EQUITY

6 Months Ended

Jan. 31, 2022

Equity [Abstract]

EQUITY

NOTE 4 – EQUITY

Authorized

On November 18, 2021, the Company filed Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Nevada to authorize one billion (1,000,000,000) shares of common stock having a par value of $0.001 per share, and thirty million (30,000,000) shares of preferred stock having a par value of $0.001 per share. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.

Preferred Stock

The Company has designated one series of preferred stock, which is known as the Series A Preferred Stock (the “Series A Preferred”). The Board has authorized the issuance of 10,000,000 shares of Series A Preferred. The Series A Preferred Stock has the following rights and preferences: 

Dividends: Holders of Series A Preferred Stock are entitled to receive (a) dividends at a rate per annum to 3.5% plus all accrued and unpaid dividends that are payable on such share of Series A Preferred Stock, in each case as adjusted for any stock dividends, splits, combinations, and similar events, or (b) participating dividends of the same type as dividends or other distributions, whether cash, in-kind or other property payable or to be made on outstanding shares of Common Stock.

Liquidation Preference: The holders of Series A Preferred Stock have the first equitable right of distribution in the event of liquidation or winding up of the Company.

Voting Rights: The holders of Series A Preferred Stock have the voting rights equal to 100 votes per share on all matters submitted to a vote of the stockholders of the Corporation.

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock at the option of the holder thereof.

Mandatory Conversion Right: The Company has the right to convert each share of Series A Preferred Stock into 100 shares of Common Stock at any time.

On September 24, 2021, the Company issued 33,334 shares of Series A Preferred Stock valued at $344,835 as part of the change of control and disposition of subsidiary (see Note 1). As a result, the Company realized a gain on deconsolidation of our subsidiary and settlement of debt of $2,323,897 which we recognized as part of additional paid in capital.

As of January 31, 2022 and July 31, 2021, 33,334 and 0 shares of Preferred Stock were issued and outstanding, respectively.

Common Stock

The Company has authorized 1,000,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the six months ended January 31, 2022, the Company issued 90,258 shares of common stock as follows:

· On October 18, 2021, the Company announced a private placement (i) 1,250,000 shares of common stock at price of $2.00 per share, (ii) warrants to purchase 1,000,000 shares of common stock (iii) Series A and B Convertible Bonds to purchase 1,000,000 shares of common stock and (iv) Series A Convertible Debentures to purchase 900,000 shares of common stock. The total offering was $9,500,100.

· Pursuant to private offering date October 18, 2021, the Company issued 90,000 shares of common stock at price of $2.00 per share in cash during the six months ended January 31, 2022.

· 258 shares were issued for fractional share adjustments, resulting from the reverse stock split.

As of January 31, 2022 and July 31, 2021, the Company had 2,068,958 and 1,978,700 shares of common shares issued and outstanding, respectively.

Warrants

Pursuant to a private placement offering, the Company issued sixteen (16) Series A Warrants for $16, to related parties, which was assigned a value of $180,209 and was recorded as debt discount to convertible notes payable. The debt discount is amortized over the term of convertible notes payable. These Warrants were issued in conjunction with additional debt investments made by the recipients.

Each Series A Warrant is for the purchase of 10,000 shares of common stock at a price of $1.00 to $2.00 per share, which may be exercised for a period of 24 months beginning January 1, 2022 and ending December 31, 2023 at a strike price of $1.00 per share and a next period of 12 months beginning January 1, 2024 and ending December 31, 2024 at price of $2.00 per share. Unexercised Warrants shall expire on January 1, 2025.

All warrants issued were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

	January 31,
	2022
Exercise price	$	1.00 - 2.00
Expected term		2 years
Expected average volatility		83%
Expected dividend yield		–
Risk-free interest rate		0.53%

A summary of warrant activity during the six months ended January 31, 2022 is as follows:

	Warrants Outstanding
			Weighted Average		Weighted Average Remaining
	Number of warrants		Exercise Price		Contractual life (in years)
Outstanding, July 31, 2021		–	$	–		–
Granted		160,000		1.00		2.00
Exercised		–		–		–
Forfeited/canceled		–		–		–
Outstanding, January 31, 2022		160,000	$	1.00		1.79
Exercisable, January 31, 2022		160,000	$	1.00		1.79

The intrinsic value of the warrants as of January 31, 2022, is $0.