Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2021 | Oct. 28, 2021 | Jan. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Healthcare Integrated Technologies Inc. | ||
Entity Central Index Key | 0001584693 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,682,836 | ||
Entity Common Stock, Shares Outstanding | 42,034,673 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 11,443 | $ 78,072 |
Prepaid expenses | 37,575 | 46,938 |
Total current assets | 49,018 | 125,010 |
OTHER ASSETS: | ||
Property and equipment, net | 232 | 2,453 |
Intangibles, net | 440,897 | 33,958 |
Total assets | 490,147 | 161,421 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 191,542 | 229,114 |
Accounts payable and accrued expenses, related party | 252,440 | 271,819 |
Payroll related liabilities | 1,152,218 | 861,019 |
Convertible notes | 325,000 | 600,000 |
Notes payable, net | 230,000 | |
Derivative liability | 108,232 | |
Current portion of long-term debt | 20,651 | |
Total current liabilities | 2,259,432 | 1,982,603 |
OTHER LIABILITIES: | ||
Long-term debt | 21,016 | |
Total liabilities | 2,259,432 | 2,003,619 |
STOCKHOLDERS' DEFICIT: | ||
Common stock par value $0.001; 200,000,000 shares authorized; 40,118,007 and 36,474,611 shares issued and outstanding as of July 31, 2021 and July 31, 2020, respectively | 40,118 | 36,475 |
Additional paid-in capital | 11,039,284 | 9,564,989 |
Common stock subscribed | 200,000 | |
Stock subscription receivable | (100,000) | |
Accumulated deficit | (12,948,687) | (11,443,662) |
Total stockholders' deficit | (1,769,285) | (1,842,198) |
Total liabilities and stockholders' deficit | $ 490,147 | $ 161,421 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2021 | Jul. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 40,118,007 | 36,474,611 |
Common stock, shares outstanding | 40,118,007 | 36,474,611 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
OPERATING EXPENSES: | ||
Selling, general and administrative | $ 1,274,634 | $ 1,016,523 |
Total operating expenses | 1,274,634 | 1,016,523 |
OPERATING LOSS | (1,274,634) | (1,016,523) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (227,900) | (41,564) |
Derivative expense | (97,201) | |
Change in fair value of derivative liability | 89,669 | |
Debt forgiveness | 41,931 | |
Lawsuit settlement | 13,110 | |
Total other income (expense) | (180,391) | (41,564) |
NET LOSS | $ (1,455,025) | $ (1,058,087) |
NET LOSS PER COMMON SHARE | ||
Basic and diluted | $ (0.04) | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Basic and diluted | 37,377,106 | 33,375,273 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Common Stock Subscribed [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2019 | $ 32,488 | $ 8,582,166 | $ (10,385,575) | $ (1,770,921) | |
Balance, shares at Jul. 31, 2019 | 32,487,500 | ||||
Net loss | (1,058,087) | (1,058,087) | |||
Issuance of shares for cash | $ 2,950 | 292,050 | 295,000 | ||
Issuance of shares for cash, shares | 2,950,000 | ||||
Issuance of shares upon the conversion of debt and related accrued interest | $ 337 | 168,219 | 168,556 | ||
Issuance of shares upon the conversion of debt and related accrued interest, shares | 337,111 | ||||
Issuance of shares for services | $ 500 | 115,141 | 115,641 | ||
Issuance of shares for services, shares | 500,000 | ||||
Share-based compensation | $ 200 | 407,413 | 407,613 | ||
Share-based compensation, shares | 200,000 | ||||
Balance at Jul. 31, 2020 | $ 36,475 | 9,564,989 | (11,443,662) | (1,842,198) | |
Balance, shares at Jul. 31, 2020 | 36,474,611 | ||||
Net loss | (1,455,025) | (1,455,025) | |||
Issuance of shares for cash | $ 2,550 | 252,450 | 255,000 | ||
Issuance of shares for cash, shares | 2,550,000 | ||||
Purchase and cancellation of shares | $ (1,000) | 1,000 | (50,000) | (50,000) | |
Purchase and cancellation of shares, shares | (1,000,000) | ||||
Issuance of shares with debt recorded as debt discount | $ 1,333 | 198,667 | 200,000 | ||
Issuance of shares with debt recorded as debt discount, shares | 1,333,334 | ||||
Issuance of shares upon the conversion of debt and related accrued interest | $ 635 | 316,895 | 317,530 | ||
Issuance of shares upon the conversion of debt and related accrued interest, shares | 635,062 | ||||
Issuance of shares for payment of accounts payable | $ 25 | 4,975 | 5,000 | ||
Issuance of shares for payment of accounts payable, shares | 25,000 | ||||
Stock subscriptions | 200,000 | 200,000 | |||
Stock subscription receivable | (100,000) | (100,000) | |||
Share-based compensation | $ 100 | 700,308 | 700,408 | ||
Share-based compensation, shares | 100,000 | ||||
Balance at Jul. 31, 2021 | $ 40,118 | $ 11,039,284 | $ 100,000 | $ (12,948,687) | $ (1,769,285) |
Balance, shares at Jul. 31, 2021 | 40,118,007 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,455,025) | $ (1,058,087) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,571 | 4,769 |
Share-based compensation | 621,776 | 407,613 |
Issuance of equity for services | 1,690 | 48,062 |
Amortization of debt discount | 180,000 | |
Derivative expense | 97,201 | |
Change in fair value of derivative liability | (89,669) | |
Debt forgiveness | (41,931) | |
Lawsuit settlement | (13,110) | |
Transfer of property and equipment and assumption of related liability for services | 6,022 | |
Changes in operating assets and liabilities (excluding effects of acquisitions): | ||
Prepaid expenses and other current assets | 9,363 | |
Accounts payable and accrued expenses | 18,933 | 27,341 |
Accounts payable and accrued expenses, related party | 50,150 | |
Payroll related liabilities | 19,859 | 375,624 |
NET CASH USED BY OPERATING ACTIVITIES | (592,192) | (188,655) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for development of intangible assets | (60,608) | |
NET CASH USED BY INVESTING ACTIVITIES | (60,608) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 255,000 | 295,000 |
Proceeds from common stock subscriptions | 100,000 | |
Proceeds from debt issuance | 300,700 | 41,667 |
Principal payments of long-term debt | (686) | |
Proceeds from related party loans | 26,127 | 77,416 |
Payments of amounts owed to related parties | (95,656) | (147,395) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 586,171 | 266,002 |
Net change in cash and cash equivalents | (66,629) | 77,347 |
Cash and cash equivalents, beginning of period | 78,072 | 725 |
Cash and cash equivalents, end of period | 11,443 | 78,072 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 17,806 | 1,371 |
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Capital expenditures included in payroll related liabilities | 271,340 | 13,317 |
Capital expenditures from share-based compensation | 78,632 | 20,641 |
Capital expenditures included in accounts payable and accrued expenses | 2,710 | |
Issuance of common stock for prepaid services | 50,000 | |
Issuance of common stock for payment of convertible debt | 275,000 | 150,000 |
Issuance of common stock for payment of items included in accounts payable and accrued expenses | 45,841 | 18,555 |
Issuance of common stock with debt, recorded as debt discount | 200,000 | |
Derivative liability recorded as debt discount | 100,700 | |
Issuance of debt for purchase and cancellation of shares | $ 50,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Healthcare Integrated Technologies, Inc. and its subsidiaries (collectively the “Company,” “we,” “our” or “us”) is a healthcare technology company based in Knoxville, Tennessee. We are creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces. Our initial product, SafeSpace™ with AI Vision™, is an ambient fall detection solution designed for continuing care communities and at home use. SafeSpace includes hardware devices utilizing RGB, radar and other sensor technology coupled with our internally developed software to effectively monitor a person remotely. In continuing care communities, SafeSpace detects resident falls and generates alerts to a centralized, intelligent dashboard without the use of wearable devices or any action by the resident. In the home, SafeSpace detects falls and sends alerts directly to designated individuals. In addition to SafeSpace, we are creating a home concierge healthcare service application to provide a virtual assisted living experience for seniors, recently released postoperative patients and others. The concierge application will enable the consumer to obtain home healthcare services and health and safety monitoring equipment to improve quality of life. We are also working to develop a fully integrated solution for the professional healthcare community that integrates electronic health records, remote patient monitoring, telehealth, and other items where integration is beneficial. Basis of Presentation The accompanying consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. On the consolidated statements of operations for the year ended July 31, 2020, we reclassified $1,521 in loss from discontinued operations to selling, general and administrative expense and interest expense. The reclassification had no impact on previously reported net income. Risk and Uncertainties Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fully develop our product(s) and operations; our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s future financial condition, liquidity, and results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates. Concentration of Credit Risk Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000. Cash and Cash Equivalents We consider all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. No loss has been experienced and management does not believe we are exposed to any significant credit risk. Accounts Receivable Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. We routinely assess the recoverability of all customer and other receivables to determine their collectability and record a reserve when, based on the judgement of management, it is probably that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we charge uncollectable accounts receivable against the reserve. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the consolidated statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years. Impairment of Long-Lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented. Intangible Assets Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. We did not recognize any impairment losses during any of the periods presented. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments. Derivative Liability Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative at each balance sheet date. We record the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. The Company had a derivative liability of $108,232 as July 31, 2021. We had no derivative liability at July 31, 2020. Revenue Recognition Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers Advertising Advertising costs are expensed as incurred in accordance with ASC 720-35, “ Advertising Costs Net Loss Per Common Share We determine basic income (loss) per share and diluted income (loss) per share in accordance with the provisions of ASC 260, “ Earnings Per Share Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. See Note 13. Business Combinations We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition. Income Taxes We use the asset and liability method of accounting for income taxes in accordance with Topic 740, “Income Taxes”. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“ CARES Act 2017 Tax Act In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the reporting periods presented. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recent Accounting Pronouncements In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “ Income Taxes Simplifying the Accounting for Income Taxes income In August 2020, the FASB issued ASU 2020-06 Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company. |
Going Concern
Going Concern | 12 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The Company had a net loss of $1,455,025 for its most recent fiscal year ended July 31, 2021. As of July 31, 2021, the Company has minimal cash and a significant working capital deficit. We have a history of losses, an accumulated deficit, have negative working capital and have not generated cash from our operations to support a meaningful and ongoing business plan. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependent upon the development, marketing and sales of a viable product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs largely from the sale of private and public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 3 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Equipment $ 8,923 $ 8,923 Less: accumulated depreciation (8,691 ) (6,470 ) Total property and equipment, net $ 232 $ 2,453 Depreciation expense for the years ended July 31, 2021 and 2020 was $2,221 and $4,769, respectively. |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, Net | NOTE 4 – INTANGIBLES, NET Intangibles, net consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Intangible assets under development 388,523 33,958 Capitalized costs of patents 49,939 - Capitalized costs of website 8,785 - Less: accumulated amortization (6,350 ) - Total intangibles, net $ 440,897 $ 33,958 Amortization expense for the year ended July 31, 2021 was $6,350. We incurred no amortization expense for the fiscal year ended July 31, 2020. Intangibles are amortized over their estimated useful lives of 2 to 20 years. As of July 31, 2021, the weighted average remaining useful life of intangibles being amortized was approximately seventeen (17) years. We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: 2022 $ 6,889 2023 2,863 2024 2,497 2025 2,497 2026 2,497 Thereafter 35,131 Total expected amortization expense $ 52,374 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jul. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Accounts payable $ 130,340 $ 155,211 Accrued interest expense 61,202 73,903 Accounts payable and accrued expenses 191,542 229,114 Accounts payable, related party 202,290 271,819 Accrued expenses, related party 50,150 - Accounts payable and accrued expenses, related party 252,440 271,819 Total accounts payable and accrued expenses $ 443,982 $ 500,933 |
Payroll Related Liabilities
Payroll Related Liabilities | 12 Months Ended |
Jul. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Payroll Related Liabilities | NOTE 6 - PAYROLL RELATED LIABILITIES Payroll related liabilities consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Accrued officers’ payroll $ 1,140,148 $ 858,154 Payroll taxes payable 12,070 2,865 Total payroll related liabilities $ 1,152,218 $ 861,019 |
Debt
Debt | 12 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 7 - DEBT We had the following debt obligations reflected at their respective carrying values on our consolidated balance sheets as of July 31, 2021 and 2020: July 31, 2021 July 31, 2020 5% Convertible promissory notes $ 325,000 $ 600,000 Note payable to Acorn Management Partners, LLC 50,000 - Note payable to AJB Capital Investments, LLC 360,000 - Paycheck Protection Program Loan - 41,667 Total debt obligations 735,000 641,667 Less debt discount (180,000 ) - Less current portion (555,000 ) (620,651 ) Long-term debt $ - $ 21,016 5% Convertible Promissory Notes On various dates during the month of March 2018, we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in net proceeds. We incurred no costs related to the issuance of the 5% Notes. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually and matured one-year from the date of issuance. At July 31, 2021 and 2020, accrued but unpaid interest on the 5% Notes was $61,202 and $73,903, respectively, which is included in “accounts payable and accrued expenses” on our consolidated balance sheets. The 5% Notes are convertible into common shares of the Company at a fixed ratio of two shares of common stock per dollar amount of the face value of the note. The principal terms under which the 5% Notes may be converted into common stock of the Company are as follows: ● At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Company’s common stock at any time prior to the maturity date of the note. ● The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Company’s common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000. 5% Notes with a face amount of $275,000 and accrued interest expense of $42,531 were converted, at the option of the holder, into 635,062 shares of our common stock during the year ended July 31, 2021. On July 31, 2021, 5% Notes with a face amount of $325,000 and related accrued interest expense of $61,202 are currently in default and are not convertible under the conversion terms. Management is currently negotiating amendments to the notes in default to extend the maturity dates of such notes and to encourage note conversions. Note Payable to Acorn Management Partners, LLC On August 11, 2020 we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due one-year from the date of issuance (the “Note”). In the event we default under the terms of the Note, we are required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. The purchased shares were delivered by AMP directly to the transfer agent on September 8, 2020 and immediately cancelled. At July 31, 2021, accrued but unpaid interest on the Note was $2,919, which is included in “accounts payable and accrued expenses” on our consolidated balance sheets. There was no accrued interest due on the Note at July 31, 2020. Note Payable to AJB Capital Investments, LLC On February 2, 2021, we entered into a Securities Purchase Agreement with AJB Capital Investments, LLC (“AJB Capital”), pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note”) in the principal amount of $360,000 for an aggregate purchase price of $320,400. The AJB Note accrues interest at the rate of ten percent (10%) per annum and matures on August 2, 2021. At our option, the maturity date of the note may be extended for six (6) months. If we extend the maturity date, the AJB Note interest rate increases to twelve percent (12%) per annum during the extension period. The Company is required to make monthly interest payments and the principal balance is due in a single lump sum payment on the maturity date. We recorded a debt discount of $59,300 related to original issue discount and issuance cost of the note. In the event of default, the AJB Note may be converted into shares of the Company’s common stock at a conversion price equal to the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price (i) during the previous twenty (20) trading day period ending on the issuance date of the note, or (ii) during the previous twenty (20) trading day period ending on the date of conversion of the note. We recorded a debt discount of $100,700 related to the conversion feature of the AJB Note. As additional consideration for the purchase of the AJB Note, we issued AJB Capital 1,333,334 shares of our common stock as an origination fee. The $200,000 grant date fair value of the shares was recorded as a debt discount. Total unamortized debt discount related to the AJB Note at July 31, 2021 was $180,000. There was no unamortized debt discount at July 31, 2020. During the year ended July 31, 2021, we amortized $180,000 of debt discount which is included as a component of interest expense in the consolidated statements of operations. There was no amortization of debt discount for the year ended July 31, 2020. Paycheck Protection Program Loan On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and included a provision for the Small Business Administration (“SBA”) to implement its Paycheck Protection Program (“PPP”). The PPP provides small businesses with funds to pay up to eight (8) weeks of payroll costs, including benefits. Funds received under the PPP may also be used to pay interest on mortgages, rent, and utilities. Subject to certain criteria being met, all or a portion of the loan may be forgiven. The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly instalments over the remaining 18-months of the loan term. On April 30, 2020, we closed a $41,667 SBA guaranteed PPP loan with Mountain Commerce Bank. We used the loan proceeds as permitted and applied for forgiveness of the entire loan amount and related accrued interest. On December 14, 2020, the outstanding principal balance of the note and related accrued interest of $264 were forgiven by the SBA, which is recorded as “Debt forgiveness” of $41,931 on the consolidated statements of operations. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 8 - DERIVATIVE LIABILITY On February 2, 2021, we entered into a Securities Purchase Agreement with AJB Capital Investments, LLC (“AJB Capital”), pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note”) in the principal amount of $360,000 for an aggregate purchase price of $320,400 (See Note 7). In the event of default, the AJB Note may be converted into shares of the Company’s common stock. We identified certain conversion features embedded in the AJB Note that represent a derivative liability. The following table summarizes the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended July 31, 2021: Fair Value Measurement Using Level 3 Inputs Balance, July 31, 2020 $ - Derivative liability on issuance of AJB Note 197,901 Change in fair value of derivative liability (89,669 ) Balance, July 31, 2021 $ 108,232 During the year ended July 31, 2021, the fair value of the derivative feature of the AJB Note was calculated using the following range of assumptions: Expected volatility of underlying stock 81.6% to 177.4 % Expected term (in years) .50 Risk-free interest rate 0.04 % Dividend yield None As of July 31, 2021, the derivative liability related to the AJB Note was $108,232. There was no derivative liability as of July 31, 2020. For the year ended July 31, 2021, we recorded income of $89,669 related to the change in fair value of the derivative liability. There was no change in fair value of derivative liabilities for the year ended July 31, 2020. Upon valuation of the derivative features of the AJB Note, we determined the total amount of debt discounts exceeded the face amount of the note and recorded derivative expense for the excess amount. Derivative expense for the year ended July 31, 2021 was $97,201. There was no derivative expense for the year ended July 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 - INCOME TAXES A reconciliation of the provision for income taxes as reported, and the amount computed by multiplying net loss by the federal statutory rate of 21% as of July 31, 2021 and 2020 are as follows: July 31, 2021 July 31, 2020 Federal income tax benefit computed at the statutory rate $ (305,555 ) $ (222,198 ) Increase (decrease) resulting from: State income taxes, net of federal benefit 750 (1,088 ) Stock-based compensation 147,085 89,933 Derivatives 12,155 - Valuation allowance 144,992 133,113 Other 573 240 Income tax benefit, as reported $ - $ - The components of the net deferred tax asset as of July 31, 2021 and 2020 are as follows: July 31, 2021 July 31, 2020 Deferred tax assets: Net operating loss carryovers $ 682,756 $ 537,764 Valuation allowance (682,756 ) (537,764 ) Net deferred tax asset, as reported $ - $ - In assessing the realizable value of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which these temporary differences become tax deductible. Based on management’s assessment of objective and subjective evidence, we have concluded at this time it is more likely than not that all of our deferred tax asset will not be realized and we have provided a valuation allowance for the entire amount of the deferred tax asset. At July 31, 2021, we have approximately $3.16 million in federal and state net operating loss carryovers that begin expiring in fiscal 2037. We conduct business solely in the United States and file income tax returns in the United States federal jurisdiction as well as in the states of Tennessee and Colorado. The taxable years ended July 31, 2021, 2020, 2019 and 2018 remain open to examination by the taxing jurisdictions to which we are subject. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative.” No material interest or penalties on unpaid tax were recorded during the years ended July 31, 2021 and 2020. As of July 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 - RELATED PARTY TRANSACTIONS To continue operations and meet operating cash requirements, we have periodically relied on advances from related parties, primarily shareholders, until such time as our cash flow from operations meets our cash requirements or we are able to obtain adequate financing through sales of our equity securities and/or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts advanced primarily relate to amounts paid to vendors. The advances are considered temporary in nature and have not been formalized by any written agreement. As of July 31, 2021 and 2020, related parties were owed $202,290 and $271,819, respectively, which are included in accounts payable and accrued expenses, related party on the consolidated balance sheets - see Note 5. The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party advances may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. Effective May 1, 2021, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC, a related party, to provide the services of our CEO and Chairman of the Board of Directors. Under the terms of the Contract CEO Agreement, Platinum Equity Advisors, LLC is owed $50,150 at July 31, 2021. The amount owed is included in accounts payable and accrued expenses, related party on the consolidated balance sheets - see Note 5. |
Common Stock
Common Stock | 12 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
Common Stock | NOTE 11 - COMMON STOCK At July 31, 2021 and 2020, we had 40,118,007 and 36,474,611 shares of common stock outstanding, respectively. We issued 4,643,396 shares of common stock during the year ended July 31, 2021, of which 2,550,000 shares were issued for cash, 1,333,334 shares were issued as part of a debt arrangement, 635,062 shares were issued upon conversion of debt and related accrued interest, 25,000 shares were issued for the settlement of accounts payable, and 100,000 shares were issued for the vesting of an employee stock grant. In addition, we purchased and immediately cancelled 1,000,000 shares of our common stock. During the fiscal year ended July 31, 2020 we issued 3,987,111 shares of common stock, of which 2,950,000 shares were issued for cash, 500,000 shares were issued for services, 337,111 shares were issued upon conversion of debt and related accrued interest, and 200,000 shares were issued for the vesting of an employee stock grant. On August 11, 2020, we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). The purchased shares were delivered by AMP directly to the transfer agent on September 8, 2020 and immediately cancelled. See Note 7. On August 15, 2020, we issued 112,624 shares of common stock to the holder of a $50,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $6,312 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On October 13, 2020, we completed two (2) private placement transactions totaling 1,050,000 shares of our common stock, each at a price of $0.10 per share, resulting in net proceeds to the Company of $105,000. We incurred no cost related to the private placements. On December 2, 2020, we completed a private placement transaction totaling 1,500,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $150,000. We incurred no cost related to the private placement. On February 3, 2021, we issued 1,333,334 shares of common stock to the purchaser of a promissory note as an origination fee of $200,000 on such note. See Note 7. On February 18, 2021, we issued 57,766 shares of common stock to the holder of a $25,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $3,883 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On February 23, 2021, we issued 231,250 shares of common stock to the holder of a $100,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $15,625 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On May 3, 2021, we issued 233,422 shares of common stock to the holder of a $100,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $16,711 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On May 13, 2021, we issued 25,000 to a vendor in settlement of a $5,000 balance that was previously included in accounts payable. Under the terms of the settlement, the shares were issued at a price of $0.20 per share. On July 16, 2021, we issued 100,000 shares of common stock to an employee upon the vesting of a portion of a restricted stock grant. The grant date fair value of the shares issued was $0.35 per share. |
Common Stock Subscribed
Common Stock Subscribed | 12 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
Common Stock Subscribed | NOTE 12 - COMMON STOCK SUBSCRIBED On April 30, 2021, we entered into a common stock Subscription Agreement with an investor. Under the terms of the Subscription Agreement, the investor agreed to purchase 2,000,000 shares of our common stock at a purchase price of $0.10 per share through a series of payments, and with the initial payment of $50,000 due upon execution of the Subscription Agreement. The common stock subscription was recorded as Common stock subscribed and related Stock subscriptions receivable on our consolidated balance sheets. After receipt of the investor’s initial $50,000 payment and an additional payment of $50,000 on June 6, 2021, stock subscriptions receivable at July 31, 2021 was $100,000 and is reflected as a contra equity item in our consolidated balance sheet until fully collected. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2021 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | NOTE 13 - STOCK-BASED COMPENSATION Our stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants of both stock options and warrants and restricted stock to achieve those goals. Summary of Stock Options and Warrants During the year ended July 31, 2021, we recorded $621,776 of compensation expense, net of capitalized expense of $78,631, related to stock options and warrants. During the year ended July 31, 2020, we recorded $407,613 of compensation expense, net of capitalized expense of $20,641, related to stock options and warrants. The grant date fair value of stock options and warrants issued during the years ended July 31, 2021 and 2020 was $241,433 and $808,253, respectively. We estimated the grant date fair value of stock options and warrants using the Black-Scholes pricing model with the following weighted average range of assumptions for the periods presented: July 31, 2021 July 31, 2020 Expected volatility 271.61 % 271.37 % Expected term (in years) 3.25 3.25 Risk-free interest rate 0.20 % 0.46 % Dividend yield None None Expected Volatility Due to the fact we do not consider historical volatility is the best indicator of future volatility, we use implied volatility of our options to estimate future volatility. Expected Term Where possible, we use the simplified method to estimate the expected term of employee stock options. Where we are unable to use the simplified method due to the terms of a stock option, we may use a modified simplified method to estimate the expected term. We do not have adequate historical exercise data to provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire. Risk-Free Interest Rate The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. Dividend Yield We have not estimated any dividend yield as we currently do not pay a dividend and do not anticipate paying a dividend over the expected term. The following table summarizes our options and warrant activity for the years ended July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Number of Weighted Number of Weighted Options and Average Options and Average Warrants Exercise Price Warrants Exercise Price Balance at beginning of year 6,350,000 $ 1.34 2,500,000 $ 3.00 Granted 1,000,000 0.40 3,850,000 0.25 Exercised - - - - Balance at end of period 7,350,000 $ 1.21 6,350,000 $ 1.34 Options and warrants exercisable 3,908,334 $ 1.50 2,150,000 $ 1.85 Summary of Restricted Stock Grants During the years ended July 31, 2021 and 2020, we recorded compensation expense related to restricted stock grants of $62,708 and $72,674, respectively. The following table summarizes our restricted stock activity for the years ended July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Balance at beginning of period 300,000 - Granted - 500,000 Released (100,000 ) (200,000 ) Forfeited - - Balance at end of period 200,000 300,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 - COMMITMENTS AND CONTINGENCIES Effective May 1, 2021, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. As compensation for the services, the Company shall pay Platinum an annual base fee of $323,400. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to one (1) year’s base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards as approved by the Board of Directors as defined in the agreement. On September 1, 2020, in connection with the appointment of Susan A. Reyes, M.D. as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the “Reyes Employment Agreement”) with an initial term of three (3) years. As compensation for her services, the Company shall pay Dr. Reyes an annual base salary of $52,000. The base salary shall be accrued until the Company obtains funding of at least $1,000,000, or has reported $10,000,000 in revenue, whichever occurs first. In the event Dr. Reyes’ employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards as approved by the Board of Directors as defined in the agreement. On June 15, 2020, in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. As compensation for his services, the Company shall pay Mr. Greenwood an annual base salary of $257,000. The base salary shall be accrued until the Company obtains funding of $1,000,000 in excess of funding used for inventory purchases, or has $1,000,000 in revenue, whichever occurs first. In the event Mr. Greenwood’s employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards as approved by the Board of Directors as defined in the agreement. On October 8, 2019, in connection with the appointment of Charles B. Lobetti, III as Chief Financial Officer of the Company, the Company and Mr. Lobetti entered into an employment agreement (the “Lobetti Employment Agreement”) “) with an initial term of three (3) years. Pursuant to a modification of the Lobetti Employment Agreement effective May 1, 2020, the Company shall pay Mr. Lobetti an annual base salary of $104,000 per year as compensation for his services. In the event Mr. Lobetti’s employment with the Company is terminated without cause, Mr. Lobetti shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Lobetti is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Lobetti shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Lobetti is eligible for equity awards as approved by the Board of Directors as defined in the agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 - SUBSEQUENT EVENTS On August 9, 2021, we exercised our option to extend the maturity date of the AJB Capital Investments, LLC Promissory Note (see Note 7) from August 2, 2021 until February 2, 2022. As a result of the extension of the maturity date, the interest rate of the note increases from ten percent (10%) per annum to twelve percent (12%) during the extension period. We incurred no costs related to the extension. On August 13, 2021, we issued 1,250,000 shares of our common stock pursuant to a Securities Purchase Agreement (“SPA”) dated April 30, 2021 - see Note 12. Under the original terms of the SPA, the investor agreed to purchase 2,000,000 shares of our common stock for $200,000 at a price of $0.10 per share through a series of payments. After receipt of $125,000 from the investor, both the Company and the investor mutually agreed to settlement of the SPA for the amounts received and the issuance of the shares at the agreed upon price per share. We incurred no cost related to the private placement. On August 27, 2021, Acorn Management Partners, LLC agreed to extend the maturity date of our $50,000 Promissory Note (see Note 7) from August 11, 2021 until November 11, 2021. We incurred no costs related to the extension. On September 14, 2021, we entered into a Settlement and Amendment Agreement (the “Agreement”) with AJB Capital Investments, LLC (“AJB”) for a potential event of default under the Promissory Note dated February 2, 2021 (the “Note”) and Securities Purchase Agreement (the “SPA”) relating to subsequent equity transactions. As part of the settlement under the Agreement, we agreed to issue AJB an additional 666,666 shares of our common stock for payment of its $200,000 origination fee owed under the terms of the original Note and SPA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. On the consolidated statements of operations for the year ended July 31, 2020, we reclassified $1,521 in loss from discontinued operations to selling, general and administrative expense and interest expense. The reclassification had no impact on previously reported net income. |
Risk and Uncertainties | Risk and Uncertainties Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fully develop our product(s) and operations; our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s future financial condition, liquidity, and results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. No loss has been experienced and management does not believe we are exposed to any significant credit risk. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. We routinely assess the recoverability of all customer and other receivables to determine their collectability and record a reserve when, based on the judgement of management, it is probably that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we charge uncollectable accounts receivable against the reserve. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the consolidated statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented. |
Intangible Assets | Intangible Assets Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. We did not recognize any impairment losses during any of the periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments. |
Derivative Liability | Derivative Liability Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative at each balance sheet date. We record the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. The Company had a derivative liability of $108,232 as July 31, 2021. We had no derivative liability at July 31, 2020. |
Revenue Recognition | Revenue Recognition Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers |
Advertising | Advertising Advertising costs are expensed as incurred in accordance with ASC 720-35, “ Advertising Costs |
Net Loss Per Common Share | Net Loss Per Common Share We determine basic income (loss) per share and diluted income (loss) per share in accordance with the provisions of ASC 260, “ Earnings Per Share |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. See Note 13. |
Business Combinations | Business Combinations We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes in accordance with Topic 740, “Income Taxes”. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“ CARES Act 2017 Tax Act In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the reporting periods presented. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “ Income Taxes Simplifying the Accounting for Income Taxes income In August 2020, the FASB issued ASU 2020-06 Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Equipment $ 8,923 $ 8,923 Less: accumulated depreciation (8,691 ) (6,470 ) Total property and equipment, net $ 232 $ 2,453 |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Asset | Intangibles, net consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Intangible assets under development 388,523 33,958 Capitalized costs of patents 49,939 - Capitalized costs of website 8,785 - Less: accumulated amortization (6,350 ) - Total intangibles, net $ 440,897 $ 33,958 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: 2022 $ 6,889 2023 2,863 2024 2,497 2025 2,497 2026 2,497 Thereafter 35,131 Total expected amortization expense $ 52,374 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Accounts payable $ 130,340 $ 155,211 Accrued interest expense 61,202 73,903 Accounts payable and accrued expenses 191,542 229,114 Accounts payable, related party 202,290 271,819 Accrued expenses, related party 50,150 - Accounts payable and accrued expenses, related party 252,440 271,819 Total accounts payable and accrued expenses $ 443,982 $ 500,933 |
Payroll Related Liabilities (Ta
Payroll Related Liabilities (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Payroll Related Liabilities | Payroll related liabilities consisted of the following at July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Accrued officers’ payroll $ 1,140,148 $ 858,154 Payroll taxes payable 12,070 2,865 Total payroll related liabilities $ 1,152,218 $ 861,019 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | We had the following debt obligations reflected at their respective carrying values on our consolidated balance sheets as of July 31, 2021 and 2020: July 31, 2021 July 31, 2020 5% Convertible promissory notes $ 325,000 $ 600,000 Note payable to Acorn Management Partners, LLC 50,000 - Note payable to AJB Capital Investments, LLC 360,000 - Paycheck Protection Program Loan - 41,667 Total debt obligations 735,000 641,667 Less debt discount (180,000 ) - Less current portion (555,000 ) (620,651 ) Long-term debt $ - $ 21,016 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | The following table summarizes the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended July 31, 2021: Fair Value Measurement Using Level 3 Inputs Balance, July 31, 2020 $ - Derivative liability on issuance of AJB Note 197,901 Change in fair value of derivative liability (89,669 ) Balance, July 31, 2021 $ 108,232 |
Schedule of Fair Value Assumptions of Derivative Feature | During the year ended July 31, 2021, the fair value of the derivative feature of the AJB Note was calculated using the following range of assumptions: Expected volatility of underlying stock 81.6% to 177.4 % Expected term (in years) .50 Risk-free interest rate 0.04 % Dividend yield None |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Provision for Income Taxes | A reconciliation of the provision for income taxes as reported, and the amount computed by multiplying net loss by the federal statutory rate of 21% as of July 31, 2021 and 2020 are as follows: July 31, 2021 July 31, 2020 Federal income tax benefit computed at the statutory rate $ (305,555 ) $ (222,198 ) Increase (decrease) resulting from: State income taxes, net of federal benefit 750 (1,088 ) Stock-based compensation 147,085 89,933 Derivatives 12,155 - Valuation allowance 144,992 133,113 Other 573 240 Income tax benefit, as reported $ - $ - |
Schedule of Components of Net Deferred Tax Asset | The components of the net deferred tax asset as of July 31, 2021 and 2020 are as follows: July 31, 2021 July 31, 2020 Deferred tax assets: Net operating loss carryovers $ 682,756 $ 537,764 Valuation allowance (682,756 ) (537,764 ) Net deferred tax asset, as reported $ - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Fair value of Stock Options Valuation Assumptions | July 31, 2021 July 31, 2020 Expected volatility 271.61 % 271.37 % Expected term (in years) 3.25 3.25 Risk-free interest rate 0.20 % 0.46 % Dividend yield None None |
Summary of Options and Warrants Activity | The following table summarizes our options and warrant activity for the years ended July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Number of Weighted Number of Weighted Options and Average Options and Average Warrants Exercise Price Warrants Exercise Price Balance at beginning of year 6,350,000 $ 1.34 2,500,000 $ 3.00 Granted 1,000,000 0.40 3,850,000 0.25 Exercised - - - - Balance at end of period 7,350,000 $ 1.21 6,350,000 $ 1.34 Options and warrants exercisable 3,908,334 $ 1.50 2,150,000 $ 1.85 |
Schedule of Restricted Stock Activity | The following table summarizes our restricted stock activity for the years ended July 31, 2021 and 2020: July 31, 2021 July 31, 2020 Balance at beginning of period 300,000 - Granted - 500,000 Released (100,000 ) (200,000 ) Forfeited - - Balance at end of period 200,000 300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Accounting Policies [Abstract] | ||
Reclassifications to selling general and administrative expense and interest expense | $ 1,521 | |
Cash FDIC insured amount | 250,000 | |
Derivative liability | 108,232 | |
Advertising costs | $ 5,297 | $ 50,927 |
Income tax description | In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act"). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the reporting periods presented. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (1,455,025) | $ (1,058,087) |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 2,221 | $ 4,769 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 8,923 | $ 8,923 |
Less: accumulated depreciation | (8,691) | (6,470) |
Total property and equipment, net | $ 232 | $ 2,453 |
Intangibles, Net (Details Narra
Intangibles, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 6,350 | |
Intangible asset, useful life | 17 years |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Intangibles Asset (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Less: accumulated amortization | $ (6,350) | |
Total intangibles, net | 440,897 | 33,958 |
Intangible Assets under Development [Member] | ||
Total intangibles, gross | 388,523 | 33,958 |
Capitalized Costs of Patents [Member] | ||
Total intangibles, gross | 49,939 | |
Capitalized Costs of Website [Member] | ||
Total intangibles, gross | $ 8,785 |
Intangibles, Net - Schedule o_2
Intangibles, Net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) | Jul. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 6,889 |
2023 | 2,863 |
2024 | 2,497 |
2025 | 2,497 |
2026 | 2,497 |
Thereafter | 35,131 |
Total expected amortization expense | $ 52,374 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 130,340 | $ 155,211 |
Accrued interest expense | 61,202 | 73,903 |
Accounts payable and accrued expenses | 191,542 | 229,114 |
Accounts payable, related party | 252,440 | 271,819 |
Accrued expenses, related party | 50,150 | |
Accounts payable and accrued expenses, related party | 252,440 | 271,819 |
Total accounts payable and accrued expenses | $ 443,982 | $ 500,933 |
Payroll Related Liabilities - S
Payroll Related Liabilities - Schedule of Payroll Related Liabilities (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued officers' payroll | $ 1,140,148 | $ 858,154 |
Payroll taxes payable | 12,070 | 2,865 |
Total payroll related liabilities | $ 1,152,218 | $ 861,019 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Feb. 02, 2021 | Dec. 14, 2020 | Aug. 11, 2020 | Apr. 30, 2020 | Mar. 27, 2020 | Mar. 31, 2018 | Jul. 31, 2021 | Jul. 31, 2020 |
Debt instrument, debt discount | $ 180,000 | |||||||
Amortization of debt discount | 180,000 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Debt interest rate, percentage | 10.00% | |||||||
Proceeds from convertible debt | $ 320,400 | |||||||
Debt instrument, face amount | $ 360,000 | |||||||
Debt instrument, maturity date | Aug. 2, 2021 | |||||||
Debt instrument, debt discount | $ 59,300 | |||||||
Accounts Payable and Accrued Liabilities [Member] | ||||||||
Accrued unpaid interest on debt | 2,919 | |||||||
Acorn Management Partners, LLC [Member] | ||||||||
Debt interest rate, percentage | 6.00% | |||||||
Stock issued during the period repurchased | 1,000,000 | |||||||
Stock issued during the period repurchased, value | $ 50,000 | |||||||
Debt instrument, term | 1 year | |||||||
5% Convertible Promissory Notes [Member] | ||||||||
Debt interest rate, percentage | 5.00% | |||||||
Proceeds from convertible debt | $ 750,000 | |||||||
Accrued unpaid interest on debt | $ 61,202 | 73,903 | ||||||
Debt instrument, description | The 5% Notes are convertible into common shares of the Company at a fixed ratio of two shares of common stock per dollar amount of the face value of the note. The principal terms under which the 5% Notes may be converted into common stock of the Company are as follows: At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Company's common stock at any time prior to the maturity date of the note. The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Company's common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000. | |||||||
5% Convertible Promissory Notes [Member] | ||||||||
Debt interest rate, percentage | 5.00% | |||||||
Accrued unpaid interest on debt | $ 42,531 | |||||||
Debt instrument, face amount | $ 275,000 | |||||||
Issuance of shares upon conversion of debt and related accrued interest, shares | 635,062 | |||||||
5% Convertible Promissory Notes [Member] | ||||||||
Debt interest rate, percentage | 5.00% | |||||||
Accrued unpaid interest on debt | $ 61,202 | |||||||
Debt instrument, face amount | 325,000 | |||||||
AJB Note [Member] | ||||||||
Debt instrument, description | In the event of default, the AJB Note may be converted into shares of the Company's common stock at a conversion price equal to the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price (i) during the previous twenty (20) trading day period ending on the issuance date of the note, or (ii) during the previous twenty (20) trading day period ending on the date of conversion of the note. | |||||||
Debt instrument, debt discount | 180,000 | |||||||
Number of common stock issued for commitment fee shares | 1,333,334 | |||||||
Number of common stock issued for commitment fee | $ 200,000 | |||||||
Amortization of debt discount | 180,000 | |||||||
Paycheck Protection Program Loan [Member] | ||||||||
Debt instrument, description | The loans bear interest at an annual rate of one percent (1%), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term. | |||||||
Debt forgiveness | $ 264 | $ 41,931 | ||||||
Paycheck Protection Program Loan [Member] | Mountain Commerce Bank [Member] | ||||||||
Proceeds from loan | $ 41,667 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Total debt obligations | $ 735,000 | $ 641,667 |
Less debt discount | (180,000) | |
Less current portion | (555,000) | (620,651) |
Long-term debt | 21,016 | |
5% Convertible Promissory Notes [Member] | ||
Total debt obligations | 325,000 | 600,000 |
Note Payable To Acorn Management Partners LLC [Member] | ||
Total debt obligations | 50,000 | |
Note Payable to AJB Capital Investments, LLC [Member] | ||
Total debt obligations | 360,000 | |
Paycheck Protection Program Loan [Member] | ||
Total debt obligations | $ 41,667 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Feb. 02, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Derivative liability | $ 108,232 | ||
Income on change in fair value of derivative liability | 89,669 | ||
Derivative expense | 97,201 | ||
AJB Note [Member] | |||
Derivative liability | $ 108,232 | ||
Securities Purchase Agreement [Member] | |||
Debt instrument, face amount | $ 360,000 | ||
Proceeds from convertible debt | $ 320,400 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | ||
Derivative liability on issuance of AJB Note | 197,901 | |
Change in fair value of derivative liability | (89,669) | |
Ending balance | $ 108,232 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Fair Value Assumptions of Derivative Feature (Details) | 12 Months Ended |
Jul. 31, 2021 | |
Expected Volatility of Underlying Stock [Member] | Minimum [Member] | |
Derivative Liability Measurement Input, percentage | 81.6 |
Expected Volatility of Underlying Stock [Member] | Maximum [Member] | |
Derivative Liability Measurement Input, percentage | 177.4 |
Expected Term [Member] | |
Derivative Liability Expected Life | 6 months |
Risk Free Interest Rate [Member] | |
Derivative Liability Measurement Input, percentage | 0.04 |
Expected Dividend Yield [Member] | |
Derivative Liability Measurement Input, percentage | 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
Federal and state net operating loss carryovers | $ 3,160,000 | |
Tax expiration date, description | Expiring in fiscal 2037 | |
Accrued for penalties or interest | ||
Unrecognized tax benefits |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit computed at the statutory rate | $ (305,555) | $ (222,198) |
State income taxes, net of federal benefit | 750 | (1,088) |
Stock-based compensation | 147,085 | 89,933 |
Derivatives | 12,155 | |
Valuation allowance | 144,992 | 133,113 |
Other | 573 | 240 |
Income tax benefit, as reported |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Asset (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets: Net operating loss carryovers | $ 682,756 | $ 537,764 |
Deferred tax assets: Valuation allowance | (682,756) | (537,764) |
Net deferred tax asset, as reported |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to related party | $ 252,440 | $ 271,819 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | May 13, 2021 | Mar. 03, 2021 | Feb. 23, 2021 | Feb. 18, 2021 | Dec. 02, 2020 | Oct. 13, 2020 | Aug. 15, 2020 | Aug. 11, 2020 | Jul. 31, 2021 | Feb. 03, 2021 | Jul. 31, 2020 | Jul. 16, 2021 |
Common shares outstanding | 40,118,007 | 36,474,611 | ||||||||||
Shares issued during period, new issues, value | $ 255,000 | $ 295,000 | ||||||||||
Common Stock [Member] | ||||||||||||
Stock issued during the period, shares | 2,550,000 | 2,950,000 | ||||||||||
Purchase and cancellation of shares | (1,000,000) | |||||||||||
Shares issued during period for services | 500,000 | |||||||||||
Shares issued during period, new issues, value | $ 2,550 | $ 2,950 | ||||||||||
Two Private Placement [Member] | ||||||||||||
Stock issued during the period, shares | 1,050,000 | |||||||||||
Share price per share | $ 0.10 | |||||||||||
Proceeds from private placement | $ 105,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Stock issued during the period, shares | 1,500,000 | |||||||||||
Share price per share | $ 0.10 | |||||||||||
Proceeds from private placement | $ 150,000 | |||||||||||
5% Convertible Promissory Note [Member] | ||||||||||||
Conversion price | $ 0.50 | |||||||||||
5% Convertible Promissory Note [Member] | Common Stock [Member] | ||||||||||||
Stock issued during the period, shares | 233,422 | 231,250 | 57,766 | |||||||||
Conversion price | $ 0.50 | $ 0.50 | ||||||||||
Shares issued during period, new issues, value | $ 100,000 | $ 100,000 | $ 25,000 | |||||||||
Accrued interest | $ 16,711 | $ 15,625 | $ 3,883 | |||||||||
5% Convertible Promissory Note [Member] | Holder [Member] | ||||||||||||
Shares issued during the period conversion of debt | 112,624 | |||||||||||
Shares issued during the period conversion of debt, value | $ 50,000 | |||||||||||
Accrued interest | $ 6,312 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt interest rate, percentage | 5.00% | |||||||||||
Promissory Note [Member] | ||||||||||||
Shares issued during period for cash | 1,333,334 | |||||||||||
Origination fee | $ 200,000 | |||||||||||
Acorn Management Partners, LLC [Member] | ||||||||||||
Stock issued during the period repurchased | 1,000,000 | |||||||||||
Debt interest rate, percentage | 6.00% | |||||||||||
Common Stock [Member] | ||||||||||||
Stock issued during the period, shares | 4,643,396 | 3,987,111 | ||||||||||
Shares issued during period for cash | 2,550,000 | 2,950,000 | ||||||||||
Shares issued during the period conversion of debt | 635,062 | 337,111 | ||||||||||
Purchase and cancellation of shares | 1,000,000 | |||||||||||
Shares issued during period for services | 500,000 | |||||||||||
Shares issued during the period employee stock | 200,000 | |||||||||||
Common Stock [Member] | Debt Arrangement [Member] | ||||||||||||
Shares issued during period for cash | 1,333,334 | |||||||||||
Common Stock [Member] | Settlement of Accounts Payable [Member] | ||||||||||||
Shares issued during period for cash | 25,000 | |||||||||||
Common Stock [Member] | Vesting of Employee Stock Grant [Member] | ||||||||||||
Shares issued during period for cash | 100,000 | |||||||||||
Conversion price | $ 0.35 | |||||||||||
Common Stock [Member] | Shares Issued for Vendor Settlement [Member] | ||||||||||||
Stock issued during the period, shares | 5,000 | |||||||||||
Conversion price | $ 0.20 |
Common Stock Subscribed (Detail
Common Stock Subscribed (Details Narrative) - Subscription Agreement [Member] - Investor [Member] | 12 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | |
Stock issued during the period, shares | shares | 2,000,000 |
Share price per share | $ / shares | $ 0.10 |
Payments for initial payments | $ 50,000 |
Stock subscriptions receivable | $ 100,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Stock-based compensation expense | $ 621,776 | $ 407,613 |
Stock Options and Warrants [Member] | ||
Stock-based compensation expense | 621,776 | 407,613 |
Net of capitalized expense | 78,631 | 20,641 |
Share-based payment award and warrants, options, grants in period | $ 241,433 | $ 808,253 |
Restricted stock grants, shares | 62,708 | 72,674 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair value of Stock Options Valuation Assumptions (Details) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Expected volatility | 271.61% | 271.37% |
Expected term (in years) | 3 years 2 months 30 days | 3 years 2 months 30 days |
Risk-free interest rate | 0.20% | 0.46% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options and Warrants Activity (Details) - Stock Options and Warrants [Member] - $ / shares | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Number of shares, Outstanding, Beginning balance | 6,350,000 | 2,500,000 |
Number of shares, Options and warrants granted | 1,000,000 | 3,850,000 |
Number of shares, Options and warrants exercised | ||
Number of shares, Outstanding, Ending balance | 7,350,000 | 6,350,000 |
Number of shares, Options and warrants exercisable | 3,908,334 | 2,150,000 |
Weighted Avg. Exercise Price, Outstanding, Beginning balance | $ 1.34 | $ 3 |
Weighted Avg. Exercise Price, Options and warrants granted | 0.40 | 0.25 |
Weighted Avg. Exercise Price, Options and warrants exercised | ||
Weighted Avg. Exercise Price, Outstanding, Ending balance | 1.21 | 1.34 |
Weighted Avg. Exercise Price, Exercisable Ending Balance | $ 1.50 | $ 1.85 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock Grants [Member] - shares | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Restricted Stock Grants, Beginning | 300,000 | |
Restricted Stock Grants, Granted | 500,000 | |
Restricted Stock Grants, Released | (100,000) | (200,000) |
Restricted Stock Grants, Forfeited | ||
Restricted Stock Grants, Ending | 200,000 | 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 03, 2021 | Sep. 02, 2020 | Jun. 15, 2020 | Oct. 08, 2019 |
Scott M. Boruff [Member] | Boruff Employment Agreement [Member] | ||||
Annual base salary | $ 323,400 | |||
Base salary description | We entered into a Non-Employee Chief Executive Officer Engagement Agreement (the "Contract CEO Agreement") with Platinum Equity Advisors, LLC ("Platinum") to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. As compensation for the services, the Company shall pay Platinum an annual base fee of $323,400. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to one (1) year's base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. "Change in Control" is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards as approved by the Board of Directors as defined in the agreement. | |||
Dr. Reyes [Member] | Reyes Employment Agreement [Member] | ||||
Annual base salary | $ 52,000 | |||
Base salary description | In connection with the appointment of Susan A. Reyes, M.D. as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the "Reyes Employment Agreement") with an initial term of three (3) years. As compensation for her services, the Company shall pay Dr. Reyes an annual base salary of $52,000. The base salary shall be accrued until the Company obtains funding of at least $1,000,000, or has reported $10,000,000 in revenue, whichever occurs first. In the event Dr. Reyes' employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards as approved by the Board of Directors as defined in the agreement. | |||
Kenneth M. Greenwood [Member] | Greenwood Employment Agreement [Member] | ||||
Annual base salary | $ 257,000 | |||
Base salary description | In connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the "Greenwood Employment Agreement") with an initial term of three (3) years. As compensation for his services, the Company shall pay Mr. Greenwood an annual base salary of $257,000. The base salary shall be accrued until the Company obtains funding of $1,000,000 in excess of funding used for inventory purchases, or has $1,000,000 in revenue, whichever occurs first. In the event Mr. Greenwood's employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards as approved by the Board of Directors as defined in the agreement. | |||
Charles B. Lobetti, III [Member] | Lobetti Employment Agreement [Member] | ||||
Annual base salary | $ 104,000 | |||
Base salary description | In connection with the appointment of Charles B. Lobetti, III as Chief Financial Officer of the Company, the Company and Mr. Lobetti entered into an employment agreement (the "Lobetti Employment Agreement") ") with an initial term of three (3) years. Pursuant to a modification of the Lobetti Employment Agreement effective May 1, 2020, the Company shall pay Mr. Lobetti an annual base salary of $104,000 per year as compensation for his services. In the event Mr. Lobetti's employment with the Company is terminated without cause, Mr. Lobetti shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Lobetti is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Lobetti shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Lobetti is eligible for equity awards as approved by the Board of Directors as defined in the agreement. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 14, 2021 | Aug. 27, 2021 | Aug. 13, 2021 | Aug. 09, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Feb. 02, 2021 | Aug. 11, 2020 |
Stock issued during the period, value | $ 255,000 | $ 295,000 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Debt instrument, interest rate | 10.00% | |||||||
Debt instrument, face amount | $ 360,000 | |||||||
Acorn Management Partners, LLC [Member] | ||||||||
Debt instrument, interest rate | 6.00% | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Stock issued during the period, shares | 1,250,000 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||||||||
Stock issued during the period, shares | 2,000,000 | |||||||
Stock issued during the period, value | $ 200,000 | |||||||
Shares issued price per share | $ 0.10 | |||||||
Mutually agreed settlement, value | $ 125,000 | |||||||
Subsequent Event [Member] | AJB Capital Investments, LLC [Member] | ||||||||
Debt instrument, interest rate | 12.00% | |||||||
Debt instrument, description | We exercised our option to extend the maturity date of the AJB Capital Investments, LLC Promissory Note (see Note 7) from August 2, 2021 until February 2, 2022. As a result of the extension of the maturity date, the interest rate of the note increases from ten percent (10%) per annum to twelve percent (12%) during the extension period. | |||||||
Subsequent Event [Member] | AJB Capital Investments, LLC [Member] | Settlement and Amendment Agreement [Member] | ||||||||
Stock issued during the period, shares | 666,666 | |||||||
Origination fee | $ 200,000 | |||||||
Subsequent Event [Member] | Acorn Management Partners, LLC [Member] | ||||||||
Debt instrument, description | Acorn Management Partners, LLC agreed to extend the maturity date of our $50,000 Promissory Note (see Note 7) from August 11, 2021 until November 11, 2021. We incurred no costs related to the extension. | |||||||
Debt instrument, face amount | $ 50,000 |