Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Oct. 31, 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 | 000-24520 | ||
Entity Registrant Name | DESCRYPTO HOLDINGS, INC. | ||
Entity Central Index Key | 0000924396 | ||
Entity Tax Identification Number | 04-3021770 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 625 N. Flagler Drive | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | West Palm Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33401 | ||
City Area Code | 305 | ||
Local Phone Number | 351-9195 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 28,526,051 | ||
Entity Common Stock, Shares Outstanding | 38,637,506 | ||
Documents Incorporated By Reference | None | ||
Auditor Firm ID | 6849 | ||
Auditor Name | Hudgens CPA, PLLC | ||
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Current Assets | ||
Cash | $ 607,135 | $ 53,178 |
Total Current Assets | 607,135 | 53,178 |
Website - net | 6,069 | 9,445 |
Other Assets | ||
Operating lease - right-of-use asset - related party | 3,630 | |
Investment | 15,000 | 15,000 |
Intangible asset - net | 2,244,773 | |
Goodwill | 2,943,874 | |
Total Other Assets | 5,207,277 | 15,000 |
Total Assets | 5,820,481 | 77,623 |
Current Liabilities | ||
Accounts payable and accrued expenses | 95,165 | 17,428 |
Accounts payable and accrued expenses - related party | 54,525 | |
Operating lease liability - related party | 5,710 | |
Notes payable - related parties | 162,167 | |
Total Current Liabilities | 100,875 | 234,120 |
Operating lease liability - related party | 497 | |
Total Liabilities | 101,372 | 234,120 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | 4 | |
Common stock - $0.0001 par value, 10,000,000,000 shares authorized 38,382,506 and 259,376,620 shares issued and outstanding, respectively | 3,839 | 25,937 |
Additional paid-in capital | 8,423,421 | (30,993) |
Accumulated deficit | (2,708,155) | (151,441) |
Total Stockholders’ Equity (Deficit) | 5,719,109 | (156,497) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 5,820,481 | $ 77,623 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2022 | Jul. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 38,382,506 | 259,376,620 |
Common stock, shares outstanding | 38,382,506 | 259,376,620 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 35,520 | 0 |
Preferred stock, shares outstanding | 35,520 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 208 | |
Operating expenses | ||
Research and development | 46,667 | |
General and administrative expenses | 16,045 | 2,447,758 |
Total operating expenses | 16,045 | 2,494,425 |
Loss from operations | (16,045) | (2,494,217) |
Other income (expense) | ||
Interest income - related parties | 884 | |
Impairment expense | (2,835) | |
Loss on debt extinguishment - related parties | (52,094) | |
Interest expense - related party | (9,223) | (10,403) |
Total other income (expense) - net | (11,174) | (62,497) |
Net loss | $ (27,219) | $ (2,556,714) |
Loss per share - basic and diluted | $ 0 | $ (0.02) |
Weighted average number of shares outstanding - basic and diluted | 233,719,313 | 141,389,889 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 23,347 | $ (12,097) | $ (110,852) | $ (99,602) | |
Beginning balance, shares at Dec. 31, 2019 | 233,474,958 | ||||
Net loss | (13,370) | (13,370) | |||
Ending balance, value at Dec. 31, 2020 | $ 23,347 | (12,097) | (124,222) | (112,972) | |
Ending balance, shares at Dec. 31, 2020 | 233,474,958 | ||||
Net loss | (27,219) | (27,219) | |||
Shares issued in connection with reverse merger | $ 2,590 | (18,896) | (16,306) | ||
Shares issued in connection with reverse merger, shares | 25,901,662 | ||||
Ending balance, value at Jul. 31, 2021 | $ 25,937 | (30,993) | (151,441) | (156,497) | |
Ending balance, shares at Jul. 31, 2021 | 259,376,620 | ||||
Recognition of stock based compensation | 3,605,772 | 3,606,040 | |||
Share redemptions | $ (14) | $ (24,079) | 23,155 | (938) | |
Share redemptions, shares | (142,080) | (240,814,962) | |||
Stock issued in conversion of notes payable and accrued interest - related parties | $ 14 | 106,260 | 106,274 | ||
Stock issued in conversion of notes payable and accrued interest - related parties, shares | 135,450 | ||||
Stock issued for cash | $ 18,296 | 809,800 | $ 828,096 | ||
Stock issued for cash, shares | 182,978,736 | 182,978,736 | |||
Forgiveness of notes payable and accrued interest - related parties | 155,743 | $ 155,743 | |||
Stock issued for services and true up of previously recognized compensation | $ 181 | (1,404,809) | (1,404,896) | ||
Stock issued for services and true up of previously recognized compensation, shares | 1,807,042 | ||||
Series A preferred stock issued for common stock - related parties | $ 18 | $ (17,760) | 17,742 | ||
Series A preferred stock issued for common stock - related parties, shares | 177,600 | (177,600,382) | |||
Acquisition of Open Locker, Inc. | $ 1,250 | 5,140,751 | 5,142,001 | ||
Acquisition of Open Locker, Inc., shares | 12,500,002 | ||||
Net loss | (2,556,714) | (2,556,714) | |||
Ending balance, value at Jul. 31, 2022 | $ 4 | $ 3,839 | $ 8,423,421 | $ (2,708,155) | $ 5,719,109 |
Ending balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 7 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (27,219) | $ (2,556,714) | $ (13,370) |
Adjustments to reconcile net loss to net cash used in operations | |||
Amortization - intangible asset (intellectual property) | 54,751 | ||
Amortization - website | 111 | 3,376 | |
Amortization of operating lease right-of-use asset - related party | 559 | ||
Impairment | 2,835 | ||
Recognition of stock based compensation | 3,606,040 | ||
Stock issued for services | (1,404,896) | ||
Loss on debt extinguishment - related parties | 52,094 | ||
Changes in operating assets and liabilities | |||
Notes receivable - related parties | |||
Interest receivable - related parties | (884) | ||
Accounts payable and accrued expenses | (34,060) | ||
Accounts payable and accrued expenses - related parties | 9,223 | (6,769) | |
Operating lease liability - related party | (908) | ||
Net cash used in operating activities | (15,934) | (286,527) | |
Investing activities | |||
Cash acquired in acquisition of Open Locker, Inc. | 13,326 | ||
Issuance of note receivable - related party - net of repayments | 28,164 | ||
Purchase of property and equipment | (9,500) | ||
Net cash provided by investing activities | 18,664 | 13,326 | |
Financing activities | |||
Stock issued for cash | 828,096 | ||
Cash paid for share common stock and preferred stock redemptions | (938) | ||
Proceeds from issuance of notes payable | 50,000 | ||
Net cash provided by financing activities | 50,000 | 827,158 | |
Net increase in cash | 52,730 | 553,957 | |
Cash - beginning of year | 448 | 53,178 | |
Cash - end of year | 53,178 | 607,135 | $ 448 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | |||
Cash paid for income tax | |||
Supplemental disclosure of non-cash investing and financing activities | |||
Conversion of Series A, preferred stock into common stock | 17,760 | ||
Acquisition of Open Locker, Inc. | 5,142,001 | ||
Forgiveness of notes payable and accrued interest - related parties | 155,743 | ||
Stock issued in conversion of notes payable and accrued interest - related parties | 54,180 | ||
Reverse merger | $ 16,306 |
Organization, Nature of Operati
Organization, Nature of Operations and Going Concern | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations and Going Concern | Note 1 – Organization, Nature of Operations and Going Concern Organization and Nature of Operations Descrypto Holdings, Inc. and Subsidiary (collectively, “we,” “us,” “our” or the “Company”) is a holding company that plans to identify and acquire uniquely positioned blockchain technology companies and digital assets with a focus on assets that promote environmental, social and governance (“ESG”) policies. We are focused on digital financial services, NFTs and tokenization of assets which combined provide for a robust ecosystem providing our shareholders an opportunity to invest in an emerging industry with exponential growth opportunity. We aim to partner with best in-class teams and develop collaborative relationships to help execute their vision, drive sustainable growth, and ultimately create long-term value. The parent (Descrypto Holdings, Inc.) and subsidiary are organized as follows: Schedule of Subsidary Company Name Incorporation Date State of Incorporation Descrypto Holdings, Inc. 1996 Delaware Descrypto, Inc. * 2017 Delaware Descrypto Studio, LLC 2022 Wyoming Open Locker, Inc. ** 2021 Delaware * Entity was acquired in a reverse merger on July 29, 2021. ** See Note 6 regarding the acquisition of Open Locker, Inc. on May 31, 2022. Reverse Merger On July 29, 2021, the Company entered into a share exchange agreement with KryptoBank Co. (“KryptoBank”) and its stockholders, pursuant to which the Company issued common stock representing 90 233,474,958 100 16,306 In November 2021, KryptoBank’s name was changed to Descrypto, Inc. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Going Concern and Management’s Plans These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended July 31, 2022, the Company had: ● Net loss of $ 2,556,714 ● Net cash used in operations of $ 286,527 Additionally, at July 31, 2022, the Company had: ● Accumulated deficit of $ 2,708,155 ● Stockholders’ equity of $ 5,719,109 ● Working capital of $ 506,260 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 607,135 The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended July 31, 2023, and our current capital structure including equity-based instruments and our obligations and debts. The Company has satisfied its obligations from the issuance of common stock; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these consolidated financial statements are issued. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Pursuing additional capital raising opportunities, ● Continuing to explore and execute prospective partnering or distribution opportunities; ● Identifying strategic acquisitions; and ● Identifying unique market opportunities that represent potential positive short-term cash flow. During the year ended July 31, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. To date, the Company has not experienced any significant economic impact due to COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The Company’s prior period reflects seven months of activity. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-KT (transition period from January 1, 2021 to July 31, 2021) for the period ended July 31, 2021 filed with the SEC on November 15, 2021. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification, ASC 805, Business Combinations Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single operating segment. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The three tiers are defined as follows: ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, and accounts payable and accrued expenses, are carried at historical cost. At July 31, 2022 and 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At July 31, 2022 and 2021, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 Investment The Company owns 150,000 15,000 0.10 Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. During the year ended July 31, 2022 and the period ended July 31, 2021, the Company determined there were no impairments of goodwill. Intangible Assets and Impairment Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment losses for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment losses for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. Operating Lease From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right- of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 9. Revenue Recognition OpenLocker generates revenue from two main sources, primary sales of NFTs on its online store and commissions collected from sales on the secondary marketplace. Revenue is recognized in accordance with FASB Topic ASC No. 606, “Revenue from Contracts with Customers”. The Company recognizes revenue when its performance obligations are complete, which occurs at a point in time related to the transfer of an NFT to its customer. Currently, all sales contain a single performance obligation. All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of an NFT and where no further performance obligations are required: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale, ● PayPal payments are received same day; and ● Cryptocurrency payments are deposited immediately into OpenLocker’s Coin Payments account. The Company also recognizes revenues generated from the 5% commission fee collected on secondary marketplace sales transacted on the OpenLocker Trading Portal site, operated by Mint Blockchain Solutions, which is deposited into a blocto wallet. The platform uses FUSD (1:1 USD-backed stablecoin) as the fungible token on the Flow network. Conversion from FUSD to USD and transfers to company bank account will be made on a monthly basis. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. The majority of those collectibles have not yet been shipped due to a delay in receiving the goods from our vendor. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). Software Development Costs Internal-use software development costs are accounted for in accordance with ASC 350- 40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three to five years). Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations. For the year ended July 31, 2022 and the period ended July 31, 2021, the Company expensed $ 46,667 0 Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of July 31, 2022 and 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 16,722 823 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The Company effected a reverse merger and recapitalization on July 29, 2021, as a result, all share and per share amounts have been retroactively restated to the earliest period presented (for the period ended July 31, 2021). For the year ended July 31, 2022 and the period ended July 31, 2021, the Company had potentially dilutive equity securities of 35,520,000 0 1,000 1 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 – Property and Equipment Property and Equipment consisted of the following: Schedule of Property, Plant and Equipment July 31, 2022 July 31, 2021 Lives (Years) Estimated Useful July 31, 2022 July 31, 2021 Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 4,767 1,391 Website - net $ 6,069 $ 9,445 During the seven months ended July 31, 2021, the company incurred costs of $ 9,500 Amortization expense for the year ended July 31, 2022 and the period ended July 31, 2021, was $ 3,376 111 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Notes Payable _ Related Parties
Notes Payable – Related Parties and Debt Forgiveness | 12 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable – Related Parties and Debt Forgiveness | Note 4 – Notes Payable – Related Parties and Debt Forgiveness The following represents a summary of the Company’s notes payable – related parties, key terms, and outstanding balances at July 31, 2022 and 2021 respectively: Schedule of Notes Payable Related Parties Note Payable Note Payable Note Payable Terms Related Parties Related Party Related Party Issuance date of notes Prior to 2018 June 29, 2021 July 9, 2021 Maturity date Due on demand June 28, 2022 A June 28, 2022 A Interest rate 12 12 12 Collateral Unsecured Unsecured Unsecured Total Principal $ 112,167 $ 25,000 $ 25,000 $ 162,167 Balance - July 31, 2020 $ 112,167 $ - $ - $ 112,167 Proceeds from issuance of notes - 25,000 25,000 50,000 Balance - July 31, 2021 112,167 25,000 25,000 162,167 Balance Beginning 112,167 25,000 25,000 162,167 Forgiveness of note payable (112,167 ) B - - (112,167 ) Stock issued in conversion of note payable (25,000 ) C (25,000 ) C (50,000 ) Balance - July 31, 2022 $ - $ - $ - $ - Balance Ending - - - - A 200,000 B 155,743 C 135,450 106,274 54,180 52,094 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 5 – Stockholders’ Equity (Deficit) The Company had two (2) classes of stock: Class A Common Stock - 10,000,000,000 - Par value - $ 0.0001 - Voting at 1 vote per share Series A Preferred Stock - 200,000 - Par value - $ 0.0001 - Conversion ratio – 1 1,000 - Voting on an if converted basis of 1,000 votes per share - Eligible for dividends/distributions if declared by the Board of Directors - Liquidation preference - none Equity Transactions for the Year Ended July 31, 2022 Preferred Stock Share Redemptions The Company agreed to repurchase common stock from certain shareholders. The Company redeemed 142,080 0.0001 3 Common Stock Share Redemptions The Company agreed to repurchase common stock from certain shareholders. The Company redeemed 240,814,962 0.00001 0.000001 935 Stock Issued in Conversion of Notes Payable and Accrued Interest – Related Parties The Company issued 135,450 106,274 0.70 0.87 54,180 52,094 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Stock Issued for Cash The Company issued 182,978,736 828,096 0.0001 0.40 Forgiveness of Notes Payable and Accrued Interest – Related Parties Certain debt holders forgave notes payable and related accrued interest totaling $ 155,743 112,167 43,576 Share Exchange Agreement – Related Parties In January 2022, the Company issued 88,800 88,800,191 8,880 0.0001 In January 2022, the Company issued 88,800 88,800,191 8,880 0.0001 Stock Issued for Services Period Ended July 31, 2021 On July 30, 2021, the Company entered into an employment agreement with an officer of the Company to grant 1 2,593,766 1,385,625 On July 30, 2021, the Company entered into an employment agreement with an officer of the Company to grant 0.5 1,296,883 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Year Ended July 31, 2022 During the three months ended April 30, 2022, the Company issued 1,645,042 1,525,637 In order to reflect the proper compensation related to these arrangements, the Company adjusted general and administrative expense by $ 1,545,936 |
Acquisition and Pro Forma Finan
Acquisition and Pro Forma Financial Information for Open Locker, Inc. | 12 Months Ended |
Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Pro Forma Financial Information for Open Locker, Inc. | Note 6 – Acquisition and Pro Forma Financial Information for Open Locker, Inc. OpenLocker, Inc. (“OL”) On May 31, 2022, the Company entered into a share exchange agreement with OL and issued 12,500,002 5,142,001 0.41 100 The cash price paid by third parties was the best evidence of fair value given the Company is thinly traded on OTC markets and had more sales of stock sold for cash than stock traded on the open market at the time of the transaction. We made an initial allocation of the purchase price at the date of acquisition based on our understanding of the fair value of assets acquired and liabilities assumed. The allocation of the purchase price consideration is considered preliminary as of July 31, 2022, with the excess purchase price allocated to an intangible asset, which consisted of intellectual property and goodwill and is subject to change. We expect to finalize the allocation of purchase price as soon as possible, but no later than one year from the acquisition date. The acquisition of OL was reflected in the accompanying consolidated financial statements at July 31, 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 In addition, the Company agreed to the following pursuant to the terms of the Share Exchange Agreement: 1. Following the Closing, the Company will reserve 750,000 2. At the Closing, the Company will contribute $ 300,000 3. Following the Closing and prior to September 1, 2022, the Company will fund at least an additional $ 250,000 4. At the Closing, Mr. Klatsky will be named as a member of the Board; and 5. At the Closing, American Capital Ventures, Inc. (“ACV”), Leone Capital Group LLC (“Leone”) and Mr. Klatsky will enter into a voting agreement pursuant to which, subject to the terms and conditions therein, Leone and ACV will agree to vote for Mr. Klatsky as a director of the Company Both ACV and Leone are significant stockholders of the Company. Howard Gostfrand, the Company’s Chief Executive Officer, Principal Financial Officer and a member of the Board, is the sole owner of ACV. Laura Anthony, the Company’s President and a member of the Board, is the sole owner of Leone. It is expected that the business of OpenLocker will become one of the core businesses of the Company following the Closing. OpenLocker is a leading innovator in utilizing blockchain technology to provide digital ownership of NFTs for college athletes and thoroughbred racing stars. The Share Exchange Agreement includes customary representations, warranties, and covenants by the respective parties and closing conditions, including that all SAFEs shall have been converted or exercised. Consummation of the transactions contemplated under the Share Exchange Agreement is not subject to a financing condition. See Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2022 for a complete discussion of the transaction. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Schedule of Assets and Liabilities Effective on Acquisition Consideration Common stock ( 12,500,002 0.41 (1) $ 5,142,001 Fair value of consideration transferred 5,142,001 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 13,328 Total assets acquired 13,328 Accounts payable and accrued expenses 114,725 Total liabilities assumed 114,725 Total identifiable net liabilities (101,397 ) Amount to allocate to intangible asset and goodwill 5,243,398 Less: allocation for identifiable intangible asset (intellectual property) 2,299,524 Less: allocation for goodwill 2,943,874 $ - (1) Fair value of common stock issued was determined based upon recent cash offerings with third parties. In connection with the purchase of OL, there were no additional transaction costs incurred. The goodwill of $ 2,943,874 Goodwill is not deductible for tax purposes. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Supplemental Pro Forma Information (Unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if the transaction had occurred on August 1, 2021 and 2020, respectively. However, OL was incorporated in August 2021, therefore there were no pro forma operations for OL for the period ended July 31, 2021. For purposes of presenting the pro forma information for the period ended July 31, 2021, the data consists solely of the Company, while giving effect to the issuance of the 12,500,002 This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: Schedule of Supplemental Proforma Information Nine Months Ended Period Ended April 30, 2022 July 31, 2021 Revenues $ 23,162 $ - Net loss $ (1,929,883 ) $ (121,231 ) Loss per share - basic $ (0.01 ) $ (0.00 ) Loss per share - diluted $ (0.01 ) $ (0.00 ) Weighted average number of shares - basic 153,889,891 271,876,622 Weighted average number of shares - diluted 153,889,891 271,876,622 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Intangible Asset
Intangible Asset | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | Note 7 – Intangible Asset In connection with the acquisition of OL, the Company recognized an intangible asset related to intellectual property. The Company believes the intellectual property is critical to the success of the business going forward and believes that the fair value ascribed is fully recoverable. The Company’s intangible asset is as follows: Schedule of Intangible Assets Estimated Useful July 31, 2022 July 31, 2021 Life (Years) Gross carrying amount $ 2,299,524 $ - 7 Accumulated amortization 54,751 - Net carrying amount $ 2,244,773 $ - Amortization expense for the years ended July 31, 2022 and 2021 was $ 54,751 0 Estimated amortization expense for each of the five (5) succeeding years and thereafter is as follows: Schedule of Intangible Asset, Estimated Amortization Expense For the Year Ended July 31, 2023 $ 328,503 2024 328,503 2025 328,503 2026 328,503 2027 328,503 Thereafter 602,256 Total $ 2,244,773 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Stock Options
Stock Options | 12 Months Ended |
Jul. 31, 2022 | |
Stock Options | |
Stock Options | Note 8 – Stock Options Stock option transactions under the Company’s Plan for the year ended July 31, 2022 and the period ended July 31, 2021 are summarized as follows: Schedule of Stock Option Stock Options Number of Weighted Weighted Aggregate Weighted Outstanding - July 31, 2021 - $ - - $ - $ - Exercisable - July 31, 2021 - $ - - $ - $ - Granted 864,489 $ 0.14 - - $ 0.14 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Exercisable - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - During the year ended July 31, 2022, the Company granted 864,489 10 0.12 0.40 Using the Black-Scholes option pricing model, the Company determined that the fair value of these options granted was $ 534,466 For the year ended July 31, 2022, fair value was based upon the following management estimates: Schedule of Stock Option Fair Value Year Ended July 31, 2022 Expected term (years) 5 Expected volatility 275 276 % Expected dividends 0 % Risk free interest rate 2.85 2.98 % Compensation expense recorded for stock-based compensation is as follows for the year ended July 31, 2022 and the period ended July 31, 2021, $ 534,466 0 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Right-of-Use Operating Lease – Related Party In connection with the acquisition of OL on May 31, 2022, the Company acquired an existing Right-of-Use operating lease for office space. The lease is for an initial term of two ( 2 500 During the period September 1, 2021 through May 31, 2022 no rent was due. The Company is required to pay a total of $ 7,500 The Company is leasing the office space from a family member of OL’s Chief Executive Officer. At July 31, 2022, the Company has no financing leases as defined in ASC 842, “Leases.” DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The tables below present information regarding the Company’s operating lease assets and liabilities at July 31, 2022: Schedule of Operating Lease Assets and Liabilities July 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 3,630 Liabilities Operating lease liability $ 6,207 Weighted-average remaining lease term (years) 1.08 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 559 Lease liability expense in connection with obligation repayment 92 Total operating lease costs $ 650 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 908 Right-of-use asset obtained in exchange for new operating lease liability $ 4,189 Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at July 31, 2022: Schedule of Minimum Lease Payments 2023 $ 6,000 2024 500 Total undiscounted cash flows 6,500 Less: amount representing interest (293 ) Present value of operating lease liability 6,207 Less: current portion of operating lease liability (5,710 ) Long-term operating lease liability $ 497 DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Student Athlete Licensing Agreements The Company has entered into several agreements with student athletes related to the sale of NFT’s and related collectibles. There may be initial sales as well as resales of these products. The Company and the student athlete have agreed to split the revenue from the initial sale. Additionally, the Company will pay the student athlete a commission for any resales. At July 31, 2022 and 2021, the Company owed student athletes $ 575 0 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes The Company’s tax expense differs from the “expected” tax expense for the period (computed by applying the blended corporate rate and state tax rates of 28.87 Schedule of Income Taxes July 31, 2022 July 31, 2021 Federal income tax benefit - 19.17 20.09 $ (513,000 ) $ (5,000 ) State income tax - 4.458 4.35 (114,000 ) (2,000 ) Tax effect of timing differences for income tax purposes 554,000 - Non-deductible items 13,000 - Subtotal (60,000 ) (7,000 ) Change in valuation allowance 60,000 7,000 Income tax benefit $ - $ - The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at July 31, 2022 and 2021, respectively, are approximately as follows: Schedule of Deferred Tax Assets and Liabilities July 31, 2022 July 31, 2021 Deferred Tax Assets Amortization of intangible asset $ 13,000 $ - Amortization of website 1,000 - Share based payments 540,000 - Change in fair value of derivative liabilities - - Net operating loss carryforwards (98,000 ) (38,000 ) Total deferred tax assets 456,000 38,000 Less: valuation allowance (456,000 ) (38,000 ) Net deferred tax asset recorded $ - $ - DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. During the year ended July 31, 2022, the valuation allowance increased by approximately $ 53,000 At July 31, 2022, the Company has federal and state net operating loss carryforwards, which are available to offset future taxable income, of approximately $ 395,000 98,000 The Company is in the process of analyzing their NOL and has not determined if the Company has had any change of control issues that could limit the future use of these NOL’s. NOL carryforwards that were generated after 2017 may only be used to offset 80% of taxable income and are carried forward indefinitely. NOL’s generated prior to December 31, 2017 expire through 2037 These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three- year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, are not expected to impact the Company’s effective tax rate. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The Company files corporate income tax returns in the United States and State of Florida jurisdictions. Due to the Company’s net operating loss posture, all tax years are open and subject to income tax examination by tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At July 31, 2022 and 2021, respectively, there are no unrecognized tax benefits, and there were no significant accruals for interest related to unrecognized tax benefits or tax penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events In September 2022, the Company granted 1,478,050 10 0.40 Using the Black-Scholes option pricing model, the Company determined that the fair value of these options granted was $ 427,612 Fair value was based upon the following management estimates: Schedule of Fair Value of Stock Option Year Ended July 31, 2023 Expected term (years) 5 Expected volatility 274 % Expected dividends 0 % Risk free interest rate 2.98 % On October 5, 2022, the Company entered into certain Subscription Agreements (each, a “Series A Subscription Agreement” and collectively, the “Series A Subscription Agreements”), dated as of October 5, 2022 by and between the Company and each of the following purchasers: Brian Klatsky, American Capital Ventures Inc. (“ACV”), and Leone Group LLC (“Leone”) (collectively, the “Series A Purchasers”). Pursuant to the terms of the Series A Subscription Agreements, the Company agreed to issue shares of the Company’s Series A Preferred Stock, par value $ 0.0001 Mr. Klatsky is a member of the Company’s Board of Directors, a significant stockholder of the Company and President of OpenLocker, Inc., a wholly owned operating subsidiary of the Company. Howard Gostfrand, Chief Executive Officer, Principal Financial Officer and director of the Company, is President and founder of ACV. Laura Anthony, President and Chairperson of the Company’s Board of Directors, is managing member of Leone. Pursuant to the Series A Subscription Agreements, the Company issued an aggregate of 9,000 3,000 0.66666666 2,000 3,000 0.66666666 2,000 3,000 0.66666666 2,000 44,520 |
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 Company’s prior period reflects seven months of activity. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-KT (transition period from January 1, 2021 to July 31, 2021) for the period ended July 31, 2021 filed with the SEC on November 15, 2021. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification, ASC 805, Business Combinations |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single operating segment. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The three tiers are defined as follows: ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, and accounts payable and accrued expenses, are carried at historical cost. At July 31, 2022 and 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At July 31, 2022 and 2021, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 |
Investment | Investment The Company owns 150,000 15,000 0.10 |
Goodwill and Impairment | Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. During the year ended July 31, 2022 and the period ended July 31, 2021, the Company determined there were no impairments of goodwill. |
Intangible Assets and Impairment | Intangible Assets and Impairment Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment losses for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment losses for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. |
Operating Lease | Operating Lease From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right- of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 9. |
Revenue Recognition | Revenue Recognition OpenLocker generates revenue from two main sources, primary sales of NFTs on its online store and commissions collected from sales on the secondary marketplace. Revenue is recognized in accordance with FASB Topic ASC No. 606, “Revenue from Contracts with Customers”. The Company recognizes revenue when its performance obligations are complete, which occurs at a point in time related to the transfer of an NFT to its customer. Currently, all sales contain a single performance obligation. All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of an NFT and where no further performance obligations are required: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale, ● PayPal payments are received same day; and ● Cryptocurrency payments are deposited immediately into OpenLocker’s Coin Payments account. The Company also recognizes revenues generated from the 5% commission fee collected on secondary marketplace sales transacted on the OpenLocker Trading Portal site, operated by Mint Blockchain Solutions, which is deposited into a blocto wallet. The platform uses FUSD (1:1 USD-backed stablecoin) as the fungible token on the Flow network. Conversion from FUSD to USD and transfers to company bank account will be made on a monthly basis. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. The majority of those collectibles have not yet been shipped due to a delay in receiving the goods from our vendor. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). |
Software Development Costs | Software Development Costs Internal-use software development costs are accounted for in accordance with ASC 350- 40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three to five years). Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations. For the year ended July 31, 2022 and the period ended July 31, 2021, the Company expensed $ 46,667 0 |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of July 31, 2022 and 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the year ended July 31, 2022 and the period ended July 31, 2021, respectively. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 16,722 823 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. DESCRYPTO HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2022 AND 2021 Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The Company effected a reverse merger and recapitalization on July 29, 2021, as a result, all share and per share amounts have been retroactively restated to the earliest period presented (for the period ended July 31, 2021). For the year ended July 31, 2022 and the period ended July 31, 2021, the Company had potentially dilutive equity securities of 35,520,000 0 1,000 1 |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. |
Organization, Nature of Opera_2
Organization, Nature of Operations and Going Concern (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Subsidary | The parent (Descrypto Holdings, Inc.) and subsidiary are organized as follows: Schedule of Subsidary Company Name Incorporation Date State of Incorporation Descrypto Holdings, Inc. 1996 Delaware Descrypto, Inc. * 2017 Delaware Descrypto Studio, LLC 2022 Wyoming Open Locker, Inc. ** 2021 Delaware * Entity was acquired in a reverse merger on July 29, 2021. ** See Note 6 regarding the acquisition of Open Locker, Inc. on May 31, 2022. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and Equipment consisted of the following: Schedule of Property, Plant and Equipment July 31, 2022 July 31, 2021 Lives (Years) Estimated Useful July 31, 2022 July 31, 2021 Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 4,767 1,391 Website - net $ 6,069 $ 9,445 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties and Debt Forgiveness (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Related Parties | The following represents a summary of the Company’s notes payable – related parties, key terms, and outstanding balances at July 31, 2022 and 2021 respectively: Schedule of Notes Payable Related Parties Note Payable Note Payable Note Payable Terms Related Parties Related Party Related Party Issuance date of notes Prior to 2018 June 29, 2021 July 9, 2021 Maturity date Due on demand June 28, 2022 A June 28, 2022 A Interest rate 12 12 12 Collateral Unsecured Unsecured Unsecured Total Principal $ 112,167 $ 25,000 $ 25,000 $ 162,167 Balance - July 31, 2020 $ 112,167 $ - $ - $ 112,167 Proceeds from issuance of notes - 25,000 25,000 50,000 Balance - July 31, 2021 112,167 25,000 25,000 162,167 Balance Beginning 112,167 25,000 25,000 162,167 Forgiveness of note payable (112,167 ) B - - (112,167 ) Stock issued in conversion of note payable (25,000 ) C (25,000 ) C (50,000 ) Balance - July 31, 2022 $ - $ - $ - $ - Balance Ending - - - - A 200,000 B 155,743 C 135,450 106,274 54,180 52,094 |
Acquisition and Pro Forma Fin_2
Acquisition and Pro Forma Financial Information for Open Locker, Inc. (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets and Liabilities Effective on Acquisition | The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Schedule of Assets and Liabilities Effective on Acquisition Consideration Common stock ( 12,500,002 0.41 (1) $ 5,142,001 Fair value of consideration transferred 5,142,001 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 13,328 Total assets acquired 13,328 Accounts payable and accrued expenses 114,725 Total liabilities assumed 114,725 Total identifiable net liabilities (101,397 ) Amount to allocate to intangible asset and goodwill 5,243,398 Less: allocation for identifiable intangible asset (intellectual property) 2,299,524 Less: allocation for goodwill 2,943,874 $ - (1) Fair value of common stock issued was determined based upon recent cash offerings with third parties. |
Schedule of Supplemental Proforma Information | This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: Schedule of Supplemental Proforma Information Nine Months Ended Period Ended April 30, 2022 July 31, 2021 Revenues $ 23,162 $ - Net loss $ (1,929,883 ) $ (121,231 ) Loss per share - basic $ (0.01 ) $ (0.00 ) Loss per share - diluted $ (0.01 ) $ (0.00 ) Weighted average number of shares - basic 153,889,891 271,876,622 Weighted average number of shares - diluted 153,889,891 271,876,622 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible asset is as follows: Schedule of Intangible Assets Estimated Useful July 31, 2022 July 31, 2021 Life (Years) Gross carrying amount $ 2,299,524 $ - 7 Accumulated amortization 54,751 - Net carrying amount $ 2,244,773 $ - |
Schedule of Intangible Asset, Estimated Amortization Expense | Estimated amortization expense for each of the five (5) succeeding years and thereafter is as follows: Schedule of Intangible Asset, Estimated Amortization Expense For the Year Ended July 31, 2023 $ 328,503 2024 328,503 2025 328,503 2026 328,503 2027 328,503 Thereafter 602,256 Total $ 2,244,773 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Stock Options | |
Schedule of Stock Option | Stock option transactions under the Company’s Plan for the year ended July 31, 2022 and the period ended July 31, 2021 are summarized as follows: Schedule of Stock Option Stock Options Number of Weighted Weighted Aggregate Weighted Outstanding - July 31, 2021 - $ - - $ - $ - Exercisable - July 31, 2021 - $ - - $ - $ - Granted 864,489 $ 0.14 - - $ 0.14 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Exercisable - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - |
Schedule of Stock Option Fair Value | For the year ended July 31, 2022, fair value was based upon the following management estimates: Schedule of Stock Option Fair Value Year Ended July 31, 2022 Expected term (years) 5 Expected volatility 275 276 % Expected dividends 0 % Risk free interest rate 2.85 2.98 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at July 31, 2022: Schedule of Operating Lease Assets and Liabilities July 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 3,630 Liabilities Operating lease liability $ 6,207 Weighted-average remaining lease term (years) 1.08 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 559 Lease liability expense in connection with obligation repayment 92 Total operating lease costs $ 650 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 908 Right-of-use asset obtained in exchange for new operating lease liability $ 4,189 |
Schedule of Minimum Lease Payments | Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at July 31, 2022: Schedule of Minimum Lease Payments 2023 $ 6,000 2024 500 Total undiscounted cash flows 6,500 Less: amount representing interest (293 ) Present value of operating lease liability 6,207 Less: current portion of operating lease liability (5,710 ) Long-term operating lease liability $ 497 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Schedule of Income Taxes July 31, 2022 July 31, 2021 Federal income tax benefit - 19.17 20.09 $ (513,000 ) $ (5,000 ) State income tax - 4.458 4.35 (114,000 ) (2,000 ) Tax effect of timing differences for income tax purposes 554,000 - Non-deductible items 13,000 - Subtotal (60,000 ) (7,000 ) Change in valuation allowance 60,000 7,000 Income tax benefit $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at July 31, 2022 and 2021, respectively, are approximately as follows: Schedule of Deferred Tax Assets and Liabilities July 31, 2022 July 31, 2021 Deferred Tax Assets Amortization of intangible asset $ 13,000 $ - Amortization of website 1,000 - Share based payments 540,000 - Change in fair value of derivative liabilities - - Net operating loss carryforwards (98,000 ) (38,000 ) Total deferred tax assets 456,000 38,000 Less: valuation allowance (456,000 ) (38,000 ) Net deferred tax asset recorded $ - $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of Fair Value of Stock Option | Fair value was based upon the following management estimates: Schedule of Fair Value of Stock Option Year Ended July 31, 2023 Expected term (years) 5 Expected volatility 274 % Expected dividends 0 % Risk free interest rate 2.98 % |
Schedule of Subsidary (Details)
Schedule of Subsidary (Details) | 12 Months Ended | |
Jul. 31, 2022 | ||
Entity incorporation, date of incorporation | 1996 | |
Entity incorporation, state or country code | DE | |
Subsidiaries [Member] | ||
Entity incorporation, date of incorporation | 2017 | [1] |
Entity incorporation, state or country code | DE | [1] |
Subsidiaries One [Member] | ||
Entity incorporation, date of incorporation | 2022 | |
Entity incorporation, state or country code | WY | |
Subsidiaries Two [Member] | ||
Entity incorporation, date of incorporation | 2021 | [2] |
Entity incorporation, state or country code | DE | [2] |
[1]Entity was acquired in a reverse merger on July 29, 2021.[2]See Note 6 regarding the acquisition of Open Locker, Inc. on May 31, 2022. |
Organization, Nature of Opera_3
Organization, Nature of Operations and Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 29, 2021 | Jul. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issued during period, shares, new issues | 182,978,736 | ||||
Net income loss | $ 27,219 | $ 2,556,714 | $ 13,370 | ||
Net cash provided by used in operating activities | 15,934 | 286,527 | |||
Retained earnings accumulated deficit | 151,441 | 2,708,155 | |||
Stockholders' equity | (156,497) | 5,719,109 | $ (112,972) | $ (99,602) | |
Working capital | 506,260 | ||||
Cash | $ 53,178 | $ 607,135 | |||
Share Exchange Agreement [Member] | Krypto Bank [Member] | |||||
Equity method investment, ownership percentage | 100% | ||||
Share Exchange Agreement [Member] | Krypto Bank [Member] | |||||
Percentage of Common Stock | 90% | ||||
Stock issued during period, shares, new issues | 233,474,958 | ||||
Assumed net liabilities | $ 16,306 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
FDIC amount | $ 250,000 | |
Software development cost | 46,667 | |
Marketing and advertising costs | $ 823 | $ 16,722 |
Dilutive equity securities shares | 0 | 35,520,000 |
Stock issued during period, shares, new issues | 182,978,736 | |
Series A Convertible Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Preferred stock, convertible, shares issuable | 1,000 | |
Stock issued during period, shares, new issues | 1 | |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software development cost | $ 0 | $ 46,667 |
iGrow Systems Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment owned balance, shares | 150,000 | |
Investment owned at cost | $ 15,000 | |
Share price | $ 0.10 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Website | $ 10,836 | $ 10,836 |
Estimated Useful Lives (Years) | 3 years | |
Accumulated amortization | $ 4,767 | 1,391 |
Website - net | $ 6,069 | $ 9,445 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Website costs | $ 9,500 | |
Amortization | $ 111 | $ 3,376 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Principal | $ 162,167 | ||
Balance - July 31, 2021 | 162,167 | $ 112,167 | |
Proceeds from issuance of notes | 50,000 | ||
Balance Ending | $ 162,167 | 162,167 | |
Forgiveness of note payable | (112,167) | ||
Stock issued in conversion of note payable | $ (50,000) | ||
Note Payble Related Party One [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance date of notes | Prior to 2018 | Prior to 2018 | |
Issuance date of notes | Due on demand | Due on demand | |
Interest rate | 12% | 12% | 12% |
Collateral | Unsecured | Unsecured | |
Principal | $ 112,167 | ||
Balance - July 31, 2021 | 112,167 | $ 112,167 | |
Proceeds from issuance of notes | |||
Balance Ending | $ 112,167 | 112,167 | |
Forgiveness of note payable | $ (112,167) | ||
Note Payble Related Party Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance date of notes | June 29, 2021 | June 29, 2021 | |
Issuance date of notes | June 28, 2022 | June 28, 2022 | |
Interest rate | 12% | 12% | 12% |
Collateral | Unsecured | Unsecured | |
Principal | $ 25,000 | ||
Balance - July 31, 2021 | 25,000 | ||
Proceeds from issuance of notes | 25,000 | ||
Balance Ending | $ 25,000 | 25,000 | |
Forgiveness of note payable | |||
Stock issued in conversion of note payable | $ (25,000) | ||
Note Payble Related Party Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance date of notes | July 9, 2021 | July 9, 2021 | |
Issuance date of notes | June 28, 2022 | June 28, 2022 | |
Interest rate | 12% | 12% | 12% |
Collateral | Unsecured | Unsecured | |
Principal | $ 25,000 | ||
Balance - July 31, 2021 | 25,000 | ||
Proceeds from issuance of notes | 25,000 | ||
Balance Ending | $ 25,000 | 25,000 | |
Forgiveness of note payable | |||
Stock issued in conversion of note payable | $ (25,000) |
Schedule of Notes Payble Relate
Schedule of Notes Payble Related Parties (Details) (Parenthetical) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jun. 28, 2022 | |
Debt Instrument [Line Items] | ||||
Principal and accrued interest amount | $ 155,743 | |||
Number of common stock issued, shares | 182,978,736 | |||
Number of shares issued | $ 828,096 | |||
Loss on debt extinguishment | 52,094 | |||
Note Payble Related Party [Member] | ||||
Debt Instrument [Line Items] | ||||
Loss on debt extinguishment | 52,094 | |||
Note Payble Related Party [Member] | Related Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal and accrued interest amount | $ 54,180 | |||
Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of common stock issued, shares | 182,978,736 | |||
Number of shares issued | $ 18,296 | |||
Common Stock [Member] | Note Payble Related Party [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of common stock issued, shares | 135,450 | |||
Number of shares issued | $ 106,274 | |||
Minimum [Member] | Investors [Member] | ||||
Debt Instrument [Line Items] | ||||
Due from related parties, current | $ 200,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jul. 30, 2021 | Feb. 28, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Apr. 30, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Issued price per share | $ 0.40 | ||||||
Redeemed Share amount | $ (938) | ||||||
Number of shares issued | 106,274 | ||||||
Debt Conversion, Converted Instrument, Amount | 54,180 | ||||||
Loss on debt extinguishment | $ 52,094 | ||||||
Stock issued for cash, shares | 182,978,736 | ||||||
Stock issued during period value new issues | $ 828,096 | ||||||
Debt Instrument, Periodic Payment | $ 155,743 | ||||||
Principal amount | $ 162,167 | ||||||
Outstanding common stock | 864,489 | ||||||
Common stock issued for services, shares | 1,645,042 | ||||||
Common stock issued for services | $ 1,525,637 | ||||||
Compensation expense | $ 3,606,040 | ||||||
General and Administrative Expense [Member] | |||||||
Class of Stock [Line Items] | |||||||
Compensation expense | $ 1,545,936 | ||||||
Note Payble Related Party One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Instrument, Periodic Payment | 155,743 | ||||||
Principal amount | 112,167 | ||||||
Accrued interest | $ 43,576 | ||||||
Officer [Member] | Employment Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Outstanding common stock percentage | 1% | ||||||
Outstanding common stock | 2,593,766 | 1,385,625 | |||||
Officer One [Member] | Employment Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Outstanding common stock percentage | 0.50% | ||||||
Outstanding common stock | 1,296,883 | ||||||
Preferred Stock [Member] | Shareholders [Member] | |||||||
Class of Stock [Line Items] | |||||||
Redeemed shares | 142,080 | ||||||
Issued price per share | $ 0.0001 | ||||||
Redeemed Share amount | $ 3 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Redeemed shares | 240,814,962 | ||||||
Redeemed Share amount | $ (24,079) | ||||||
Number of common stock issued, shares | 135,450 | ||||||
Number of shares issued | $ 14 | ||||||
Stock issued for cash, shares | 182,978,736 | ||||||
Stock issued during period value new issues | $ 18,296 | ||||||
Common Stock [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.70 | ||||||
Common Stock [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.87 | ||||||
Common Stock [Member] | Shareholders [Member] | |||||||
Class of Stock [Line Items] | |||||||
Redeemed shares | 240,814,962 | ||||||
Redeemed Share amount | $ 935 | ||||||
Common Stock [Member] | Shareholders [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.00001 | ||||||
Common Stock [Member] | Shareholders [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.000001 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Common stock voting rights | Voting at 1 vote per share | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
preferred stock, shares authorized | 200,000 | 200,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Conversion stock shares converted | 1 | ||||||
Preferred stock voting rights | 1,000 votes per share | ||||||
Preferred stock, liquidation preference | $ 0 | ||||||
Series A Preferred Stock [Member] | ACV [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.0001 | ||||||
Stock issued during period value new issues | $ 8,880 | ||||||
Number of preferred stock exchange | 88,800 | ||||||
Series A Preferred Stock [Member] | Leone [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.0001 | ||||||
Stock issued during period value new issues | $ 8,880 | ||||||
Number of preferred stock exchange | 88,800 | ||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Redeemed shares | 142,080 | ||||||
Redeemed Share amount | $ (14) | ||||||
Number of shares issued | |||||||
Stock issued during period value new issues | |||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion stock shares converted | 1,000 | ||||||
Common Stock [Member] | ACV [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued for cash, shares | 88,800,191 | ||||||
Common Stock [Member] | Leone [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued for cash, shares | 88,800,191 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Effective Acquisition (Details) (Parenthetical) - $ / shares | 12 Months Ended | |
May 31, 2022 | Jul. 31, 2022 | |
Business Acquisition [Line Items] | ||
Stock issued for cash, shares | 182,978,736 | |
Shares issued price per share | $ 0.40 | |
Open Locker Inc [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued for cash, shares | 12,500,002 | |
Shares issued price per share | $ 0.41 |
Schedule of Assets and Liabil_2
Schedule of Assets and Liabilities Effective on Acquisition (Details) - USD ($) | May 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Less: allocation for goodwill | $ 2,943,874 | |||
Open Locker Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration Common stock | [1] | $ 5,142,001 | ||
Fair value of consideration transferred | 5,142,001 | |||
Cash | 13,328 | |||
Total assets acquired | 13,328 | |||
Accounts payable and accrued expenses | 114,725 | |||
Total liabilities assumed | 114,725 | |||
Total identifiable net liabilities | (101,397) | |||
Amount to allocate to intangible asset and goodwill | 5,243,398 | |||
Less: allocation for identifiable intangible asset (intellectual property) | 2,299,524 | |||
Less: allocation for goodwill | 2,943,874 | |||
Total intangible asset and goodwill | ||||
[1]Fair value of common stock issued was determined based upon recent cash offerings with third parties. |
Schedule of Supplemental Profor
Schedule of Supplemental Proforma Information (Details) - Open Locker Inc [Member] - USD ($) | 7 Months Ended | 9 Months Ended |
Jul. 31, 2021 | Apr. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 23,162 | |
Net loss | $ (121,231) | $ (1,929,883) |
Loss per share - basic | $ 0 | $ (0.01) |
Loss per share - diluted | 0 | (0.01) |
Weighted average number of shares - basic | 271,876,622 | 153,889,891 |
Weighted average number of shares - diluted | $ 271,876,622 | $ 153,889,891 |
Acquisition and Pro Forma Fin_3
Acquisition and Pro Forma Financial Information for Open Locker, Inc. (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | |
May 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | |
Business Acquisition [Line Items] | |||
Stock issued during period value acquisitions | $ 5,142,001 | ||
Share price | $ 0.40 | ||
Goodwill | $ 2,943,874 | ||
Open Locker Inc [Member] | |||
Business Acquisition [Line Items] | |||
Share price | $ 0.41 | ||
Common stock, capital shares reserved for future issuance | 750,000 | ||
Contribution for working capital | $ 300,000 | ||
Additional fund | 250,000 | ||
Goodwill | $ 2,943,874 | ||
Common stock, shares | 12,500,002 | ||
Share Exchange Agreement [Member] | Open Locker Inc [Member] | |||
Business Acquisition [Line Items] | |||
Stock issued during period shares acquisitions | 12,500,002 | ||
Stock issued during period value acquisitions | $ 5,142,001 | ||
Share price | $ 0.41 | ||
Business acquisition percentage of voting interests acquired | 100% |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 2,299,524 | |
Estimated useful life (years) | 7 years | |
Accumulated amortization | $ 54,751 | |
Net carrying amount | $ 2,244,773 |
Schedule of Intangible Asset, E
Schedule of Intangible Asset, Estimated Amortization Expense (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 328,503 | |
2024 | 328,503 | |
2025 | 328,503 | |
2026 | 328,503 | |
2027 | 328,503 | |
Thereafter | 602,256 | |
Total | $ 2,244,773 |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 54,751 |
Schedule of Stock Option (Detai
Schedule of Stock Option (Details) | 12 Months Ended |
Jul. 31, 2022 USD ($) $ / shares shares | |
Stock Options | |
Number of options, beginning outstanding balance | shares | |
Weighted average exercise price, beginning balance | |
Aggregate intrinsic value outstanding, beginning balance | $ | |
Weighted average grant date fair value, outstanding beginning | |
Number of options, beginning exercisable balance | shares | |
Weighted average exercise price, exercisable, beginning balance | |
Aggregate intrinsic value exercisable, beginning balance | $ | |
Weighted average grant date fair value, exercisable beginning | |
Number of options, granted | shares | 864,489 |
Weighted average exercise price, granted | $ 0.14 |
Aggregate intrinsic value, granted | $ | |
Weighted average grant date fair value, granted | $ 0.14 |
Number of options, exercised | shares | |
Weighted average exercise price, exercised | |
Aggregate intrinsic value, exercised | $ | |
Weighted average grant date fair value, exercised | |
Number of options, cancelled/Forfeited | shares | |
Weighted average exercise price, cancelled/Forfeited | |
Aggregate intrinsic value, cancelled/Forfeited | $ | |
Weighted average grant date fair value, cancelled/forfeited | |
Number of options, ending outstanding balance | shares | 864,489 |
Weighted average exercise price, ending balance | $ 0.14 |
Weighted average remaining contractual term (years), outstanding ending | 9 years 10 months 2 days |
Aggregate intrinsic value outstanding, ending balance | $ | $ 479,539 |
Weighted average grant date fair value, outstanding ending | |
Number of options, ending exercisable balance | shares | 864,489 |
Weighted average exercise price, exercisable, ending balance | $ 0.14 |
Weighted average remaining contractual term (years), exercisable ending | 9 years 10 months 2 days |
Aggregate intrinsic value exercisable, ending balance | $ | $ 479,539 |
Weighted average grant date fair value, exercisable ending |
Schedule of Stock Option Fair V
Schedule of Stock Option Fair Value (Details) | 12 Months Ended |
Jul. 31, 2022 | |
Stock Options | |
Expected term (years) | 5 years |
Expected volatility, minimum | 275% |
Expected volatility, maximum | 276% |
Expected dividends | 0% |
Risk free interest rate, minimum | 2.85% |
Risk free interest rate, maximum | 2.98% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Stock Options | ||
Granted, shares | 864,489 | |
Option period | 10 years | |
Exercise price, minimum | $ 0.12 | |
Exercise price, maximum | $ 0.40 | |
Fair value, options granted | $ 534,466 | |
Compensation expense | $ 0 | $ 534,466 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease - right-of-use asset - non-current | $ 3,630 | |
Operating lease liability | $ 6,207 | |
Weighted-average remaining lease term (years) | 1 year 29 days | |
Weighted-average discount rate | 8% | |
Amortization of right-of-use operating lease asset | $ 559 | |
Lease liability expense in connection with obligation repayment | 92 | |
Total operating lease costs | 650 | |
Operating cash outflows from operating lease (obligation payment) | 908 | |
Right-of-use asset obtained in exchange for new operating lease liability | $ 4,189 |
Schedule of Minimum Lease Payme
Schedule of Minimum Lease Payments (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 6,000 | |
2024 | 500 | |
Total undiscounted cash flows | 6,500 | |
Less: amount representing interest | (293) | |
Present value of operating lease liability | 6,207 | |
Less: current portion of operating lease liability | (5,710) | |
Long-term operating lease liability | $ 497 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | 15 Months Ended | ||
May 31, 2022 | Jul. 31, 2022 | Aug. 31, 2023 | Jul. 31, 2021 | |
Lease initial term | 2 years | |||
Lease expense | $ 500 | |||
Operating lease payments | $ 908 | |||
Commission fees | $ 575 | $ 0 | ||
Forecast [Member] | ||||
Operating lease payments | $ 7,500 |
Schedule of Income Taxes (Detai
Schedule of Income Taxes (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit - 19.17% and 20.09%, respectively | $ (5,000) | $ (513,000) |
State income tax - 4.458% and 4.35%, respectively | (2,000) | (114,000) |
Tax effect of timing differences for income tax purposes | 554,000 | |
Non-deductible items | 13,000 | |
Subtotal | (7,000) | (60,000) |
Change in valuation allowance | 7,000 | 60,000 |
Income tax benefit |
Schedule of Income Taxes (Det_2
Schedule of Income Taxes (Details) (Parenthetical) | 7 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit | 20.09% | 19.17% |
State income tax | 4.35% | 4.458% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Amortization of intangible asset | $ 13,000 | |
Amortization of website | 1,000 | |
Share based payments | 540,000 | |
Change in fair value of derivative liabilities | ||
Net operating loss carryforwards | (98,000) | (38,000) |
Total deferred tax assets | 456,000 | 38,000 |
Less: valuation allowance | (456,000) | (38,000) |
Net deferred tax asset recorded |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Jul. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Tax rates | 28.87% |
Deferred tax assets valuation allowance | $ 53,000 |
State net operating loss carryforwards | 395,000 |
Blended tax rate amount | $ 98,000 |
Income tax examination description | The Company is in the process of analyzing their NOL and has not determined if the Company has had any change of control issues that could limit the future use of these NOL’s. NOL carryforwards that were generated after 2017 may only be used to offset 80% of taxable income and are carried forward indefinitely. NOL’s generated prior to December 31, 2017 expire through 2037. |
Net operating loss carry forwards expiring date | 2037 |
Tax credit carryforward limitations | These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three- year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Option (Details) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Expected term (years) | 5 years | |
Expected dividends | 0% | |
Forecast [Member] | ||
Expected term (years) | 5 years | |
Expected volatility | 274% | |
Expected dividends | 0% | |
Risk free interest rate | 2.98% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Oct. 05, 2022 | Jul. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Granted, shares | 864,489 | |||
Option period | 10 years | |||
Exercise price | $ 0.14 | |||
Fair value, options granted | $ 534,466 | |||
Preferred stock, value | $ 4 | |||
Series A Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, share issued | 35,520 | 0 | ||
Preferred stock, share outstanding | 35,520 | 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Granted, shares | 1,478,050 | |||
Option period | 10 years | |||
Exercise price | $ 0.40 | |||
Fair value, options granted | $ 427,612 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Series A Subscription Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value per share | $ 0.0001 | |||
Preferred stock, share outstanding | 44,520 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Series A Subscription Agreement [Member] | ACV [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value per share | $ 0.66666666 | |||
Preferred stock, share issued | 3,000 | |||
Preferred stock, value | $ 2,000 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Series A Subscription Agreement [Member] | Leone Group LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value per share | $ 0.66666666 | |||
Preferred stock, share issued | 3,000 | |||
Preferred stock, value | $ 2,000 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Series A Subscription Agreement [Member] | Series A Purchasers [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, share issued | 9,000 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Series A Subscription Agreement [Member] | Brian Klatsky [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value per share | $ 0.66666666 | |||
Preferred stock, share issued | 3,000 | |||
Preferred stock, value | $ 2,000 |