Cover
Cover - shares | 6 Months Ended | ||
Jan. 31, 2024 | Mar. 15, 2024 | ||
Cover [Abstract] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jan. 31, 2024 | ||
Document Fiscal Period Focus | Q2 | ||
Document Fiscal Year Focus | 2024 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity File Number | 000-24520 | ||
Entity Registrant Name | OpenLocker Holdings, Inc. | ||
Entity Central Index Key | 0000924396 | ||
Entity Tax Identification Number | 04-3021770 | ||
Entity Incorporation, State or Country Code | [1] | DE | |
Entity Address, Address Line One | 1700 Palm Beach Lakes Blvd. | ||
Entity Address, Address Line Two | Suite 820 | ||
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 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 Common Stock, Shares Outstanding | 41,604,650 | ||
[1]Formerly known as Descrypto Holdings, Inc., entity changed name on December 5, 2022. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Current Assets | ||
Cash | $ 22,424 | $ 15,539 |
Accounts receivable | 5,000 | 8,000 |
Total Current Assets | 27,424 | 23,539 |
Website - net | 1,317 | 2,901 |
Operating lease - right-of-use asset - related party | 278 | |
Total Assets | 28,741 | 26,718 |
Current Liabilities | ||
Deferred revenue | 5,000 | 10,050 |
Operating lease liability - related party | 498 | |
Total Current Liabilities | 406,243 | 124,394 |
Total Liabilities | 406,243 | 124,394 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Series A, convertible preferred stock - $0.0001 par value, 200,000 shares authorized; 58,415 and 35,520 shares issued and outstanding, respectively | 5 | 5 |
Common stock - $0.0001 par value, 10,000,000,000 shares authorized; 41,604,650 and 40,675,006 shares issued and outstanding, respectively | 4,160 | 4,071 |
Additional paid-in capital | 10,365,398 | 10,032,335 |
Accumulated deficit | (10,747,065) | (10,134,087) |
Total Stockholders’ Deficit | (377,502) | (97,676) |
Total Liabilities and Stockholders’ Deficit | 28,741 | 26,718 |
Nonrelated Party [Member] | ||
Current Liabilities | ||
Accounts payable and accrued expenses | 131,505 | 113,846 |
Notes payable | 183,583 | |
Related Party [Member] | ||
Current Liabilities | ||
Accounts payable and accrued expenses | 6,155 | |
Notes payable | $ 80,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2024 | Jul. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares outstanding | 41,604,650 | 40,675,006 |
Common stock, shares outstanding | 41,604,650 | 40,675,006 |
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 | 58,415 | 35,520 |
Preferred stock, shares outstanding | 58,415 | 35,520 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Revenues | ||||
Total revenues | $ 7,729 | $ 5,949 | $ 16,310 | $ 11,089 |
Cost of goods sold | 592 | 1,508 | ||
Gross profit | 7,137 | 5,949 | 14,802 | 11,089 |
Operating expenses | ||||
Software development | 2,941 | 57,602 | 17,190 | 130,124 |
General and administrative expenses | 126,031 | 709,444 | 584,945 | 1,207,768 |
Total operating expenses | 128,972 | 767,046 | 602,135 | 1,337,892 |
Loss from operations | (121,835) | (761,097) | (587,333) | (1,326,803) |
Other expense | ||||
Amortization of debt discount | (5,473) | (5,473) | ||
Interest expense | 13,697 | 20,172 | ||
Total other expense | (19,170) | (25,645) | ||
Net loss | $ (141,005) | $ (761,097) | $ (612,978) | $ (1,326,803) |
Loss per share - basic | $ 0 | $ (0.02) | $ (0.01) | $ (0.03) |
Loss per share - diluted | $ 0 | $ (0.02) | $ (0.01) | $ (0.03) |
Weighted average number of shares outstanding - basic | 41,534,270 | 38,719,136 | 41,455,308 | 38,910,468 |
Weighted average number of shares outstanding - diluted | 41,534,270 | 38,719,136 | 41,455,308 | 38,910,468 |
Collectibles [Member] | ||||
Revenues | ||||
Total revenues | $ 3,679 | $ 5,949 | $ 6,260 | $ 11,089 |
Sponsorship [Member] | ||||
Revenues | ||||
Total revenues | $ 4,050 | $ 10,050 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Jul. 31, 2022 | $ 4 | $ 3,839 | $ 8,423,421 | $ (2,708,155) | $ 5,719,109 |
Balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 | |||
Stock issued for services | $ 13 | 51,987 | 52,000 | ||
Stock issued for services, shares | 130,000 | ||||
Recognition of stock-based compensation | 167,167 | 167,167 | |||
Net loss | (565,706) | (565,706) | |||
Stock issued for cash | $ 12 | 49,988 | 50,000 | ||
Stock issued for cash, shares | 125,000 | ||||
Series A preferred stock issued for common stock - related parties | 6,000 | 6,000 | |||
Series A preferred stock issued for common stock - related parties, shares | 9,000 | ||||
Contributed capital | 2,116 | 2,116 | |||
Balance at Oct. 31, 2022 | $ 4 | $ 3,864 | 8,700,679 | (3,273,861) | 5,430,686 |
Balance, shares at Oct. 31, 2022 | 44,520 | 38,637,506 | |||
Balance at Jul. 31, 2022 | $ 4 | $ 3,839 | 8,423,421 | (2,708,155) | 5,719,109 |
Balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 | |||
Net loss | (1,326,803) | ||||
Balance at Jan. 31, 2023 | $ 4 | $ 3,915 | 9,200,478 | (4,034,958) | 5,169,439 |
Balance, shares at Jan. 31, 2023 | 44,520 | 39,150,006 | |||
Balance at Jul. 31, 2022 | $ 4 | $ 3,839 | 8,423,421 | (2,708,155) | 5,719,109 |
Balance, shares at Jul. 31, 2022 | 35,520 | 38,382,506 | |||
Stock issued for cash, shares | 1,637,500 | ||||
Balance at Jul. 31, 2023 | $ 5 | $ 4,071 | 10,032,335 | (10,134,087) | (97,676) |
Balance, shares at Jul. 31, 2023 | 58,415 | 40,675,006 | |||
Balance at Oct. 31, 2022 | $ 4 | $ 3,864 | 8,700,679 | (3,273,861) | 5,430,686 |
Balance, shares at Oct. 31, 2022 | 44,520 | 38,637,506 | |||
Stock issued for services | $ 45 | 224,055 | 224,100 | ||
Stock issued for services, shares | 450,000 | ||||
Recognition of stock-based compensation | 250,750 | 250,750 | |||
Net loss | (761,097) | (761,097) | |||
Stock issued for cash | $ 6 | 24,994 | 25,000 | ||
Stock issued for cash, shares | 62,500 | ||||
Balance at Jan. 31, 2023 | $ 4 | $ 3,915 | 9,200,478 | (4,034,958) | 5,169,439 |
Balance, shares at Jan. 31, 2023 | 44,520 | 39,150,006 | |||
Balance at Jul. 31, 2023 | $ 5 | $ 4,071 | 10,032,335 | (10,134,087) | (97,676) |
Balance, shares at Jul. 31, 2023 | 58,415 | 40,675,006 | |||
Stock issued for services | $ 71 | 202,608 | 202,679 | ||
Stock issued for services, shares | 704,644 | ||||
Recognition of stock-based compensation | 83,583 | 83,583 | |||
Net loss | (471,973) | (471,973) | |||
Balance at Oct. 31, 2023 | $ 5 | $ 4,142 | 10,318,526 | (10,606,060) | (283,387) |
Balance, shares at Oct. 31, 2023 | 58,415 | 41,379,650 | |||
Balance at Jul. 31, 2023 | $ 5 | $ 4,071 | 10,032,335 | (10,134,087) | (97,676) |
Balance, shares at Jul. 31, 2023 | 58,415 | 40,675,006 | |||
Net loss | (612,978) | ||||
Stock issued for cash | $ 46,890 | ||||
Stock issued for cash, shares | 225,000 | ||||
Balance at Jan. 31, 2024 | $ 5 | $ 4,160 | 10,365,398 | (10,747,065) | (377,502) |
Balance, shares at Jan. 31, 2024 | 58,415 | 41,604,650 | |||
Balance at Oct. 31, 2023 | $ 5 | $ 4,142 | 10,318,526 | (10,606,060) | (283,387) |
Balance, shares at Oct. 31, 2023 | 58,415 | 41,379,650 | |||
Net loss | (141,005) | (141,005) | |||
Prior period true up | (5) | 5 | |||
Stock issued as debt discount | $ 23 | 46,867 | 46,890 | ||
Stock issued as debt discount, shares | 225,000 | ||||
Balance at Jan. 31, 2024 | $ 5 | $ 4,160 | $ 10,365,398 | $ (10,747,065) | $ (377,502) |
Balance, shares at Jan. 31, 2024 | 58,415 | 41,604,650 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Operating activities | ||
Net loss | $ (612,978) | $ (1,326,803) |
Adjustments to reconcile net loss to net cash used in operations | ||
Amortization - intangible asset (intellectual property) | 164,252 | |
Amortization - website | 1,584 | 1,584 |
Amortization of operating lease right-of-use asset - related party | 278 | 1,676 |
Amortization of debt discount | 5,473 | |
Recognition of stock-based compensation | 83,583 | 417,917 |
Stock issued for services | 202,679 | 276,100 |
Decrease in | ||
Accounts receivable | 3,000 | |
Increase (decrease) in | ||
Accounts payable and accrued expenses | 17,659 | (41,737) |
Accounts payable and accrued expenses - related parties | 6,155 | |
Deferred revenue | (5,050) | |
Operating lease liability - related party | (498) | (2,798) |
Net cash used in operating activities | (298,115) | (509,809) |
Financing activities | ||
Proceeds from issuance of notes payable | 225,000 | |
Proceeds from issuance of notes payable - related parties | 80,000 | |
Stock issued for cash - preferred stock - related parties | 6,000 | |
Stock issued for cash - common stock | 75,000 | |
Contributed capital - related parties | 2,116 | |
Net cash provided by financing activities | 305,000 | 83,116 |
Net increase (decrease) in cash | 6,885 | (426,693) |
Cash - beginning of period | 15,539 | 607,135 |
Cash - end of period | 22,424 | 180,442 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 2,777 | |
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Stock issued as debt discount | $ 46,890 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2024 | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) Attributable to Parent | $ (141,005) | $ (471,973) | $ (761,097) | $ (565,706) | $ (612,978) | $ (1,326,803) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jan. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Nature of Operati
Organization, Nature of Operations and Going Concern | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations and Going Concern | Organization, Nature of Operations and Going Concern Organization and Nature of Operations OpenLocker Holdings, Inc. and its subsidiaries OpenLocker, Inc. (collectively “OpenLocker,” “OL”, “we,” “us,” “our” or the “Company”) is dedicated to offering marketing solutions for collegiate and professional sports organizations and athletes to deepen fan engagement through innovative collectibles, membership rewards, exclusive events and experiences. The OpenLocker mission is to empower athletes by monetizing their Name, Image and Likeness (“NIL”) with autographed collectibles, meaningful fan experiences and partnerships with local merchants, regional and national brands. OpenLocker has active fan communities at the University of Florida (Gataverse), Florida Atlantic University (PowerOwls Club) and Radford University (RowdyRedz) and is focusing on building club membership rewards programs . By partnering with local businesses, as well as regional and national brands, who can offer perks and rewards to community members, OpenLocker is able to create demand and further engage fans and the local community. OpenLocker is also in discussions with NIL collectives, communities focused on raising funds for school-specific NIL fundraising efforts, that are interested in offering membership rewards programs to their target audiences. The Company is also in discussions with national brands who are interested in leveraging their relationships with student-athletes to create social media influencer campaigns and build customer loyalty programs. OpenLocker’s current revenue model includes (i) sales on the OpenLocker platform, (ii) sponsorship and advertising, and (iii) service fees for creative design work, development and product fulfillment services. OpenLocker is a registered trademark, and LOCKERMANIA, BONE YARD HUSKYZ CLUB, ROWDY REDZ, PROWLERZ CLUB, GATAVERSE, LIONZ CLUB, OPENSTABLE and MADDY BADDYZ are trademarks of OpenLocker Holdings, Inc. The parent (OpenLocker Holdings, Inc.) and its subsidiaries are organized as follows: Schedule of Subsidiary Company Name Incorporation Date State of Incorporation OpenLocker Holdings, Inc.* 1996 Delaware Descrypto, Inc. 2017 Delaware Descrypto Studio, LLC 2022 Wyoming Open Locker, Inc. (“OL”) 2021 Delaware * Formerly known as Descrypto Holdings, Inc., entity changed name on December 5, 2022. Going Concern and Management’s Plans These unaudited 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 unaudited consolidated financial statements, for the six months ended January 31, 2024, the Company had: ● Net loss of $ 612,978 ● Net cash used in operations of $ 298,115 Additionally, at January 31, 2024, the Company had: ● Accumulated deficit of $ 10,747,065 ● Stockholders’ deficit of $ 377,502 ● Working capital deficit of $ 378,819 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 22,424 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) 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 ending January 31, 2025, 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 and notes payable; 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. 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 unaudited consolidated financial statements are issued. The unaudited 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 unaudited 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of January 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended January 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated 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-K for the period ended July 31, 2023 filed with the SEC on November 1, 2023. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Principles of Consolidation These unaudited 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 the Financial Accounting Standards Board’s (the “FASB”) 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 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. 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. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) 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, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At January 31, 2024 and July 31, 2023, 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” 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 January 31, 2024 and July 31, 2023, 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 Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually (each July 31) 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. Six Months Ended January 31, 2024 (Fiscal Year Ending July 31, 2024) There were no Fiscal Year Ended July 31, 2023 During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), goodwill of $ 2,943,874 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. Six Months Ended January 31, 2024 (Fiscal Year Ending July 31, 2024) There were no OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Fiscal Year Ended July 31, 2023 During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ 1,916,270 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 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 impairments recorded during the three and six months ended January 31, 2024 and 2023, 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, 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. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) 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. 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 10. Revenue Recognition OpenLocker generates revenue from two main sources: our collectibles and sponsorship revenues. Revenue is recognized in accordance with ASC No. 606, “ Revenue from Contracts with Customers Collectibles 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 a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer. Payments from customers (all paid in cash) are received as follows: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and ● PayPal payments are received same day. Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions. Sponsorships The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets. At January 31, 2024 and July 31, 2023, the Company had contract liabilities of $ 5,000 10,050 For the three months ended January 31, 2024 and 2023, the Company recognized $ 4,050 0 For the six months ended January 31, 2024 and 2023, the Company recognized $ 10,050 0 The following represents the Company’s disaggregation of revenues for the six months ended January 31, 2024 and 2023: Schedule of Disaggregation of Revenue Six Months Ended January 31, 2024 2023 Revenues Revenue % of Revenues Revenue % of Revenues Collectibles $ 6,260 38 % $ 11,089 100 % Sponsorships 10,050 62 % - 0 % Total Revenues $ 16,310 100 % $ 11,089 100 % Cost of Goods Sold Cost of goods sold primarily includes web development and graphic design costs. Software Development Costs Internal-use software development costs are accounted for in accordance with ASC 350-40, “ Internal-Use Software 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 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 three months ended January 31, 2024 and 2023, the Company expensed $ 2,941 57,602 For the six months ended January 31, 2024 and 2023, the Company expensed $ 17,190 130,124 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. 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 January 31, 2024 and July 31, 2023, 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 six months ended January 31, 2024 and the year ended July 31, 2023, 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. For the three months ended January 31, 2024 and 2023, the Company expensed $ 26,074 9,146 For the six months ended January 31, 2024 and 2023, the Company expensed $ 58,078 53,194 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. Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. 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. 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. For the six months ended January 31, 2024 and 2023, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities January 31, 2024 January 31, 2023 Series A, convertible preferred stock ( 1 1,000 58,415,000 44,520,000 Stock options (exercise prices $ 0.12 0.70 2,342,539 1,110,830 Warrants (exercise price $ 1 1,425,000 - Total common stock equivalents 62,182,539 45,630,830 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. See Note 5. Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASUs”) to the ASC. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued 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. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Receivables (Topic 310) Financial Instruments – Credit Losses (Topic 326) OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no material effect on the unaudited consolidated results of operations, stockholders’ deficit, or cash flows. |
Website
Website | 6 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Website | Note 3 – Website The Company’s website consisted of the following: Schedule of Company’s Website January 31, 2024 July 31, 2023 Estimated Useful Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 9,519 7,935 Website - net $ 1,317 $ 2,901 Amortization expense for the three months ended January 31, 2024 and 2023 was $ 792 792 Amortization expense for the six months ended January 31, 2024 and 2023 was $ 1,584 1,584 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. |
Notes Payable
Notes Payable | 6 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable The following represents a summary of the Company’s notes payable at January 31, 2024 and July 31, 2023: Schedule of Notes Payable Issue Date Maturity Date Interest Rate Default Interest Rate Collateral January 31, 2024 July 31, 2023 August 2023 August 2024 10 % 20 % Unsecured $ 150,000 $ - November 2023 November 2024 10 % 20 % Unsecured 50,000 - (1) December 2023 December 2024 10 % 20 % Unsecured 25,000 - (2) 225,000 - Less: unamortized debt discount (16,417 ) - Notes payable - net $ 208,583 $ - (1) In connection with the issuance of this $ 50,000 100,000 21,890 0.2189 (2) In connection with the issuance of this $ 25,000 125,000 25,000 0.2000 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) The Company had the following activity related to its notes payable during the six months ended January 31, 2024: Schedule of Activity Related Note Payable Balance - July 31, 2023 $ - Proceeds 225,000 Stock issued as debt discount (46,890 ) Amortization of debt discount 5,473 Balance - January 31, 2024 $ 183,583 |
Notes Payable _ Related Parties
Notes Payable – Related Parties | 6 Months Ended |
Jan. 31, 2024 | |
Notes Payable Related Parties | |
Notes Payable – Related Parties | Note 5 – Notes Payable – Related Parties The following represents a summary of the Company’s notes payable – related parties at January 31, 2024 and July 31, 2023: Schedule of Notes Payable Related Parties Issue Date Maturity Date Interest Rate Default Interest Rate Collateral Related Party January 31, 2024 July 31, 2023 August 2023 August 2024 10 % 20 % Unsecured Chief Executive Officer/Director $ 40,000 $ - August 2023 August 2024 10 % 20 % Unsecured President/Director 40,000 - $ 80,000 $ - The Company had the following activity related to its note payable – related parties during the six months ended January 31, 2024: Schedule of Activity Related to Note Payable Related Parties Balance - July 31, 2023 $ - Proceeds 80,000 Balance - January 31, 2024 $ 80,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 6 – Stockholders’ Deficit The Company has two classes of stock at January 31, 2024 and July 31, 2023: Class A Common Stock - 10,000,000,000 - 41,604,650 40,675,006 - Par value - $ 0.0001 - Voting at 1 vote per share Series A Preferred Stock - 200,000 - 58,415 58,415 - Par value - $ 0.0001 - Conversion ratio – 1 1,000 58,415,000 58,415,000 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) - 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 Six Months Ended January 31, 2024 (Fiscal Year Ending July 31, 2024) Stock Issued for Cash The Company issued 225,000 46,890 Stock Issued for Services The Company issued 704,644 202,679 0.2479 0.44 Equity Transactions for the Year Ended July 31, 2023 Stock Issued for Cash – Related Parties The Company issued 22,895 15,264 0.6667 Stock Issued for Cash The Company issued 1,637,500 370,000 0.20 0.40 Also see Note 10 for warrants issued in connection with the sale of certain common stock units, which consisted of 1,425,000 1,425,000 Stock Issued for Services The Company issued 655,000 302,350 0.35 0.498 Contributed Capital – Related Parties Certain officers and directors contributed $ 2,116 |
Intangible Asset
Intangible Asset | 6 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | Note 7 – Intangible Asset In connection with the acquisition of OL during the fiscal year ended July 31, 2022, the Company recognized an intangible asset related to intellectual property. The Company believed the intellectual property was critical to the success of the business going forward. However, during the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ 1,916,270 Amortization expense for the three months ended January 31, 2024 and 2023 was $ 0 82,126 Amortization expense for the six months ended January 31, 2024 and 2023 was $ 0 164,252 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) |
Stock Options
Stock Options | 6 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 8 – Stock Options Stock option transactions for the six months ended January 31, 2024 and the year ended July 31, 2023 are summarized as follows: Schedule of Stock Option Weighted Weighted Average Weighted Average Number Average Remaining Aggregate Grant Stock Options of Options Exercise Price Contractual Term (Years) Intrinsic Value Date Fair Value Outstanding - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Exercisable - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Granted 1,478,050 $ 0.14 - $ 0.68 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - July 31, 2023 2,342,539 $ 0.49 8.98 $ 142,029 $ - Exercisable - July 31, 2023 2,219,368 $ 0.48 8.98 $ 142,029 $ - Granted - $ - - - $ - Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - January 31, 2024 2,342,539 $ 0.49 8.48 $ 69,396 $ - Exercisable - January 31, 2024 2,342,539 $ 0.49 8.48 $ 69,396 $ - Unvested - January 31, 2024 - $ - - $ - $ - Fiscal Year Ended July 31, 2023 In September 2022, the Company granted 1,478,050 0.40 Using the Black-Scholes option pricing model, the Company determined that the fair value of these options granted was $ 1,003,002 Fair value was based upon the following management estimates: Schedule of Stock Option Fair Value Expected term (years) 5 Expected volatility 274 Expected dividends 0 Risk free interest rate 2.98 Compensation expense recorded for stock-based compensation for the three months ended January 31, 2024 and 2023 was $ 0 250,750 Compensation expense recorded for stock-based compensation for the six months ended January 31, 2024 and 2023 was $ 83,583 417,917 These amounts are included as a component of general and administrative expenses. Six Months Ended January 31, 2024 (Fiscal Year Ending July 31, 2024) During the six months ended January 31, 2024, the remaining 123,171 1,478,050 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) |
Warrants
Warrants | 6 Months Ended |
Jan. 31, 2024 | |
Warrants | |
Warrants | Note 9 – Warrants Warrant activity for the six months ended January 31, 2024 and the year ended July 31, 2023 is summarized as follows: Schedule of Warrants Weighted Weighted Average Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding - July 31, 2022 - $ - - $ - Exercisable - July 31, 2022 - $ - - $ - Granted 1,425,000 $ 1.00 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Exercisable - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Granted - $ - - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - January 31, 2024 1,425,000 $ 1.00 4.16 $ - Exercisable - January 31, 2024 1,425,000 $ 1.00 4.16 $ - Unvested - January 31, 2024 - $ - - $ - Warrant Transactions for the Fiscal Year Ended July 31, 2023 Warrants Issued with Common Stock During 2023, the Company sold 1,425,000 285,000 0.20 In connection with the sale of these units, the investors also received 1,425,000 five year 1 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – 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 had an initial term of two years 500 During the period September 1, 2021 through May 31, 2022 no rent was due. The Company was required to pay a total of $ 7,500 Beginning September 1, 2023, the lease was renewed under the same terms on a month-to-month basis. The Company is leasing the office space from a family member of OL’s Chief Executive Officer. At January 31, 2024 and July 31, 2023, the Company had no financing leases as defined in ASC 842, “ Leases OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) The tables below present information regarding the Company’s operating lease assets and liabilities at January 31, 2024 and July 31, 2023: Schedule of Operating Lease Assets and Liabilities January 31, 2024 July 31, 2023 Assets Operating lease - right-of-use asset - non-current $ - $ 278 Liabilities Operating lease liability $ - $ 498 Weighted-average remaining lease term (years) - 0.08 Weighted-average discount rate - 8 % The Company had the following operating lease costs for the six months ended January 31, 2024 and 2023, respectively. Operating lease costs January 31, 2024 January 31, 2023 Amortization of right-of-use operating lease asset $ 278 $ 1,676 Lease liability expense in connection with obligation repayment 3 202 Total operating lease costs $ 281 $ 1,878 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 498 $ 2,798 Right-of-use asset obtained in exchange for new operating lease liability $ - $ - Student-Athlete Licensing Agreements The Company has entered into several agreements with student-athletes related to the sale of NFTs 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 January 31, 2024 and July 31, 2023, respectively, the Company owed a nominal amount to various student-athletes, which has been included as a component of accounts payable and accrued expenses in the consolidated balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of January 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended January 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated 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-K for the period ended July 31, 2023 filed with the SEC on November 1, 2023. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) |
Principles of Consolidation | Principles of Consolidation These unaudited 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 the Financial Accounting Standards Board’s (the “FASB”) 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 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. 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. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) 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, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At January 31, 2024 and July 31, 2023, 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” |
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 January 31, 2024 and July 31, 2023, 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 |
Goodwill and Impairment | Goodwill and Impairment In financial reporting, goodwill is not amortized, but is tested for impairment annually (each July 31) 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. Six Months Ended January 31, 2024 (Fiscal Year Ending July 31, 2024) There were no Fiscal Year Ended July 31, 2023 During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), goodwill of $ 2,943,874 |
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. Six Months Ended January 31, 2024 (Fiscal Year Ending July 31, 2024) There were no OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Fiscal Year Ended July 31, 2023 During the year ended July 31, 2023, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ 1,916,270 |
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 |
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 impairments recorded during the three and six months ended January 31, 2024 and 2023, 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, 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. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) 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. 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 10. |
Revenue Recognition | Revenue Recognition OpenLocker generates revenue from two main sources: our collectibles and sponsorship revenues. Revenue is recognized in accordance with ASC No. 606, “ Revenue from Contracts with Customers Collectibles 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 a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer. Payments from customers (all paid in cash) are received as follows: ● Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and ● PayPal payments are received same day. Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue). The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions. Sponsorships The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets. At January 31, 2024 and July 31, 2023, the Company had contract liabilities of $ 5,000 10,050 For the three months ended January 31, 2024 and 2023, the Company recognized $ 4,050 0 For the six months ended January 31, 2024 and 2023, the Company recognized $ 10,050 0 The following represents the Company’s disaggregation of revenues for the six months ended January 31, 2024 and 2023: Schedule of Disaggregation of Revenue Six Months Ended January 31, 2024 2023 Revenues Revenue % of Revenues Revenue % of Revenues Collectibles $ 6,260 38 % $ 11,089 100 % Sponsorships 10,050 62 % - 0 % Total Revenues $ 16,310 100 % $ 11,089 100 % |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold primarily includes web development and graphic design costs. |
Software Development Costs | Software Development Costs Internal-use software development costs are accounted for in accordance with ASC 350-40, “ Internal-Use Software 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 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 three months ended January 31, 2024 and 2023, the Company expensed $ 2,941 57,602 For the six months ended January 31, 2024 and 2023, the Company expensed $ 17,190 130,124 OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. 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 January 31, 2024 and July 31, 2023, 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 six months ended January 31, 2024 and the year ended July 31, 2023, 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. For the three months ended January 31, 2024 and 2023, the Company expensed $ 26,074 9,146 For the six months ended January 31, 2024 and 2023, the Company expensed $ 58,078 53,194 |
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. |
Stock Warrants | Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. |
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. 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. For the six months ended January 31, 2024 and 2023, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities January 31, 2024 January 31, 2023 Series A, convertible preferred stock ( 1 1,000 58,415,000 44,520,000 Stock options (exercise prices $ 0.12 0.70 2,342,539 1,110,830 Warrants (exercise price $ 1 1,425,000 - Total common stock equivalents 62,182,539 45,630,830 |
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. See Note 5. |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASUs”) to the ASC. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued 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. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Receivables (Topic 310) Financial Instruments – Credit Losses (Topic 326) OpenLocker Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 31, 2024 (Unaudited) |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no material effect on the unaudited consolidated results of operations, stockholders’ deficit, or cash flows. |
Organization, Nature of Opera_2
Organization, Nature of Operations and Going Concern (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiary | The parent (OpenLocker Holdings, Inc.) and its subsidiaries are organized as follows: Schedule of Subsidiary Company Name Incorporation Date State of Incorporation OpenLocker Holdings, Inc.* 1996 Delaware Descrypto, Inc. 2017 Delaware Descrypto Studio, LLC 2022 Wyoming Open Locker, Inc. (“OL”) 2021 Delaware * Formerly known as Descrypto Holdings, Inc., entity changed name on December 5, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the six months ended January 31, 2024 and 2023: Schedule of Disaggregation of Revenue Six Months Ended January 31, 2024 2023 Revenues Revenue % of Revenues Revenue % of Revenues Collectibles $ 6,260 38 % $ 11,089 100 % Sponsorships 10,050 62 % - 0 % Total Revenues $ 16,310 100 % $ 11,089 100 % |
Schedule of Potentially Dilutive Equity Securities | For the six months ended January 31, 2024 and 2023, the Company had the following potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities January 31, 2024 January 31, 2023 Series A, convertible preferred stock ( 1 1,000 58,415,000 44,520,000 Stock options (exercise prices $ 0.12 0.70 2,342,539 1,110,830 Warrants (exercise price $ 1 1,425,000 - Total common stock equivalents 62,182,539 45,630,830 |
Website (Tables)
Website (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Company’s Website | The Company’s website consisted of the following: Schedule of Company’s Website January 31, 2024 July 31, 2023 Estimated Useful Lives (Years) Website $ 10,836 $ 10,836 3 Accumulated amortization 9,519 7,935 Website - net $ 1,317 $ 2,901 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following represents a summary of the Company’s notes payable at January 31, 2024 and July 31, 2023: Schedule of Notes Payable Issue Date Maturity Date Interest Rate Default Interest Rate Collateral January 31, 2024 July 31, 2023 August 2023 August 2024 10 % 20 % Unsecured $ 150,000 $ - November 2023 November 2024 10 % 20 % Unsecured 50,000 - (1) December 2023 December 2024 10 % 20 % Unsecured 25,000 - (2) 225,000 - Less: unamortized debt discount (16,417 ) - Notes payable - net $ 208,583 $ - (1) In connection with the issuance of this $ 50,000 100,000 21,890 0.2189 (2) In connection with the issuance of this $ 25,000 125,000 25,000 0.2000 |
Schedule of Activity Related Note Payable | The Company had the following activity related to its notes payable during the six months ended January 31, 2024: Schedule of Activity Related Note Payable Balance - July 31, 2023 $ - Proceeds 225,000 Stock issued as debt discount (46,890 ) Amortization of debt discount 5,473 Balance - January 31, 2024 $ 183,583 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Notes Payable Related Parties | |
Schedule of Notes Payable Related Parties | The following represents a summary of the Company’s notes payable – related parties at January 31, 2024 and July 31, 2023: Schedule of Notes Payable Related Parties Issue Date Maturity Date Interest Rate Default Interest Rate Collateral Related Party January 31, 2024 July 31, 2023 August 2023 August 2024 10 % 20 % Unsecured Chief Executive Officer/Director $ 40,000 $ - August 2023 August 2024 10 % 20 % Unsecured President/Director 40,000 - $ 80,000 $ - |
Schedule of Activity Related to Note Payable Related Parties | The Company had the following activity related to its note payable – related parties during the six months ended January 31, 2024: Schedule of Activity Related to Note Payable Related Parties Balance - July 31, 2023 $ - Proceeds 80,000 Balance - January 31, 2024 $ 80,000 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option | Stock option transactions for the six months ended January 31, 2024 and the year ended July 31, 2023 are summarized as follows: Schedule of Stock Option Weighted Weighted Average Weighted Average Number Average Remaining Aggregate Grant Stock Options of Options Exercise Price Contractual Term (Years) Intrinsic Value Date Fair Value Outstanding - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Exercisable - July 31, 2022 864,489 $ 0.14 9.84 $ 479,539 $ - Granted 1,478,050 $ 0.14 - $ 0.68 Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - July 31, 2023 2,342,539 $ 0.49 8.98 $ 142,029 $ - Exercisable - July 31, 2023 2,219,368 $ 0.48 8.98 $ 142,029 $ - Granted - $ - - - $ - Exercised - $ - - - $ - Cancelled/Forfeited - $ - - - $ - Outstanding - January 31, 2024 2,342,539 $ 0.49 8.48 $ 69,396 $ - Exercisable - January 31, 2024 2,342,539 $ 0.49 8.48 $ 69,396 $ - Unvested - January 31, 2024 - $ - - $ - $ - |
Schedule of Stock Option Fair Value | Fair value was based upon the following management estimates: Schedule of Stock Option Fair Value Expected term (years) 5 Expected volatility 274 Expected dividends 0 Risk free interest rate 2.98 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Warrants | |
Schedule of Warrants | Warrant activity for the six months ended January 31, 2024 and the year ended July 31, 2023 is summarized as follows: Schedule of Warrants Weighted Weighted Average Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding - July 31, 2022 - $ - - $ - Exercisable - July 31, 2022 - $ - - $ - Granted 1,425,000 $ 1.00 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Exercisable - July 31, 2023 1,425,000 $ 1.00 4.66 $ - Granted - $ - - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - January 31, 2024 1,425,000 $ 1.00 4.16 $ - Exercisable - January 31, 2024 1,425,000 $ 1.00 4.16 $ - Unvested - January 31, 2024 - $ - - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
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 January 31, 2024 and July 31, 2023: Schedule of Operating Lease Assets and Liabilities January 31, 2024 July 31, 2023 Assets Operating lease - right-of-use asset - non-current $ - $ 278 Liabilities Operating lease liability $ - $ 498 Weighted-average remaining lease term (years) - 0.08 Weighted-average discount rate - 8 % The Company had the following operating lease costs for the six months ended January 31, 2024 and 2023, respectively. Operating lease costs January 31, 2024 January 31, 2023 Amortization of right-of-use operating lease asset $ 278 $ 1,676 Lease liability expense in connection with obligation repayment 3 202 Total operating lease costs $ 281 $ 1,878 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 498 $ 2,798 Right-of-use asset obtained in exchange for new operating lease liability $ - $ - |
Schedule of Subsidiary (Details
Schedule of Subsidiary (Details) | 6 Months Ended | |
Jan. 31, 2024 | ||
Entity incorporation, date of incorporation | 1996 | [1] |
Entity incorporation, state or country code | DE | [1] |
Subsidiaries [Member] | ||
Entity incorporation, date of incorporation | 2017 | |
Entity incorporation, state or country code | DE | |
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 | |
Entity incorporation, state or country code | DE | |
[1]Formerly known as Descrypto Holdings, Inc., entity changed name on December 5, 2022. |
Organization, Nature of Opera_3
Organization, Nature of Operations and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2024 | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ 141,005 | $ 471,973 | $ 761,097 | $ 565,706 | $ 612,978 | $ 1,326,803 | ||
Net cash provided by used in operating activities | 298,115 | 509,809 | ||||||
Accumulated deficit | 10,747,065 | 10,747,065 | $ 10,134,087 | |||||
Stockholders' equity | 377,502 | $ 283,387 | $ (5,169,439) | $ (5,430,686) | 377,502 | $ (5,169,439) | 97,676 | $ (5,719,109) |
Working capital | 378,819 | 378,819 | ||||||
Cash | $ 22,424 | $ 22,424 | $ 15,539 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Product Information [Line Items] | ||||
Total Revenues | $ 7,729 | $ 5,949 | $ 16,310 | $ 11,089 |
Percentage of revenue | 100% | 100% | ||
Collectibles [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | 3,679 | 5,949 | $ 6,260 | $ 11,089 |
Percentage of revenue | 38% | 100% | ||
Sponsorship [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | $ 4,050 | $ 10,050 | ||
Percentage of revenue | 62% | 0% |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Equity Securities (Details) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Jul. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | ||
Warrant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants exercise price | 1 | |
Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | 0.12 | |
Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock option exercise price | $ 0.70 | |
Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion stock shares converted | 1,000 | |
Series A Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Conversion stock shares converted | 1 | 1 |
Schedule of Potentially Dilut_2
Schedule of Potentially Dilutive Equity Securities (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 62,182,539 | 45,630,830 | |
Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 58,415,000 | 44,520,000 | 58,415,000 |
Share-Based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 2,342,539 | 1,110,830 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 1,425,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
FDIC amount | $ 250,000 | $ 250,000 | |||
Goodwill impairment | 0 | 0 | $ 2,943,874 | ||
Impairment of intangible assets | 0 | 0 | 1,916,270 | ||
Impairment of long-lived assets | 0 | 0 | |||
Contract liabilities | 5,000 | 5,000 | $ 10,050 | ||
Sponsorship revenue | $ 7,729 | $ 5,949 | $ 16,310 | $ 11,089 | |
Estimated useful life | 3 years | 3 years | |||
Software development cost | $ 2,941 | 57,602 | $ 17,190 | 130,124 | |
Marketing and advertising costs | $ 26,074 | 9,146 | $ 58,078 | 53,194 | |
Software Development [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 3 years | 3 years | |||
Software Development [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 5 years | 5 years | |||
Sponsorship [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Sponsorship revenue | $ 4,050 | $ 10,050 |
Schedule of Company_s Website (
Schedule of Company’s Website (Details) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Website | $ 10,836 | $ 10,836 |
Estimated Useful Lives (Years) | 3 years | |
Accumulated amortization | $ 9,519 | 7,935 |
Website - net | $ 1,317 | $ 2,901 |
Website (Details Narrative)
Website (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Amortization expense | $ 792 | $ 792 | $ 1,584 | $ 1,584 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - Nonrelated Party [Member] - USD ($) | 6 Months Ended | |||
Jan. 31, 2024 | Jul. 31, 2023 | |||
Short-Term Debt [Line Items] | ||||
Notes payable | $ 225,000 | |||
Debt instrument unamortized discount | (16,417) | |||
Note payable - net | $ 208,583 | |||
August 2023 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | August 2023 | |||
Maturity Date | August 2024 | |||
Interest Rate | 10% | |||
Default Interest Rate | 20% | |||
Collateral | Unsecured | |||
Notes payable | $ 150,000 | |||
November 2023 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | [1] | November 2023 | ||
Maturity Date | [1] | November 2024 | ||
Interest Rate | [1] | 10% | ||
Default Interest Rate | [1] | 20% | ||
Collateral | [1] | Unsecured | ||
Notes payable | [1] | $ 50,000 | ||
December 2023 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | December 2023 | |||
Maturity Date | December 2024 | |||
Interest Rate | 10% | |||
Default Interest Rate | 20% | |||
Collateral | Unsecured | |||
Notes payable | $ 25,000 | [2] | ||
[1]In connection with the issuance of this $ 50,000 100,000 21,890 0.2189 25,000 125,000 25,000 0.2000 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details)(Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2024 | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | |
Short-Term Debt [Line Items] | |||||
Number of stock issued, value | $ 202,679 | $ 224,100 | $ 52,000 | ||
Stock issued as debt discount | $ 46,890 | ||||
Nonrelated Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Number of stock issued, value | $ 50,000 | ||||
Stock issued as debt discount | $ 46,890 | ||||
Nonrelated Party [Member] | November 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Number of stock issued, shares | 100,000 | ||||
Stock issued as debt discount | $ 21,890 | ||||
Share price | $ 0.2189 | $ 0.2189 | |||
Nonrelated Party [Member] | December 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Number of stock issued, value | $ 25,000 | ||||
Number of stock issued, shares | 125,000 | ||||
Stock issued as debt discount | $ 25,000 | ||||
Share price | $ 0.2000 | $ 0.2000 |
Schedule of Activity Related No
Schedule of Activity Related Note Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Proceeds | $ 225,000 | |||
Stock issued as debt discount | $ (46,890) | |||
Amortization of debt discount | 5,473 | 5,473 | ||
Nonrelated Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Balance beginning | ||||
Proceeds | 225,000 | |||
Stock issued as debt discount | (46,890) | |||
Amortization of debt discount | 5,473 | |||
Balance ending | $ 183,583 | $ 183,583 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2024 | Jul. 31, 2023 | |
Chief Executive Officer And Director [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Issue Date | August 2023 | |
Maturity Date | August 2024 | |
Interest Rate | 10% | |
Default Interest Rate | 20% | |
Collateral | Unsecured | |
Notes payable | $ 40,000 | |
President And Director [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Issue Date | August 2023 | |
Maturity Date | August 2024 | |
Interest Rate | 10% | |
Default Interest Rate | 20% | |
Collateral | Unsecured | |
Notes payable | $ 40,000 | |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | $ 80,000 |
Schedule of Activity Related to
Schedule of Activity Related to Note Payable Related Parties (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Proceeds | $ 225,000 | |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Balance beginning | ||
Proceeds | 80,000 | |
Balance ending | $ 80,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |||||
Common stock, shares issued | 41,604,650 | 40,675,006 | |||||
Common stock, shares outstanding | 41,604,650 | 40,675,006 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Dilutive equity securities shares | 62,182,539 | 45,630,830 | |||||
Number of shares issued, value | $ 25,000 | $ 50,000 | |||||
Common stock issued for services | $ 202,679 | $ 224,100 | $ 52,000 | ||||
Issued price per share | $ 0.40 | ||||||
Stock issued during period value new issues | $ 4,160 | $ 4,071 | |||||
Number of warrants issued | 1,425,000 | ||||||
Third Parties [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for services, shares | 704,644 | 655,000 | |||||
Common stock issued for services | $ 202,679 | $ 302,350 | |||||
Third Parties [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.2479 | $ 0.35 | |||||
Third Parties [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.44 | $ 0.498 | |||||
Officers and Directors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 22,895 | ||||||
Number of shares issued, value | $ 15,264 | ||||||
Issued price per share | $ 0.6667 | ||||||
Related party transaction expenses | $ 2,116 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion stock shares converted | 1,000 | ||||||
Number of shares issued | 62,500 | 125,000 | 225,000 | 1,637,500 | |||
Number of shares issued, value | $ 6 | $ 12 | $ 46,890 | ||||
Common stock issued for services, shares | 704,644 | 450,000 | 130,000 | ||||
Common stock issued for services | $ 71 | $ 45 | $ 13 | ||||
Stock issued during period value new issues | $ 370,000 | ||||||
Common Stock [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.20 | ||||||
Common Stock [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued price per share | $ 0.40 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 1,425,000 | ||||||
Number of shares issued, value | $ 285,000 | ||||||
Issued price per share | $ 0.20 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dilutive equity securities shares | 58,415,000 | 44,520,000 | 58,415,000 | ||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |||||
Common stock, shares issued | 41,604,650 | 40,675,006 | |||||
Common stock, shares outstanding | 41,604,650 | 40,675,006 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock voting rights | Voting at 1 vote per share | 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, shares issued | 58,415 | 35,520 | |||||
Preferred stock, shares outstanding | 58,415 | 35,520 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Conversion stock shares converted | 1 | 1 | |||||
Preferred stock voting rights | Voting on an if converted basis of 1,000 votes per share | Voting on an if converted basis of 1,000 votes per share | |||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion stock shares converted | 1,000 | 1,000 |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Impairment of intangible assets | $ 1,916,270 | ||||
Amortization expense | $ 82,126 | $ 164,252 |
Schedule of Stock Option (Detai
Schedule of Stock Option (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jan. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of options, beginning outstanding balance | 2,342,539 | 864,489 | ||
Weighted average exercise price, beginning balance | $ 0.49 | $ 0.14 | ||
Weighted average remaining contractual term (years), exercisable ending | 8 years 5 months 23 days | 8 years 11 months 23 days | 9 years 10 months 2 days | |
Aggregate intrinsic value outstanding, beginning balance | $ 142,029 | $ 479,539 | ||
Weighted average grant date fair value, outstanding beginning | ||||
Number of options, beginning exercisable balance | 2,219,368 | 864,489 | ||
Weighted average exercise price, exercisable, beginning balance | $ 0.48 | $ 0.14 | ||
Aggregate intrinsic value exercisable, beginning balance | $ 142,029 | $ 479,539 | ||
Weighted average grant date fair value, exercisable beginning | ||||
Number of options, granted | 1,478,050 | 1,478,050 | ||
Weighted average exercise price, granted | $ 0.14 | |||
Aggregate intrinsic value, granted | ||||
Weighted average grant date fair value, granted | $ 0.68 | |||
Number of options, exercised | ||||
Weighted average exercise price, exercised | ||||
Aggregate intrinsic value, exercised | ||||
Weighted average grant date fair value, exercised | ||||
Number of options, cancelled/Forfeited | ||||
Weighted average exercise price, cancelled/Forfeited | ||||
Aggregate intrinsic value, cancelled/Forfeited | ||||
Weighted average grant date fair value, cancelled/forfeited | ||||
Weighted average remaining contractual term (years), outstanding ending | 8 years 5 months 23 days | 8 years 11 months 23 days | ||
Number of options, ending outstanding balance | 2,342,539 | 2,342,539 | 864,489 | |
Weighted average exercise price, ending balance | $ 0.49 | $ 0.49 | $ 0.14 | |
Aggregate intrinsic value outstanding, ending balance | $ 69,396 | $ 142,029 | $ 479,539 | |
Weighted average grant date fair value, outstanding ending | ||||
Number of options, ending exercisable balance | 2,342,539 | 2,219,368 | 864,489 | |
Weighted average exercise price, exercisable, ending balance | $ 0.49 | $ 0.48 | $ 0.14 | |
Aggregate intrinsic value exercisable, ending balance | $ 69,396 | $ 142,029 | $ 479,539 | |
Weighted average grant date fair value, exercisable ending | ||||
Number of options, ending unvested balance | ||||
Weighted average exercise price, unvested, ending balance | ||||
Aggregate intrinsic value unvested, ending balance | ||||
Weighted average grant date fair value, unvested ending |
Schedule of Stock Option Fair V
Schedule of Stock Option Fair Value (Details) | 6 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Expected term (years) | 5 years |
Expected volatility | 274% |
Expected dividends | 0% |
Risk free interest rate | 2.98% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options granted | 1,478,050 | 1,478,050 | |||||
Exercise price | $ 0.40 | ||||||
Fair value, options granted | $ 1,003,002 | ||||||
Compensation expense | $ 0 | $ 250,750 | $ 83,583 | $ 417,917 | |||
Number of options outstanding | 2,342,539 | 2,342,539 | 2,342,539 | 864,489 | |||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of options outstanding | 123,171 | 123,171 | |||||
Number of options, vested | 1,478,050 |
Schedule of Warrants (Details)
Schedule of Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Jul. 31, 2023 | |
Warrants | ||
Number of Warrants, Outstanding, Beginning Balance | 1,425,000 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | ||
Aggregate Intrinsic Value, Outstanding, Beginning balance | ||
Number of options, Beginning exercisable balance | 1,425,000 | |
Weighted Average Exercise Price, Exercisable, Beginning Balance | $ 1 | |
Aggregate Intrinsic Value, Exercisable, Beginning Balance | ||
Number of Warrants, Granted | 1,425,000 | |
Weighted Average Exercise Price, Granted | $ 1 | |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Cancelled/Forfeited | ||
Weighted Average Exercise Price, Cancelled/Forfeited | ||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 1 | |
Weighted Average Remaining Contractual Term (Years), Outstanding ending | 4 years 1 month 28 days | 4 years 7 months 28 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 28 days | 4 years 7 months 28 days |
Number of Warrants, Outstanding, Ending Balance | 1,425,000 | 1,425,000 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 1 | $ 1 |
Aggregate Intrinsic Value, Outstanding, Ending balance | ||
Number of options, Ending exercisable balance | 1,425,000 | 1,425,000 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ 1 | $ 1 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | ||
Number of warrants, Ending unvested balance | ||
Weighted Average Exercise Price, Unvested, Ending Balance | ||
Aggregate Intrinsic Value Unvested, Ending Balance |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jul. 31, 2023 | Sep. 30, 2022 | Jul. 31, 2022 | |
Shares issued value | $ 25,000 | $ 50,000 | ||||
Share price | $ 0.40 | |||||
Shares received | 1,425,000 | 1,425,000 | ||||
Exercisable price | $ 1 | $ 1 | ||||
Warrant [Member] | ||||||
Stock issued for cash, shares | 1,425,000 | |||||
Shares issued value | $ 285,000 | |||||
Share price | $ 0.20 | |||||
Common Stock [Member] | ||||||
Stock issued for cash, shares | 62,500 | 125,000 | 225,000 | 1,637,500 | ||
Shares issued value | $ 6 | $ 12 | $ 46,890 | |||
Shares received | 1,425,000 | |||||
Expiration period | 5 years | |||||
Exercisable price | $ 1 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 6 Months Ended | 15 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | |
Assets | ||||
Operating lease - right-of-use asset - non-current | $ 278 | |||
Liabilities | ||||
Operating lease liability | $ 498 | |||
Weighted-average remaining lease term (years) | 29 days | |||
Weighted-average discount rate | 8% | |||
Amortization of right-of-use operating lease asset | $ 278 | $ 1,676 | ||
Lease liability expense in connection with obligation repayment | 3 | 202 | ||
Total operating lease costs | 281 | 1,878 | ||
Operating cash outflows from operating lease (obligation payment) | 498 | 2,798 | $ 7,500 | |
Right-of-use asset obtained in exchange for new operating lease liability |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | 15 Months Ended | ||
May 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease initial term | 2 years | |||
Lease expense, per month | $ 500 | |||
Operating lease payments | $ 498 | $ 2,798 | $ 7,500 |