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STOCKHOLDERS' DEFICIENCY
3 Months Ended
Oct. 31, 2020
Equity [Abstract]  
STOCKHOLDERS' DEFICIENCY

9. STOCKHOLDERS’ EQUITY (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 the subscriptions receivable aggregating $150,000 for 5,023,800 shares of common stock were paid in April 2020. The remaining $550,000 of subscriptions receivable from Blue Scout Enterprises LLC ("Blue Scout"), a related party, to purchase 11,000,000 shares of common stock was presented as a reduction to stockholders' deficiency in the accompanying consolidated balance sheet at July 31, 2020.

 

The $550,000 subscription receivable from Blue Scout 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 October 31, 2020 that had not been recognized by the Company was $7,753.

 

On August 24, 2020, a principal payment of $17,400 was received with respect to the $550,000 common stock subscription receivable, as a result of which 348,000 shares of common stock were issued.

 

On September 2, 2020, a principal payment of $20,000 was received with respect to the $550,000 common stock subscription receivable, as a result of which 400,000 shares of common stock were issued.

 

On September 16, 2020, a principal payment of $30,000 was received with respect to the $550,000 common stock subscription receivable, as a result of which 600,000 shares of common stock were issued.

 

On October 14, 2020, Blue Scout entered into assignment agreements with its respective LLC members to distribute such equity interests through note agreements secured by the underlying common shares, based on the original purchase price of $0.05 per share. As a result of this distribution of equity interests in the subscription receivable, a director of the Company and an employee of the Company received 1,000,000 shares and 400,000 shares, respectively.

 

During the three months ended October 31, 2020, the Company sold 12,200,000 shares of common stock to existing shareholders at $0.05 per share for total proceeds of $610,000.

 

On September 30, 2020, the Company sold 1,000,000 shares of common stock to an unrelated party at $0.05 per share for total proceeds of $50,000.

 

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