Subsequent Events

12 Months Ended

Jul. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 11 – Subsequent Events

In September 2022, the Company granted 1,478,050, ten-year (10) options to an employee for services to be rendered during the period September 2022 - August 2023. These options vest ratably over a twelve-month (12) period. These options had an exercise price of $0.40/share.

Using the Black-Scholes option pricing model, the Company determined that the fair value of these options granted was $427,612.

Fair value was based upon the following management estimates:

Year Ended July 31, 2023
Expected term (years)	5
Expected volatility	274	%
Expected dividends	0	%
Risk free interest rate	2.98	%

On October 5, 2022, the Company entered into certain Subscription Agreements (each, a “Series A Subscription Agreement” and collectively, the “Series A Subscription Agreements”), dated as of October 5, 2022 by and between the Company and each of the following purchasers: Brian Klatsky, American Capital Ventures Inc. (“ACV”), and Leone Group LLC (“Leone”) (collectively, the “Series A Purchasers”). Pursuant to the terms of the Series A Subscription Agreements, the Company agreed to issue shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Shares”) to the Series A Purchasers.

Mr. Klatsky is a member of the Company’s Board of Directors, a significant stockholder of the Company and President of OpenLocker, Inc., a wholly owned operating subsidiary of the Company. Howard Gostfrand, Chief Executive Officer, Principal Financial Officer and director of the Company, is President and founder of ACV. Laura Anthony, President and Chairperson of the Company’s Board of Directors, is managing member of Leone.

Pursuant to the Series A Subscription Agreements, the Company issued an aggregate of 9,000 Series A Preferred Shares to the Series A Purchasers. Of this amount, the Company (i) issued 3,000 Series A Preferred Shares to ACV at a purchase price of $0.66666666 per share, for a total purchase price of $2,000, (ii) issued 3,000 Series A Preferred Shares to Leone at a purchase price of $0.66666666 per share, for a total purchase price of $2,000, and (iii) issued 3,000 Series A Preferred Shares to Brian Klatsky at a purchase price of $0.66666666 per share, for a total purchase price of $2,000. After giving effect to these issuances, the Company has 44,520 Series A Preferred Shares outstanding.