Related Party Transactions

3 Months Ended

Oct. 31, 2021

Related Party Transactions

Note - 7 Related Party Transactions

7. Related Party Transactions

Controlling Shareholder

As of October 31, 2021, Alita Capital, Inc., together with its affiliates (collectively, “Alita”), is the controlling shareholder of the Company’s common stock, as Alita owns approximately 50% of our issued and outstanding common stock, Accordingly, Alita has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders, including the approval of any potential merger or sale of all or substantially all assets or segments of the Company, or the Company itself. Alita is controlled by Mr. Ron Loudoun, the Company’s Chief Executive Officer.

Alita is subject to certain restrictions under federal securities laws on sales of its shares as an affiliate. Should Alita sell or otherwise dispose of all or a portion of its position in the Company, a change in ownership and control of the Company could occur. A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of the Company’s net operating losses (“NOLs”) for federal and state income tax purposes. Furthermore, a change of control could trigger the change of control provisions in a number of our material agreements.

During the three months ended October 31, 2021, Alita made advances to the Company (including direct payments to vendors) and received reimbursements from the Company as follows:

Balance July 31, 2021	$	3,128,462
Advances		423,171
Reimbursements		(77,913	)
Balance October 31, 2021	$	3,473,720

The above balances as of October 31, 2021, and July 31, 2021, are presented in due to related parties on the condensed consolidated balance sheets presented herein. Imputed interest of $80,275 and $76,778 for the three months ended October 31, 2021, and 2020, respectively, has been recorded for the above related party debts with the offset to additional paid in capital.

Management Fees and accounts payable – related parties

For the three months ended October 31, 2021, and 2020, the Company recorded expenses to its officers and former officers in the following amounts:

	Three months ended October 31, 2021		Three months ended October 31, 2020
CEO, parent	$	90,000	$	22,500
Chief Technology Officer		7,500		7,500
Chief Financial Officer		22,500
Chief Project Manager		22,500
Chief Communications Manager		15,097
Chief Operating Officer		22,500		22,500
	$	180,097	$	52,500

For the three months ended October 31, 2021, the activity for expenses recognized expenses and payments to officers and former officers as follows:

	Balance at July 31, 2021			Additions		Payments		Balance at October 31, 2021
CEO, parent	$	180,000		$	90,000	$	-	$	270,000
Chief Technology Officer		(7,500	)		7,500		5,000		(5,000	)
Chief Operating Officer		113,679			22,500		28,500		107,679
Chief Financial Officer		-			22,500		4,250		18,250
Chief Project Manager		40,468			22,500		7,500		55,468
Chief Communications Officer		-			15,097		10,000		5,097
Former CEO, subsidiary		67,500			-		-		67,500
Former President, subsidiary		67,500			-		-		67,500
Former Chief Agricultural Officer, subsidiary		27,144			-		-		27,144
Former Director		35,000			-		-		35,000
	$	523,791		$	180,097	$	55,250	$	648,638

All of the above amounts are non-interest bearing, unsecured and due on demand, and are presented in accounts payable related parties on the condensed consolidated balance sheets presented herein.

Other

On September 21, 2020, the Company issued 50,000 shares of common stock in the aggregate to two relatives of our Chief Project Manager (the “CPM”) in exchange for production equipment, pursuant to a Stock Purchase Agreement dated September 3, 2020, with an effective date of January 31, 2020. The shares were valued at $51,500 based on OTC’s closing trade price on the date of the agreement (see Note 8).