Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Sep. 23, 2022 | Jan. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jul. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity File Number | 001-36564 | ||
Entity Registrant Name | Healthcare Integrated Technologies, Inc. | ||
Entity Central Index Key | 0001584693 | ||
Entity Tax Identification Number | 85-1173741 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1462 Rudder Lane | ||
Entity Address, City or Town | Knoxville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37919 | ||
City Area Code | (865) | ||
Local Phone Number | 719-8160 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,230,467 | ||
Entity Common Stock, Shares Outstanding | 42,304,673 | ||
Documents Incorporated By Reference | None | ||
Auditor Firm ID | 910 | ||
Auditor Name | Rodefer Moss & Co, PLLC | ||
Auditor Location | Brentwood, Tennessee |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,051 | $ 11,443 |
Prepaid expenses | 36,616 | 37,575 |
Total current assets | 37,667 | 49,018 |
OTHER ASSETS: | ||
Property and equipment, net | 232 | |
Intangibles, net | 688,353 | 440,897 |
Total assets | 726,020 | 490,147 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 202,973 | 191,542 |
Accounts payable and accrued expenses, related party | 641,315 | 252,440 |
Payroll related liabilities | 1,452,434 | 1,152,218 |
Convertible notes | 325,000 | 325,000 |
Notes payable, net | 455,605 | 230,000 |
Derivative liability | 76,451 | 108,232 |
Total current and total liabilities | 3,153,778 | 2,259,432 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock par value $0.001; 200,000,000 shares authorized; 42,304,673 and 40,118,007 shares issued and outstanding as of July 31, 2022 and 2021, respectively | 42,305 | 40,118 |
Additional paid-in capital | 11,839,645 | 11,039,284 |
Common stock subscribed | 200,000 | |
Stock subscription receivable | (100,000) | |
Accumulated deficit | (14,309,708) | (12,948,687) |
Total stockholders’ deficit | (2,427,758) | (1,769,285) |
Total liabilities and stockholders’ deficit | $ 726,020 | $ 490,147 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2022 | Jul. 31, 2021 |
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 | 42,304,673 | 40,118,007 |
Common stock, shares outstanding | 42,304,673 | 40,118,007 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
OPERATING EXPENSES: | ||
Selling, general and administrative | $ 1,138,065 | $ 1,274,634 |
Total operating expenses | 1,138,065 | 1,274,634 |
OPERATING LOSS | (1,138,065) | (1,274,634) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (447,623) | (227,900) |
Change in fair value of derivative liability | 224,667 | 89,669 |
Derivative expense | (97,201) | |
Debt forgiveness | 41,931 | |
Lawsuit settlement | 13,110 | |
Total other income (expense) | (222,956) | (180,391) |
NET LOSS | $ (1,361,021) | $ (1,455,025) |
NET LOSS PER COMMON SHARE | ||
Basic and diluted | $ (0.03) | $ (0.04) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Basic and diluted | 42,024,810 | 37,377,106 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscribed [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2020 | $ 36,475 | $ 9,564,989 | $ (11,443,662) | $ (1,842,198) | |
Beginning 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) | |||
Stock-based compensation | $ 100 | 700,308 | 700,408 | ||
Stock-based compensation, shares | 100,000 | ||||
Ending balance, value at Jul. 31, 2021 | $ 40,118 | 11,039,284 | 100,000 | (12,948,687) | (1,769,285) |
Ending balance, shares at Jul. 31, 2021 | 40,118,007 | ||||
Net loss | (1,361,021) | (1,361,021) | |||
Issuance of shares for cash. shares | 2,186,666 | ||||
Stock-based compensation | $ 100 | 552,043 | 552,143 | ||
Stock-based compensation, shares | 100,000 | ||||
Receipt of cash under stock subscription agreement | (25,000) | (25,000) | |||
Issuance of shares for services | $ 170 | 25,330 | 25,500 | ||
Issuance of shares for services, shares | 170,000 | ||||
Issuance of shares and settlement of stock subscription | $ 1,250 | 123,750 | (75,000) | 50,000 | |
Issuance of shares and settlement of stock subscription, shares | 1,250,000 | ||||
Issuance of shares under debt settlement and amendment agreement | $ 667 | (667) | |||
Issuance of shares under debt settlement and amendment agreement, shares | 666,666 | ||||
Issuance of warrants with debt recorded as debt discount | 99,905 | 99,905 | |||
Ending balance, value at Jul. 31, 2022 | $ 42,305 | $ 11,839,645 | $ (14,309,708) | $ (2,427,758) | |
Ending balance, shares at Jul. 31, 2022 | 42,304,673 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,361,021) | $ (1,455,025) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation and amortization | 11,215 | 8,571 |
Stock-based compensation | 473,511 | 621,776 |
Issuance of equity for services | 25,500 | 1,690 |
Amortization of debt discount | 374,395 | 180,000 |
Change in fair value of derivative liability | (224,667) | (89,669) |
Derivative expense | 97,201 | |
Debt forgiveness | (41,931) | |
Lawsuit settlement | (13,110) | |
Changes in operating assets and liabilities (excluding effects of acquisitions): | ||
Prepaid expenses and other current assets | 959 | 9,363 |
Accounts payable and accrued expenses | 11,431 | 18,933 |
Accounts payable and accrued expenses, related party | 323,400 | 50,150 |
Payroll related liabilities | 153,100 | 19,859 |
NET CASH USED BY OPERATING ACTIVITIES | (212,177) | (592,192) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for development of intangible assets | (32,690) | (60,608) |
NET CASH USED BY INVESTING ACTIVITIES | (32,690) | (60,608) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 255,000 | |
Proceeds from common stock subscriptions | 25,000 | 100,000 |
Proceeds from debt issuance | 504,000 | 300,700 |
Principal payments of short-term debt | (360,000) | |
Proceeds from related party loans | 213,600 | 26,127 |
Payments of amounts owed to related parties | (148,125) | (95,656) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 234,475 | 586,171 |
Net change in cash and cash equivalents | (10,392) | (66,629) |
Cash and cash equivalents, beginning of period | 11,443 | 78,072 |
Cash and cash equivalents, end of period | 1,051 | 11,443 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 51,180 | 17,806 |
SIGNIFICANT NON-CASH INVESTING AND FINACING ACTIVITIES | ||
Capital expenditures included in payroll related liabilities | 147,117 | 271,340 |
Capital expenditures from stock-based compensation | 78,632 | 78,632 |
Derivative liability recorded as debt discount | 192,886 | 100,700 |
Issuance of warrants with debt, recorded as debt discount | 99,905 | |
Capital expenditures included in accounts payable and accrued expenses | 2,710 | |
Issuance of common stock with debt, recorded as debt discount | 200,000 | |
Issuance of common stock for payment of convertible debt | 275,000 | |
Issuance of common stock for payment of items included in accounts payable and accrued expenses | 45,841 | |
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, 2022 | |
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 with no changes to previously reported net loss or stockholders’ deficit. 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 fund our operations and fully develop our product(s); 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 2023. 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 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” 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 liability at each balance sheet date. We record the change in the fair value of the derivative liability as other income or expense in the consolidated statements of operations. The Company had a derivative liability of $ 76,451 108,232 Revenue Recognition Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers Advertising and Marketing Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, “ Advertising Costs 36,535 5,297 Net Loss Per Common Share We determine basic 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” Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-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. Stock-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 stock-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 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 Recent Accounting Pronouncements 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, 2022 | |
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 $ 1,361,021 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, 2022 | |
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, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT, NET July 31, 2022 July 31, 2021 Equipment $ 8,923 $ 8,923 Less: accumulated depreciation (8,923 ) (8,691 ) Total property and equipment, net $ - $ 232 Depreciation expense for the years ended July 31, 2022 and 2021 was $ 232 2,221 |
INTANGIBLES, NET
INTANGIBLES, NET | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES, NET | NOTE 4 – INTANGIBLES, NET Intangibles, net consisted of the following at July 31, 2022 and 2021: SCHEDULE OF INTANGIBLES ASSET July 31, 2022 July 31, 2021 Intangible assets under development 559,103 388,523 Capitalized costs of patents 137,798 49,939 Capitalized costs of website 8,785 8,785 Total intangibles, gross 8,785 8,785 Less: accumulated amortization (17,333 ) (6,350 ) Total intangibles, net $ 688,353 $ 440,897 Amortization expense for the years ended July 31, 2022 and 2021 was $ 10,983 6,350 Intangibles are amortized over their estimated useful lives of 2 20 19 SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2023 $ 7,256 2024 6,890 2025 6,890 2026 6,890 2027 6,890 Thereafter 94,434 Total expected amortization expense $ 129,250 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Jul. 31, 2022 | |
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, 2022 and 2021: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES July 31, 2022 July 31, 2021 Accounts payable $ 119,725 $ 130,340 Accrued interest expense 83,248 61,202 Accounts payable and accrued expenses 202,973 191,542 Accounts payable, related party 267,765 202,290 Accrued expenses, related party 373,550 50,150 Accounts payable and accrued expenses, related party 641,315 252,440 Total accounts payable and accrued expenses $ 844,288 $ 443,982 |
PAYROLL RELATED LIABILITIES
PAYROLL RELATED LIABILITIES | 12 Months Ended |
Jul. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
PAYROLL RELATED LIABILITIES | NOTE 6 - PAYROLL RELATED LIABILITIES Payroll related liabilities consisted of the following at July 31, 2022 and 2021: SCHEDULE OF PAYROLL RELATED LIABILITIES July 31, 2022 July 31, 2021 Accrued officers’ payroll $ 1,440,364 $ 1,140,148 Payroll taxes payable 12,070 12,070 Total payroll related liabilities $ 1,452,434 $ 1,152,218 |
DEBT
DEBT | 12 Months Ended |
Jul. 31, 2022 | |
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, 2022 and 2021: SCHEDULE OF DEBT OBLIGATIONS July 31, 2022 July 31, 2021 5% Convertible promissory notes $ 325,000 $ 325,000 Note payable to Acorn Management Partners, LLC 50,000 50,000 Note payable to AJB Capital Investments, LLC 600,000 360,000 Total debt obligations 975,000 735,000 Less debt discount (194,395 ) (180,000 ) Less current portion (780,605 ) (555,000 ) Long-term debt $ - $ - 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 5 matured one-year from the date of issuance 83,248 61,202 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 ● 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 No 5% Notes were converted into shares of our common stock during the year ended July 31, 2022. During the year ended July 31, 2021, 5% Notes with a face amount of $ 275,000 42,531 635,062 325,000 77,329 Note Payable to Acorn Management Partners, LLC On August 11, 2020 we agreed to repurchase 1,000,000 50,000 6.0 one-year 1,000,000 5,919 2,919 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 1”) in the principal amount of $ 360,000 320,400 10 August 2, 2021 the maturity date of the note was extended for six (6) months 12 59,300 On February 9, 2022, we entered into a Securities Purchase Agreement with AJB Capital, pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note 2”) in the principal amount of $ 600,000 534,000 10 February 9, 2023 96,000 In the event of default, the AJB Note 2 may be converted into shares of the Company’s common stock at a conversion price equal to the lesser of 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 $ 192,886 As additional consideration for the purchase of the AJB Note 2, we issued AJB Capital 1,500,000 1,500,000 0.10 1,000,000 99,905 Total unamortized debt discount related to the AJB Capital notes at July 31, 2022 and 2021 was $ 194,395 180,000 374,395 180,000 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 41,667 264 41,931 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Jul. 31, 2022 | |
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 1”) in the principal amount of $ 360,000 320,400 On February 9, 2022, we entered into a new Securities Purchase Agreement with AJB Capital, pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note 2”) in the principal amount of $ 600,000 534,000 In the event of default, the AJB Capital notes may be converted into shares of the Company’s common stock. We identified certain conversion features embedded in the AJB Capital notes that represent derivative 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 years ended July 31, 2022 and 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES July 31, 2022 July 31, 2021 Balance at beginning of period $ 108,232 $ - Derivative liability on issuance of notes 192,886 197,901 Change in fair value of derivative liability (224,667 ) (89,669 ) Balance at end of period $ 76,451 $ 108,232 During the years ended July 31, 2022 and 2021, the fair value of the derivative feature of the AJB Capital notes were calculated using the following range of assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE FEATURE July 31, 2022 July 31, 2021 Expected volatility 70.4 101.2 % 81.6 178.8 % Expected term (in years) 0.01 1.00 0.25 0.50 Risk-free interest rate 0.04 2.91 % 0.04 % Dividend yield None None On July 31, 2022 and 2021, the derivative liability related to the AJB Capital notes was $ 76,451 108,232 224,667 89,669 There was no derivative expense recorded in the year ended July 31, 2022. Upon the initial valuation of the derivative feature of the AJB Note 1 during the year ended July 31, 2021, we determined the total amount of debt discounts exceeded the face amount of the note and recorded derivative expense of $ 97,201 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2022 | |
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 SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES July 31, 2022 July 31, 2021 Federal income tax benefit computed at the statutory rate $ (238,994 ) $ (305,555 ) Increase (decrease) resulting from: State income taxes, net of federal benefit - 750 Stock-based compensation 115,950 147,085 Derivatives 31,443 12,155 Valuation allowance 91,095 144,992 Other 506 573 Income tax benefit, as reported $ - $ - The components of the net deferred tax asset as of July 31, 2022 and 2021 are as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSET July 31, 2022 July 31, 2021 Deferred tax assets: Net operating loss carryovers $ 773,851 $ 682,756 Valuation allowance (773,851 ) (682,756 ) 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, 2022, we have approximately $ 3.59 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, 2022, 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 no |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2022 | |
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, 2022 and 2021, related parties were owed $ 267,765 202,290 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 was owed $ 373,550 50,150 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 11 - COMMON STOCK At July 31, 2022 and 2021, we had 42,304,673 40,118,007 2,186,666 1,250,000 666,666 170,000 100,000 4,643,396 2,550,000 1,333,334 635,062 25,000 100,000 1,000,000 On August 10, 2021, we issued 1,250,000 2,000,000 200,000 0.10 125,000 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 666,666 200,000 On December 23, 2021, we executed a consulting agreement with Ludlow Business Services, Inc. (“Ludlow”) to establish, expand and maintain corporate awareness. Pursuant to the terms of the agreement, we issued 170,000 0.15 On July 16, 2022, we issued 100,000 0.35 |
COMMON STOCK SUBSCRIBED
COMMON STOCK SUBSCRIBED | 12 Months Ended |
Jul. 31, 2022 | |
Common Stock Subscribed | |
COMMON STOCK SUBSCRIBED | NOTE 12 - COMMON STOCK SUBSCRIBED On April 30, 2021, we entered into a common stock Subscription Agreement (the “SPA”) with an investor. Under the terms of the SPA, the investor agreed to purchase 2,000,000 0.10 125,000 100,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jul. 31, 2022 | |
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, 2022, we recorded $ 473,511 78,632 621,776 78,631 241,433 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: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS VALUATION ASSUMPTIONS July 31, 2022 July 31, 2021 Expected volatility - 271.61 % Expected term (in years) - 3.25 Risk-free interest rate - 0.20 % Dividend yield - 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, 2022 and 2021: SUMMARY OF OPTIONS AND WARRANTS ACTIVITY July 31, 2022 July 31, 2021 Number of Weighted Number of Weighted Options and Average Options and Average Warrants Exercise Price Warrants Exercise Price Balance at beginning of year 7,350,000 $ 1.21 6,350,000 $ 1.34 Granted - - 1,000,000 0.40 Exercised - - - - Balance at end of period 7,350,000 $ 1.21 7,350,000 $ 1.21 Options and warrants exercisable 5,800,000 $ 1.45 3,908,334 $ 1.50 Summary of Restricted Stock Grants During the years ended July 31, 2022 and 2021, we recorded compensation expense related to restricted stock grants of $ 6,563 62,708 The following table summarizes our restricted stock activity for the years ended July 31, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK ACTIVITY July 31, 2022 July 31, 2021 Balance at beginning of period 200,000 300,000 Granted - - Released (100,000 ) (100,000 ) Forfeited - - Balance at end of period 100,000 200,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Employment and Consulting Agreements 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 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 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 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 Litigation From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS On August 26, 2022, we entered into a Consulting Agreement with G. Shayne Bench, individually, and Bucuti Investments, LLC. Pursuant to the Consulting Agreement, Mr. Bench was appointed to the Board of Directors of the Company on September 8, 2022. In connection with the appointment to the board, he received a restricted stock grant of 846,093 We evaluate subsequent events and transactions that occur after the balance sheet date for the period presented and up to the issuance date of the financial statements. Based on our review, we did not identify any subsequent events other than those listed above that would require adjustment to or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 31, 2022 | |
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 with no changes to previously reported net loss or stockholders’ deficit. |
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 fund our operations and fully develop our product(s); 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 2023. |
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 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” 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 liability at each balance sheet date. We record the change in the fair value of the derivative liability as other income or expense in the consolidated statements of operations. The Company had a derivative liability of $ 76,451 108,232 |
Revenue Recognition | Revenue Recognition Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers |
Advertising and Marketing | Advertising and Marketing Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, “ Advertising Costs 36,535 5,297 |
Net Loss Per Common Share | Net Loss Per Common Share We determine basic 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” Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-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. Stock-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 stock-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 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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment, net consisted of the following at July 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT, NET July 31, 2022 July 31, 2021 Equipment $ 8,923 $ 8,923 Less: accumulated depreciation (8,923 ) (8,691 ) Total property and equipment, net $ - $ 232 |
INTANGIBLES, NET (Tables)
INTANGIBLES, NET (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLES ASSET | Intangibles, net consisted of the following at July 31, 2022 and 2021: SCHEDULE OF INTANGIBLES ASSET July 31, 2022 July 31, 2021 Intangible assets under development 559,103 388,523 Capitalized costs of patents 137,798 49,939 Capitalized costs of website 8,785 8,785 Total intangibles, gross 8,785 8,785 Less: accumulated amortization (17,333 ) (6,350 ) Total intangibles, net $ 688,353 $ 440,897 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2023 $ 7,256 2024 6,890 2025 6,890 2026 6,890 2027 6,890 Thereafter 94,434 Total expected amortization expense $ 129,250 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following at July 31, 2022 and 2021: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES July 31, 2022 July 31, 2021 Accounts payable $ 119,725 $ 130,340 Accrued interest expense 83,248 61,202 Accounts payable and accrued expenses 202,973 191,542 Accounts payable, related party 267,765 202,290 Accrued expenses, related party 373,550 50,150 Accounts payable and accrued expenses, related party 641,315 252,440 Total accounts payable and accrued expenses $ 844,288 $ 443,982 |
PAYROLL RELATED LIABILITIES (Ta
PAYROLL RELATED LIABILITIES (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF PAYROLL RELATED LIABILITIES | Payroll related liabilities consisted of the following at July 31, 2022 and 2021: SCHEDULE OF PAYROLL RELATED LIABILITIES July 31, 2022 July 31, 2021 Accrued officers’ payroll $ 1,440,364 $ 1,140,148 Payroll taxes payable 12,070 12,070 Total payroll related liabilities $ 1,452,434 $ 1,152,218 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
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, 2022 and 2021: SCHEDULE OF DEBT OBLIGATIONS July 31, 2022 July 31, 2021 5% Convertible promissory notes $ 325,000 $ 325,000 Note payable to Acorn Management Partners, LLC 50,000 50,000 Note payable to AJB Capital Investments, LLC 600,000 360,000 Total debt obligations 975,000 735,000 Less debt discount (194,395 ) (180,000 ) Less current portion (780,605 ) (555,000 ) Long-term debt $ - $ - |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
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 years ended July 31, 2022 and 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES July 31, 2022 July 31, 2021 Balance at beginning of period $ 108,232 $ - Derivative liability on issuance of notes 192,886 197,901 Change in fair value of derivative liability (224,667 ) (89,669 ) Balance at end of period $ 76,451 $ 108,232 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE FEATURE | During the years ended July 31, 2022 and 2021, the fair value of the derivative feature of the AJB Capital notes were calculated using the following range of assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE FEATURE July 31, 2022 July 31, 2021 Expected volatility 70.4 101.2 % 81.6 178.8 % Expected term (in years) 0.01 1.00 0.25 0.50 Risk-free interest rate 0.04 2.91 % 0.04 % Dividend yield None None |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES | SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES July 31, 2022 July 31, 2021 Federal income tax benefit computed at the statutory rate $ (238,994 ) $ (305,555 ) Increase (decrease) resulting from: State income taxes, net of federal benefit - 750 Stock-based compensation 115,950 147,085 Derivatives 31,443 12,155 Valuation allowance 91,095 144,992 Other 506 573 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, 2022 and 2021 are as follows: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSET July 31, 2022 July 31, 2021 Deferred tax assets: Net operating loss carryovers $ 773,851 $ 682,756 Valuation allowance (773,851 ) (682,756 ) Net deferred tax asset, as reported $ - $ - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS VALUATION ASSUMPTIONS | 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: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS VALUATION ASSUMPTIONS July 31, 2022 July 31, 2021 Expected volatility - 271.61 % Expected term (in years) - 3.25 Risk-free interest rate - 0.20 % Dividend yield - None |
SUMMARY OF OPTIONS AND WARRANTS ACTIVITY | The following table summarizes our options and warrant activity for the years ended July 31, 2022 and 2021: SUMMARY OF OPTIONS AND WARRANTS ACTIVITY July 31, 2022 July 31, 2021 Number of Weighted Number of Weighted Options and Average Options and Average Warrants Exercise Price Warrants Exercise Price Balance at beginning of year 7,350,000 $ 1.21 6,350,000 $ 1.34 Granted - - 1,000,000 0.40 Exercised - - - - Balance at end of period 7,350,000 $ 1.21 7,350,000 $ 1.21 Options and warrants exercisable 5,800,000 $ 1.45 3,908,334 $ 1.50 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following table summarizes our restricted stock activity for the years ended July 31, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK ACTIVITY July 31, 2022 July 31, 2021 Balance at beginning of period 200,000 300,000 Granted - - Released (100,000 ) (100,000 ) Forfeited - - Balance at end of period 100,000 200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cash FDIC insured amount | $ 250,000 | ||
Derivative liability | 76,451 | $ 108,232 | |
Advertising expense | $ 36,535 | $ 5,297 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 1,361,021 | $ 1,455,025 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 8,923 | $ 8,923 |
Less: accumulated depreciation | (8,923) | (8,691) |
Total property and equipment, net | $ 232 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 232 | $ 2,221 |
SCHEDULE OF INTANGIBLES ASSET (
SCHEDULE OF INTANGIBLES ASSET (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (17,333) | $ (6,350) |
Total intangibles, net | 688,353 | 440,897 |
Intangible Assets Under Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles, gross | 559,103 | 388,523 |
Capitalized Costs Of Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles, gross | 137,798 | 49,939 |
Capitalized Costs Of website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles, gross | $ 8,785 | $ 8,785 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) | Jul. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 7,256 |
2024 | 6,890 |
2025 | 6,890 |
2026 | 6,890 |
2027 | 6,890 |
Thereafter | 94,434 |
Total expected amortization expense | $ 129,250 |
INTANGIBLES, NET (Details Narra
INTANGIBLES, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 10,983 | $ 6,350 |
Intangible asset, weighted average useful life | 19 years | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life | 20 years |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 119,725 | $ 130,340 |
Accrued interest expense | 83,248 | 61,202 |
Accounts payable and accrued expenses | 202,973 | 191,542 |
Accounts payable, related party | 267,765 | 202,290 |
Accrued expenses, related party | 373,550 | 50,150 |
Accounts payable and accrued expenses, related party | 641,315 | 252,440 |
Total accounts payable and accrued expenses | $ 844,288 | $ 443,982 |
SCHEDULE OF PAYROLL RELATED LIA
SCHEDULE OF PAYROLL RELATED LIABILITIES (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued officers’ payroll | $ 1,440,364 | $ 1,140,148 |
Payroll taxes payable | 12,070 | 12,070 |
Total payroll related liabilities | $ 1,452,434 | $ 1,152,218 |
SCHEDULE OF DEBT OBLIGATIONS (D
SCHEDULE OF DEBT OBLIGATIONS (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total debt obligations | $ 975,000 | $ 735,000 |
Less debt discount | (194,395) | (180,000) |
Less current portion | (780,605) | (555,000) |
Long-term debt | ||
5% Convertible Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total debt obligations | 325,000 | 325,000 |
Note Payable To Acorn Management Partners LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total debt obligations | 50,000 | 50,000 |
Note Payable To AJB Capital Investments LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total debt obligations | $ 600,000 | $ 360,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 09, 2022 | Feb. 02, 2021 | Dec. 14, 2020 | Aug. 11, 2020 | Apr. 30, 2020 | Mar. 27, 2020 | Mar. 31, 2018 | Jul. 31, 2022 | Jul. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Accrued interest | $ 83,248 | $ 61,202 | |||||||
Debt instrument, unamortized discount | 194,395 | 180,000 | |||||||
Amortization of debt discount | 374,395 | 180,000 | |||||||
Acorn Management Partners LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate, percentage | 6% | ||||||||
Accrued interest | 5,919 | 2,919 | |||||||
Stock repurchased during period, shares | 1,000,000 | ||||||||
Stock repurchased during period, value | $ 50,000 | ||||||||
Debt instrument, term | 1 year | ||||||||
5% Convertible Promissory Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from convertible debt | $ 750,000 | ||||||||
Debt interest rate, percentage | 5% | ||||||||
Maturity date description | matured one-year from the date of issuance | ||||||||
Conversion, 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 | ||||||||
Debt instrument, description | 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 | ||||||||
Debt instrument, face amount | 325,000 | 275,000 | |||||||
Accrued interest expense | 77,329 | $ 42,531 | |||||||
Issuance of shares upon conversion of debt and related accrued interest, shares | 635,062 | ||||||||
Note Payable To Acorn Management Partners LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Accrued interest | 83,248 | $ 61,202 | |||||||
AJB Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from convertible debt | $ 534,000 | $ 320,400 | |||||||
Debt interest rate, percentage | 10% | 10% | |||||||
Maturity date description | the maturity date of the note was extended for six (6) months | ||||||||
Debt instrument, description | In the event of default, the AJB Note 2 may be converted into shares of the Company’s common stock at a conversion price equal to the lesser of 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 $192,886 related to the conversion feature of the AJB Note 2 | ||||||||
Debt instrument, face amount | $ 600,000 | $ 360,000 | |||||||
Maturity date | Feb. 09, 2023 | Aug. 02, 2021 | |||||||
Increase in interest rate | 12% | ||||||||
Debt instrument, unamortized discount | $ 192,886 | $ 59,300 | 194,395 | 180,000 | |||||
Debt discount and issuance cost | $ 96,000 | ||||||||
Common stock purchase warrants | 1,500,000 | ||||||||
Number of common stock issued for option to purchase | 1,500,000 | ||||||||
Shares issued, price per share | $ 0.10 | ||||||||
Class of warrant exercised | 1,000,000 | ||||||||
Vested in period, fair value | $ 99,905 | ||||||||
Amortization of debt discount | $ 374,395 | 180,000 | |||||||
Paycheck Protection Program Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
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 instalments over the remaining 18-months of the loan term | ||||||||
Debt forgiveness | $ 264 | $ 41,931 | |||||||
Paycheck Protection Program Loan [Member] | Mountain Commerce Bank [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from loan | $ 41,667 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance at beginning of period | $ 108,232 | |
Derivative liability on issuance of notes | 192,886 | 197,901 |
Change in fair value of derivative liability | (224,667) | (89,669) |
Balance at end of period | $ 76,451 | $ 108,232 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE FEATURE (Details) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Dividend yield | 70.4 | 81.6 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Dividend yield | 101.2 | 178.8 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative Liability Expected Life | 3 days | 3 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative Liability Expected Life | 1 year | 6 months |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Dividend yield | 0.04 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Dividend yield | 0.04 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Dividend yield | 2.91 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Dividend yield | 0 | 0 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 09, 2022 | Feb. 02, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability | $ 76,451 | $ 108,232 | |||
Income on change in fair value of derivative liability | $ 224,667 | 89,669 | |||
AJB Note [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability | $ 97,201 | ||||
Securities Purchase Agreement [Member] | AJB Note [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument, face amount | $ 600,000 | $ 360,000 | |||
Proceeds from convertible debt | $ 534,000 | $ 320,400 |
SCHEDULE OF RECONCILIATION OF P
SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit computed at the statutory rate | $ (238,994) | $ (305,555) |
State income taxes, net of federal benefit | 750 | |
Stock-based compensation | 115,950 | 147,085 |
Derivatives | 31,443 | 12,155 |
Valuation allowance | 91,095 | 144,992 |
Other | 506 | 573 |
Income tax benefit, as reported |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSET (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 773,851 | $ 682,756 |
Valuation allowance | (773,851) | (682,756) |
Net deferred tax asset, as reported |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
Federal and state net operating loss carryovers | $ 3,590,000 | |
Tax expiration date, description | expiring in fiscal 2037 | |
Accrued for penalties or interest | $ 0 | $ 0 |
Unrecognized tax benefits | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable related parties current | $ 267,765 | $ 202,290 |
Contract CEO Agreement [Member] | Platinum Equity Advisors, LLC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable related parties current | $ 373,550 | $ 50,150 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 16, 2022 | Dec. 23, 2021 | Sep. 14, 2021 | Aug. 10, 2021 | Apr. 30, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common shares outstanding | 42,304,673 | 40,118,007 | |||||
Stock issued during the period, value | $ 255,000 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 2,000,000 | 2,000,000 | |||||
Stock issued during the period, value | $ 200,000 | ||||||
Shares issued price per share | $ 0.10 | $ 0.10 | |||||
Mutually agreed settlement, value | $ 125,000 | $ 125,000 | |||||
Settlement And Amendment Agreement [Member] | AJB Capital Investments LLC [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 666,666 | ||||||
Stock issued during the period, value | $ 200,000 | ||||||
Consulting Agreement [Member] | Ludlow Business Service [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 170,000 | ||||||
Shares issued price per share | $ 0.15 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 2,186,666 | 2,550,000 | |||||
Shares issued during the period for services | 170,000 | ||||||
Stock issued during the period for cash | 4,643,396 | ||||||
Stock issued for conversion of debt | 635,062 | ||||||
Purchase and cancellation of shares | 1,000,000 | ||||||
Stock issued during the period, value | $ 2,550 | ||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 1,250,000 | 1,250,000 | |||||
Common Stock [Member] | Debt Settlement And Amendment Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 666,666 | ||||||
Common Stock [Member] | Vesting Of Employee Stock Grant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 100,000 | 100,000 | 100,000 | ||||
Conversion price | $ 0.35 | ||||||
Common Stock [Member] | Debt Arrangement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 1,333,334 | ||||||
Common Stock [Member] | Settlement Of Accounts Payable [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during the period, shares | 25,000 |
COMMON STOCK SUBSCRIBED (Detail
COMMON STOCK SUBSCRIBED (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock subscription receivable | $ 100,000 | ||
Securities Purchase Agreement [Member] | Investor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during the period, shares | 2,000,000 | 2,000,000 | |
Shares issued price per share | $ 0.10 | $ 0.10 | |
Mutually agreed settlement, value | $ 125,000 | $ 125,000 |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Expected volatility | 271.61% | |
Expected term (in years) | 3 years 3 months | |
Risk-free interest rate | 0.20% | |
Dividend yield | 0% |
SUMMARY OF OPTIONS AND WARRANTS
SUMMARY OF OPTIONS AND WARRANTS ACTIVITY (Details) - Stock Options And Warrants [Member] - $ / shares | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options and warrants, beginning balance | 7,350,000 | 6,350,000 |
Weighted average exercise price, beginning balance | $ 1.21 | $ 1.34 |
Number of shares, options and warrants granted | 1,000,000 | |
Weighted average exercise price, options and warrants granted | $ 0.40 | |
Number of shares, options and warrants exercised | ||
Weighted average exercise price, options and warrants exercised | ||
Number of options and warrants, ending balance | 7,350,000 | 7,350,000 |
Weighted average exercise price, ending balance | $ 1.21 | $ 1.21 |
Number of shares, options and warrants exercisable, ending balance | 5,800,000 | 3,908,334 |
Weighted average exercise price, exercisable, ending balance | $ 1.45 | $ 1.50 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - shares | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Balance at beginning of period | 200,000 | 300,000 |
Granted | ||
Released | (100,000) | (100,000) |
Forfeited | ||
Balance at end of period | 100,000 | 200,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 473,511 | $ 621,776 |
Restricted stock grants, shares | ||
Stock Options And Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 473,511 | $ 621,776 |
Net of capitalized expense | $ 78,632 | 78,631 |
Share based compensation arrangement by share based payment award options vested in period fair value | $ 241,433 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock grants, shares | 6,563 | 62,708 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | May 02, 2021 | Sep. 02, 2020 | Jun. 15, 2020 | Oct. 08, 2019 |
Scott M Boruff [Member] | Contract CEO Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
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 | |||
Annual base salary | $ 323,400 | |||
Dr Reyes [Member] | Employment Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
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 | |||
Annual base salary | $ 52,000 | |||
Kenneth M Greenwood [Member] | Employment Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
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 | |||
Annual base salary | $ 257,000 | |||
Charles B LobettiIII [Member] | Employment Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
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 | |||
Annual base salary | $ 104,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 12 Months Ended | ||
Sep. 08, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | |
Subsequent Event [Line Items] | |||
Number of restricted stock granted | |||
Restricted Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of restricted stock granted | 6,563 | 62,708 | |
Subsequent Event [Member] | Consulting Agreement [Member] | G. Shayne Bench [Member] | Restricted Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of restricted stock granted | 846,093 |