |
Payment of related party expenses ending | 67,500 |
Chief Project Manager [Member] | |
Payment of related party expenses beginning | 0 |
Additions | 162,468 |
Payments | 122,000 |
Payment of related party expenses ending | 40,468 |
Former Chief Agricultural Officer, Subsidiary [Member] | |
Payment of related party expenses beginning | 27,144 |
Additions | 0 |
Payments | 0 |
Payment of related party expenses ending | $ 27,144 |
Related Party Transactions (D_4
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 21, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Imputed interest | $ 261,976 | $ 154,074 | |
Loss on acquisition of fixed assets | $ 1,500 | $ 0 | |
Alita [Member] | |||
Business aquisition, consideration transferred, percentage | 50.20% | ||
Chief Project Manager [Member] | |||
Shares issued upon exchange of production equipment | 50,000 | ||
Common stock shares issued, value | $ 51,500 |
Stockholders Equity (Details)
Stockholders Equity (Details) | 12 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Stockholders Equity | |
Number of warrants, outstanding beginning of year | shares | 0 |
Number of warrants, granted | shares | 356,000 |
Number of warrants, outstanding and exercisable, end of year | shares | 356,000 |
Weighted average exercise price, outstanding beginning of year | $ / shares | $ 0 |
Weighted average exercise price, granted | $ / shares | 3 |
Weighted average exercise price, outstanding and exercisable, end of year | $ / shares | $ 3 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Jun. 08, 2021 | Mar. 15, 2021 | Mar. 11, 2021 | Mar. 10, 2021 | Jan. 15, 2021 | Sep. 13, 2020 | Sep. 02, 2020 | Feb. 17, 2021 | Nov. 15, 2020 | Sep. 29, 2020 | Sep. 21, 2020 | Apr. 20, 2020 | Apr. 30, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Common stock shares authorized | 375,000,000 | 375,000,000 | |||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||||||||
Common stock shares issued | 44,126,138 | 39,577,781 | |||||||||||||
Common stock shares outstanding | 44,126,138 | 39,577,781 | |||||||||||||
Restricted common stock shares issued | 200,000 | ||||||||||||||
Restricted common stock, value | $ 296,000 | ||||||||||||||
Stock-based compensation | $ 355,550 | ||||||||||||||
Purchase shares of common stock | 356,000 | ||||||||||||||
Exercise price per warranty | $ 3 | ||||||||||||||
Common stock shares to be issued | 100,000 | 50,000 | 50,000 | 50,000 | |||||||||||
Common stock value to be issued | 100,000 | 100,000 | |||||||||||||
Common stock shares sold | 356,000 | ||||||||||||||
Proceeds from sale of stock | $ 712,000 | $ 0 | |||||||||||||
Common stock shares sold, price per share | $ 0.02 | ||||||||||||||
Common stock shares issued to related party, amount | $ 69,600 | ||||||||||||||
Assets Purchase Agreement [Member] | |||||||||||||||
Restricted common stock shares issued | 60,000 | ||||||||||||||
Restricted common stock, value | $ 69,600 | ||||||||||||||
Inventory | $ 69,400 | ||||||||||||||
CFO of the Company [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 60,750 | ||||||||||||||
Common stock shares issued to related party, shares | 50,000 | ||||||||||||||
Non related third party [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 44,500 | $ 137,200 | |||||||||||||
Common stock shares issued to related party, shares | 50,000 | 140,000 | |||||||||||||
Non related third party 3 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 130,000 | $ 296,000 | $ 200,000 | ||||||||||||
Common stock shares issued to related party, shares | 100,000 | 200,000 | 100,000 | ||||||||||||
Non related third party 1 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 15,125 | $ 296,000 | $ 200,000 | ||||||||||||
Common stock shares issued to related party, shares | 12,500 | 200,000 | 100,000 | ||||||||||||
Non related third party 2 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 130,000 | $ 296,000 | $ 200,000 | ||||||||||||
Common stock shares issued to related party, shares | 100,000 | 200,000 | 100,000 | ||||||||||||
Non related third party 4 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 130,000 | $ 296,000 | $ 200,000 | ||||||||||||
Common stock shares issued to related party, shares | 100,000 | 200,000 | 100,000 | ||||||||||||
Non related third party 5 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 65,000 | $ 296,000 | $ 200,000 | ||||||||||||
Common stock shares issued to related party, shares | 50,000 | 200,000 | 100,000 | ||||||||||||
Non related third party 6 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 32,500 | $ 296,000 | $ 200,000 | ||||||||||||
Common stock shares issued to related party, shares | 25,000 | 200,000 | 100,000 | ||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 97,500 | $ 75,000 | $ 113,750 | $ 75,000 | $ 92,000 | ||||||||||
Common stock shares issued to related party, shares | 75,000 | 100,000 | 125,000 | 125,000 | 200,000 | ||||||||||
Consulting Agreement [Member] | December 1, 2020 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 34,000 | ||||||||||||||
Common stock shares issued to related party, shares | 50,000 | ||||||||||||||
Consulting Agreement 1 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 296,000 | $ 200,000 | |||||||||||||
Common stock shares issued to related party, shares | 200,000 | 100,000 | |||||||||||||
SRAX [Member] | |||||||||||||||
Shares issued in exchage for right to use assets, shares | 500,000 | ||||||||||||||
Shares issued in exchage for right to use assets, value | $ 355,550 | ||||||||||||||
Financing agreement with GHS [Member] | |||||||||||||||
Stock-based compensation | $ 155,383 | ||||||||||||||
Common stock shares issued to related party, amount | $ 155,383 | ||||||||||||||
Common stock shares issued to related party, shares | 150,857 | ||||||||||||||
Assistant Agricultural Operations Manager [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 37,000 | ||||||||||||||
Common stock shares issued to related party, shares | 25,000 | ||||||||||||||
Chief Project Manager [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 148,000 | ||||||||||||||
Common stock shares issued to related party, shares | 100,000 | ||||||||||||||
Chief Science Officer [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 87,250 | $ 87,250 | |||||||||||||
Common stock shares issued to related party, shares | 100,000 | 100,000 | |||||||||||||
Placement agreement with BSL [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 250,000 | ||||||||||||||
Common stock shares issued to related party, shares | 187,500 | ||||||||||||||
Relatives of Chief Project Manager [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 51,500 | ||||||||||||||
Common stock shares issued to related party, shares | 50,000 | ||||||||||||||
Consultants 2 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 34,000 | $ 113,500 | |||||||||||||
Common stock shares issued to related party, shares | 50,000 | 125,000 | |||||||||||||
Consultants 3 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 100,000 | ||||||||||||||
Common stock shares issued to related party, shares | 187,000 | ||||||||||||||
Shareholder [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 185,000 | ||||||||||||||
Common stock shares issued to related party, shares | 125,000 | ||||||||||||||
Consultants 1 [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 200,000 | $ 113,750 | |||||||||||||
Common stock shares issued to related party, shares | 100,000 | 125,000 | |||||||||||||
Consultants [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 200,000 | $ 338,000 | $ 206,000 | $ 58,500 | |||||||||||
Common stock shares issued to related party, shares | 100,000 | 260,000 | 200,000 | 50,000 | |||||||||||
CEO [Member] | |||||||||||||||
Common stock shares issued to related party, amount | $ 185,000 | $ 370,000 | |||||||||||||
Common stock shares issued to related party, shares | 125,000 | 250,000 | |||||||||||||
COO [Member] | |||||||||||||||
Common stock shares to be issued | 100,000 |
Commitments Contigencies (Detai
Commitments Contigencies (Details Narrative) | Mar. 15, 2021USD ($)shares | Jan. 15, 2021shares | Sep. 13, 2020USD ($)shares | Nov. 15, 2020$ / sharesshares | Apr. 20, 2020shares | Apr. 30, 2021USD ($) | Apr. 30, 2021USD ($)shares | Jul. 31, 2021USD ($)ft²shares | Jul. 31, 2020USD ($)shares | Mar. 10, 2021shares | Sep. 21, 2020shares |
Stock-based compensation expense | $ | $ 4,748,058 | $ 3,024,160 | |||||||||
Common stock issued | 100,000 | 50,000 | 50,000 | 50,000 | |||||||
Consulting Agreement [Member] | |||||||||||
Restricted shares issued | 200,000 | ||||||||||
Restricted shares issued description | The first 100,000 shares were issued on the effective date and the remaining 100,000 shares are to be issued at the beginning of the third month from the effective date. | ||||||||||
Consulting Agreement [Member] | September 21, 2020 [Member] | |||||||||||
Common stock issued | 200,000 | ||||||||||
Consulting Agreement [Member] | March 1, 2021 [Member] | |||||||||||
Stock-based compensation expense | $ | $ 15,125 | $ 15,125 | |||||||||
Restricted shares issued | 25,000 | ||||||||||
Consulting agreement description | Each year, the first 12,500 shares are to be issued on the effective date and subsequent anniversary dates and an additional 12,500 shares are to be issued six (6) months thereafter. | ||||||||||
Initial shares | 12,500 | ||||||||||
Consulting fee per hour | $ | $ 75 | ||||||||||
Consulting Agreement [Member] | February 1, 2020 [Member] | |||||||||||
Restricted shares issued | 100,000 | 100,000 | |||||||||
Stock issuable | 50,000 | ||||||||||
GHS Investments LLC [Member] | Financing Agreement [Member] | |||||||||||
Restricted shares issued | 150,857 | ||||||||||
Purchased aggregate fair value | $ | $ 25,000,000 | ||||||||||
Common stock restricted shares | 150,857 | ||||||||||
Commitment shares | 150,857 | ||||||||||
Common stock shares value | $ | $ 25,000,000 | ||||||||||
Closing price description | The Company will sell shares of its common stock to GHS at a price equal to 100% of the lowest closing price of the Company’s common stock during the ten (10) consecutive trading day period ending on the date on which it delivers a put notice to GHS (the “Market Price”), and the Company will be obligated to simultaneously deliver the number of shares equal to120% of the put notice amount based on the Market Price. In addition, the Financing Agreement (i) imposes an ownership limitation on GHS of 4.99% (i.e., GHS has no obligation to purchase shares if it beneficially owns more than 4.99% of our common stock), (ii) requires a minimum of ten (10) trading days between put notices, and (iii) prohibits any single Put Amount from exceeding $500,000. | ||||||||||
Exceeding amount | $ | $ 500,000 | ||||||||||
Ralph Olson [Member] | July 23, 2020 [Member] | |||||||||||
Consulting agreement description | The shares are to be issued in quarterly installments of 125,000 beginning on the Effective Date and every 90 days thereafter. The initial 125,000 shares were issued on September 21, 2020. Pursuant to the terms of the agreement, the Company terminated the agreement on October 21, 2020 | ||||||||||
Consulting fee per month | $ | $ 6,000 | ||||||||||
Restricted shares to be issued | 500,000 | ||||||||||
Dylan Piccolo [Member] | Consulting Agreement [Member] | |||||||||||
Stock-based compensation expense | $ | 130,000 | $ 130,000 | |||||||||
Restricted shares issued | 100,000 | ||||||||||
Initial shares | 100,000 | ||||||||||
David Mapley [Member] | Consulting Agreement [Member] | |||||||||||
Stock-based compensation expense | $ | 130,000 | 130,000 | |||||||||
Restricted shares issued | 100,000 | ||||||||||
Initial shares | 100,000 | ||||||||||
Biome Sciences [Member] | Consulting Agreement [Member] | |||||||||||
Stock-based compensation expense | $ | 65,000 | 65,000 | |||||||||
Restricted shares issued | 100,000 | ||||||||||
Consulting agreement description | 50,000 shares are to be issued on the date of the agreement and 50,000 shares are to be issued on the six- month anniversary of the agreement. | ||||||||||
Initial shares | 50,000 | ||||||||||
Matthew Schwaigert [Member] | Consulting Agreement [Member] | |||||||||||
Stock-based compensation expense | $ | 130,000 | 130,000 | |||||||||
Consulting fee per month | $ | $ 7,500 | ||||||||||
Restricted shares issued | 100,000 | ||||||||||
Consulting agreement description | 100,000 shares of restricted common stock on the six-month anniversary of the agreement | ||||||||||
Initial shares | 100,000 | ||||||||||
Assistant Agricultural Operations Manager [Member] | August 1, 2019 [Member] | |||||||||||
Consulting fee per month | $ | $ 2,000 | ||||||||||
Restricted shares issued | 25,000 | ||||||||||
Common stock issued | 25,000 | ||||||||||
Signing bonus | $ | $ 4,000 | ||||||||||
Maturity period | 6 months | ||||||||||
Assistant Agricultural Operations Manager [Member] | September 21, 2020 [Member] | |||||||||||
Common stock issued | 25,000 | ||||||||||
Boustead Securities LLC [Member] | September 18, 2020 [Member] | |||||||||||
Restricted shares issued | 250,000 | ||||||||||
Restricted value | $ | $ 187,500 | ||||||||||
Boustead Securities LLC [Member] | September 21, 2020 [Member] | |||||||||||
Common stock issued | 250,000 | ||||||||||
Chief Project Manager [Member] | August 1, 2019 [Member] | |||||||||||
Restricted shares issued | 300,000 | ||||||||||
Common stock issued | 200,000 | ||||||||||
Consulting fee per month | $ | $ 7,500 | ||||||||||
Maturity period | 5 years | ||||||||||
Agreement to pay bonus | $ | $ 15,000 | ||||||||||
Chief Project Manager [Member] | September 21, 2020 [Member] | |||||||||||
Common stock issued | 100,000 | ||||||||||
Joseph D. Kowal [Member] | July 23, 2020 [Member] | |||||||||||
Consulting agreement description | The shares are to be issued in quarterly installments of 125,000 beginning on the Effective Date and every 90 days thereafter. The initial 125,000 shares were issued on September 21, 2020. Pursuant to the terms of the agreement, the Company terminated the agreement on October 21, 2020 | ||||||||||
Consulting fee per month | $ | $ 6,000 | ||||||||||
Restricted shares to be issued | 500,000 | ||||||||||
February 1, 2021 [Member] | Ralph Olson [Member] | |||||||||||
Consulting fee per month | $ | $ 6,000 | ||||||||||
Restricted shares issued | 125,000 | ||||||||||
February 1, 2021 [Member] | Daniel Claycamp [Member] | |||||||||||
Stock-based compensation expense | $ | 44,500 | $ 44,500 | |||||||||
Restricted shares issued | 260,000 | 100,000 | 200,000 | ||||||||
Consulting agreement description | 50,000 shares were due upon the signing of the agreement and 50,000 shares to be issued on the six- month anniversary of the agreement. | ||||||||||
Initial shares | 50,000 | ||||||||||
February 1, 2021 [Member] | Jason Smithson [Member] | |||||||||||
Stock-based compensation expense | $ | $ 32,500 | $ 32,500 | |||||||||
Restricted shares issued | 25,000 | ||||||||||
Initial shares | 50,000 | ||||||||||
March 1, 2021 [Member] | Purchase and Sale Agreement [Member] | |||||||||||
Area of building | ft² | 37,530 | ||||||||||
Cash payment of agreement | $ | $ 7,500,000 | ||||||||||
Restricted common shares | 300,000 | ||||||||||
September 1, 2018 [Member] | Consulting Agreement [Member] | |||||||||||
Consulting fee per month | $ | $ 2,500 | ||||||||||
Consulting agreement description | The agreement can be extended to four years upon mutual agreement. Upon completion of a minimum $1,000,000 financing, the Company will increase this payment to $5,000 per month. Upon completion of a minimum $5,000,000 financing or profitable operations | ||||||||||
Term of agreement | 2 years | ||||||||||
Frequency of periodic payments | Monthly | ||||||||||
December 1, 2020 [Member] | Heidi Thomassen [Member] | Consulting Agreement [Member] | |||||||||||
Consulting fee per month | $ | $ 5,000 | ||||||||||
Restricted shares issued | 100,000 | ||||||||||
Restricted shares issued description | 100,000 shares of restricted common stock annually. Each year, the first 50,000 shares are to be issued on the effective date and subsequent anniversary dates and an additional 50,000 shares are to be issued six (6) months thereafter. | ||||||||||
December 1, 2020 [Member] | Consultant [Member] | |||||||||||
Restricted shares issued | 50,000 | ||||||||||
August 1, 2019 [Member] | Consulting Agreement [Member] | |||||||||||
Restricted shares issued | 125,000 | ||||||||||
August 1, 2019 [Member] | CEO [Member] | |||||||||||
Restricted shares issued | 375,000 | ||||||||||
Term of agreement | 3 years | ||||||||||
Common stock issued | 250,000 | ||||||||||
Additional shares issued | 250,000 | ||||||||||
Consulting fee per month | $ | $ 7,500 | ||||||||||
September 1, 2020 [Member] | Consulting Agreement [Member] | |||||||||||
Restricted shares issued | 50,000 | ||||||||||
August 18, 2020 [Member] | Non-Related Third Party [Member] | |||||||||||
Restricted shares issued | 125,000 | ||||||||||
Consulting fee per month | $ | $ 5,000 | ||||||||||
Price per share | $ / shares | $ 0.60 | ||||||||||
February 13, 2020 [Member] | Todd Mueller [Member] | Consulting Agreement [Member] | |||||||||||
Restricted shares issued | 50,000 | ||||||||||
Consulting agreement description | The Company agreed to pay a consulting fee of 100,000 shares, 50,000 shares would be delivered upon the execution of the agreement (certificated on July 14, 2020) and 50,000 delivered in six months based on the continuation of the agreement. | ||||||||||
Term of agreement | 5 years | ||||||||||
Share issued for services | 100,000 | ||||||||||
Shares issued in first installment | 50,000 | ||||||||||
Shares issued in second installment | 50,000 | ||||||||||
November 15, 2019 [Member] | Kyle MacKinnon [Member] | |||||||||||
Restricted shares issued | 100,000 | 200,000 | |||||||||
Consulting fee per month | $ | $ 7,500 | ||||||||||
Shares description | Each year, the first 100,000 shares are to be issued on the Effective Date and subsequent anniversary dates and an additional 100,000 shares are to be issued six (6) months thereafter. | ||||||||||
November 15, 2019 [Member] | Independent Director [Member] | |||||||||||
Common stock issued | 50,000 | 100,000 | |||||||||
Stock issuable | 50,000 | ||||||||||
Stock payable value | $ | $ 100,000 | ||||||||||
August 1, 2020 [Member] | Dr. Darjania [Member] | Employment Agreement [Member] | |||||||||||
Shares description | The issuance of 200,000 shares of common stock, of which 100,000 vested on the Effective Date and 100,000 vest six (6) months from the Effective Date. The initial 100,000 shares were issued on September 21, 2020. | ||||||||||
Annual base salary | $ | $ 250,000 | ||||||||||
Common stock shares issuable upon exercise of options | 200,000 | ||||||||||
Common stock shares vested | 100,000 |
Sales Concentration (Details Na
Sales Concentration (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue | $ 40,954 | $ 161,374 |
San Diego Gas and Electric [Member] | Financing Agreement [Member] | ||
Rental income land use | 100.00% | |
Revenue | $ 111 |
Asset Purchase Agreements (Deta
Asset Purchase Agreements (Details) - USD ($) | Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 |
Consideration given: | |||
Cash | $ 507,512 | $ 40,538 | |
Primordia Asset Purchase Agreement [Member] | |||
Consideration given: | |||
Cash | $ 25,000 | ||
Promissory note | 406,137 | ||
Total consideration | 431,137 | ||
Assets acquired: | |||
Asset cluster | 431,137 | ||
Total Assets acquired | $ 431,137 |
Asset Purchase Agreements (De_2
Asset Purchase Agreements (Details 1) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Consideration given: | ||
60,000 shares of common stock values at $1.16 per share | $ 44,126 | $ 39,578 |
Castillo Asset Purchase Agreement [Member] | ||
Consideration given: | ||
60,000 shares of common stock values at $1.16 per share | 69,400 | |
Assets acquired: | ||
Inventory | $ 69,400 |
Asset Purchase Agreements (De_3
Asset Purchase Agreements (Details 2) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Consideration given: | ||
Cash to Admay | $ 507,512 | $ 40,538 |
Payable to related party | 25,000 | |
Assets acquired: | ||
Intangible assets (trademarks) | 25,000 | $ 0 |
Admay Asset Purchase Agreement [Member] | ||
Consideration given: | ||
Cash to Admay | 10,000 | |
Payable to related party | 25,000 | |
Commitment payable to Admay | 162,400 | |
Total consideration | 197,400 | |
Assets acquired: | ||
Inventory | 172,400 | |
Intangible assets (trademarks) | 25,000 | |
Total Assets acquired | $ 197,400 |
Asset Purchase Agreements (De_4
Asset Purchase Agreements (Details Narrative) - USD ($) | Apr. 14, 2021 | Mar. 02, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Apr. 15, 2021 | Mar. 15, 2021 |
Amount paid of the company | $ 10,000 | |||||
Payable to related party | 25,000 | |||||
Inventory impairment | 172,400 | $ 306,450 | ||||
Notes payable | 1,760,000 | $ 1,760,000 | ||||
Proceeds from issuance amount | $ 406,137 | |||||
Third Party [Member] | ||||||
Amount payable for brands | $ 25,000 | |||||
Assets Purchase Agreement [Member] | ||||||
Impaired expenses | 69,400 | |||||
Restricted common stock shares issued | 60,000 | |||||
Amount paid of the initial purchase | $ 3,000 | |||||
Interest rate | 4.75% | |||||
Purchase price | $ 2,822,000 | $ 431,137 | ||||
Amount payable for brands | $ 162,400 | |||||
Maturity date | Mar. 2, 2022 | |||||
Notes payable | $ 406,137 | |||||
Proceeds from issuance amount | $ 25,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 30, 2021 | Aug. 19, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Cash to Admay | $ 507,512 | $ 40,538 | ||
Principal amount | $ 200,000 | |||
consultant [Member] | Subsequent Event [Member] | ||||
Cash to Admay | $ 2,400,000 | |||
Escrow account | 25,000 | |||
Exports | 2,000,000,000 | |||
Principal amount | $ 100,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Income Taxes | ||
Income tax recovery at statutory rate | $ (1,762,182) | $ (1,622,931) |
Change in enacted tax rates | 0 | 0 |
Change in valuation allowance | 1,762,182 | 1,622,931 |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Income Taxes | ||
Net operating losses carried forward | $ 4,485,041 | $ 2,722,859 |
Valuation allowance | (4,485,041) | (2,722,859) |
Net deferred income tax asset | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Jul. 31, 2021USD ($) | |
Income Taxes | |
Net operating losse carried forward | $ 21,335,341 |
Expiring period | 2028 |
Federal and state income tax rate | 21.00% |
Limits regarding taxpayers | The 2017 Act reduces the corporate tax rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. |