STOCKHOLDERS' DEFICIENCY	6 Months Ended
Jul. 31, 2020
Equity [Abstract]
STOCKHOLDERS' DEFICIENCY	11. STOCKHOLDERS’ DEFICIENCY Preferred Stock The Company is authorized to issue a total of 20,000,000 shares of preferred stock, par value $0.0001 per share. In conjunction with the reverse acquisition transaction (see Note 1), the Company recorded issued and outstanding preferred stock of Bio-Matrix consisting of 1,434 shares of Preferred Stock with a carrying value of $202 and 1,347 shares of Series B Preferred Stock with a carrying value of $72. The class of Non-Voting Preferred Stock, of which 200,000 shares, par value $1.00 per share, had been authorized, of which none were outstanding, were eliminated effective May 26, 2020. Common Stock The Company is authorized to issue a total of 200,000,000 shares of common stock, par value $0.0001 per share. During the period from February 11, 2020 (inception) through March 31, 2020, Rivulet Films entered into four common stock subscription agreements aggregating $700,000, three of which aggregating $150,000 for 5,023,800 shares of common stock, were paid in April 2020. The remaining $550,000 subscription receivable from a related party to purchase 11,000,000 shares of common stock has been presented as a reduction to stockholders’ deficiency in the accompanying consolidated balance sheet at July 31, 2020. The $550,000 subscription receivable from a related party dated February 11, 2020 for 11,000,000 shares of common stock is unsecured and provides for interest at 2% per annum, with interest and principle due on March 7, 2023. Interest income is being recognized on a cash basis as and when received by the Company. Interest income through July 31, 2020 that had not been recognized by the Company was $5,183. Effective February 11, 2020, Rivulet Films issued 600,000 shares of common stock to its controller in exchange for services rendered, which were recorded at their fair value of $17,914 (approximately $0.03 per share) and included in general and administrative expenses in the consolidated statement of operations for the period from February 11, 2020 (inception) through July 31, 2020. Fair value was determined by reference to contemporaneous arm’s-length securities transactions with unrelated parties. Effective April 13, 2020, the Company issued 62,531,965 shares of common stock in exchange for intellectual property (see Note 5) which was valued at its historical (predecessor) cost basis of $300 and included in other assets in the consolidated balance sheet at July 31, 2020. On June 12, 2020, in connection with the closing of the Maughan Music Group, LLC transaction, the Company issued 925,000 shares of common stock, which were valued at $115,532, based on the closing market price of the Company’s common stock of $0.1249 per share on the June 12, 2020 closing date. At July 31, 2020, based on the underlying structure of the transaction, the Company determined that the $115,532 of consideration paid in the form of common stock for the acquisition of Maughan Music Group, LLC had no future value and was thus charged to operations on such date. During June and July 2020, the Company sold 8,800,000 shares of common stock to unrelated parties at $0.05 per share for total proceeds of $440,000. Additional information with respect to shares of common stock issued is provided at Notes 1 and 5.

STOCKHOLDERS' DEFICIENCY

6 Months Ended

Jul. 31, 2020

11. STOCKHOLDERS’ DEFICIENCY

Preferred Stock

The Company is authorized to issue a total of 20,000,000 shares of preferred stock, par value $0.0001 per share.

In conjunction with the reverse acquisition transaction (see Note 1), the Company recorded issued and outstanding preferred stock of Bio-Matrix consisting of 1,434 shares of Preferred Stock with a carrying value of $202 and 1,347 shares of Series B Preferred Stock with a carrying value of $72.

The class of Non-Voting Preferred Stock, of which 200,000 shares, par value $1.00 per share, had been authorized, of which none were outstanding, were eliminated effective May 26, 2020.

Common Stock

The Company is authorized to issue a total of 200,000,000 shares of common stock, par value $0.0001 per share.

During the period from February 11, 2020 (inception) through March 31, 2020, Rivulet Films entered into four common stock subscription agreements aggregating $700,000, three of which aggregating $150,000 for 5,023,800 shares of common stock, were paid in April 2020. The remaining $550,000 subscription receivable from a related party to purchase 11,000,000 shares of common stock has been presented as a reduction to stockholders’ deficiency in the accompanying consolidated balance sheet at July 31, 2020.

The $550,000 subscription receivable from a related party dated February 11, 2020 for 11,000,000 shares of common stock is unsecured and provides for interest at 2% per annum, with interest and principle due on March 7, 2023. Interest income is being recognized on a cash basis as and when received by the Company. Interest income through July 31, 2020 that had not been recognized by the Company was $5,183.

Effective February 11, 2020, Rivulet Films issued 600,000 shares of common stock to its controller in exchange for services rendered, which were recorded at their fair value of $17,914 (approximately $0.03 per share) and included in general and administrative expenses in the consolidated statement of operations for the period from February 11, 2020 (inception) through July 31, 2020. Fair value was determined by reference to contemporaneous arm’s-length securities transactions with unrelated parties.

Effective April 13, 2020, the Company issued 62,531,965 shares of common stock in exchange for intellectual property (see Note 5) which was valued at its historical (predecessor) cost basis of $300 and included in other assets in the consolidated balance sheet at July 31, 2020.

On June 12, 2020, in connection with the closing of the Maughan Music Group, LLC transaction, the Company issued 925,000 shares of common stock, which were valued at $115,532, based on the closing market price of the Company’s common stock of $0.1249 per share on the June 12, 2020 closing date. At July 31, 2020, based on the underlying structure of the transaction, the Company determined that the $115,532 of consideration paid in the form of common stock for the acquisition of Maughan Music Group, LLC had no future value and was thus charged to operations on such date.

During June and July 2020, the Company sold 8,800,000 shares of common stock to unrelated parties at $0.05 per share for total proceeds of $440,000.

Additional information with respect to shares of common stock issued is provided at Notes 1 and 5.