Stockholders’ Equity (Deficit)

12 Months Ended

Jul. 31, 2023

Equity [Abstract]

Stockholders’ Equity (Deficit)

Note 5 – Stockholders’ Equity (Deficit)

The Company has two (2) classes of stock at July 31, 2023 and 2022:

Class A Common Stock

- 10,000,000,000 shares authorized

- Par value - $0.0001

- Voting at 1 vote per share

Series A Preferred Stock

- 200,000 shares authorized

- 58,415 and 35,520 issued and outstanding, respectively

- Par value - $0.0001

- Conversion ratio – 1 share of Series A converts into 1,000 shares of common stock (58,415,000 and 35,520,000 shares, respectively)

- Voting on an if converted basis of 1,000 votes per share

- Eligible for dividends/distributions if declared by the Board of Directors

- Liquidation preference - none

Equity Transactions for the Year Ended July 31, 2023

Stock Issued for Cash – Related Parties

The Company issued 22,895 shares of preferred stock to certain officers and directors for $15,264 ($0.6667/share).

Stock Issued for Cash

The Company issued 1,637,500 shares of common stock for $370,000 ($0.20 - $0.40/share).

Also see Note 9 for warrants issued in connection with the sale of certain common stock units, which consisted of 1,425,000 shares of common stock and 1,425,000 warrants.

Stock Issued for Services

The Company issued 655,000 shares of common stock for services rendered, having a fair value of $302,350 ($0.35 - $0.498/share), based upon the quoted closing trading price.

Contributed Capital – Related Parties

Certain officers and directors contributed $2,116 on behalf of the Company for operating expenses.

OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2023 AND 2022

Equity Transactions for the Year Ended July 31, 2022

Preferred Stock Buy-Backs

The Company agreed to repurchase common stock from certain shareholders. The Company purchased 142,080 shares at $0.0001/share for a net amount of $3. The shares were cancelled and are available for future issuances.

Common Stock Buy-Backs

The Company agreed to repurchase common stock from certain shareholders. The Company purchased 240,814,962 shares ranging from $0.00001 - $0.000001/share for a net amount of $935. The shares were cancelled and are available for future issuances.

Stock Issued in Conversion of Notes Payable and Accrued Interest – Related Parties

The Company issued 135,450 shares of common stock, having a fair value of $106,274 ($0.70 - $0.87/share), based upon the quoted closing trading price, in connection with the conversion of notes payable and related accrued interest totaling $54,180, resulting in a loss on debt extinguishment of 52,094. See Note 4.

Stock Issued for Cash

The Company issued 182,978,736 shares of common stock for $828,096 ($0.0001 – $0.40/share).

Forgiveness of Notes Payable and Accrued Interest – Related Parties

Certain debt holders forgave notes payable and related accrued interest totaling $155,743 (principal of $112,167 and accrued interest of $43,576). The Company recorded an increase to additional paid in capital related to the debt forgiveness.

Share Exchange Agreement – Related Parties

In January 2022, the Company issued 88,800 shares of Series A preferred stock to American Capital Ventures, Inc. (“ACV”) in exchange for 88,800,191 shares of common stock, having a fair value of $8,880 ($0.0001/share). Howard Gostfrand is ACV’s President and has voting and dispositive power over the shares held by ACV. Mr. Gostfrand is the Company’s Chief Executive Officer, Principal Financial Officer and Director, and is a significant stockholder of the Company.

In January 2022, the Company issued 88,800 shares of Series A preferred stock to Leone Capital Group LLC (“Leone”) in exchange for 88,800,191 shares of common stock, having a fair value of $8,880 ($0.0001/share). Laura Anthony is the Managing Member of Leone and has voting and dispositive power over the shares held by Leone. Ms. Anthony is the Company’s President, Secretary and Chairperson of the Board, and is a significant stockholder of the Company.

OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2023 AND 2022

Stock Issued for Services

On July 30, 2021, the Company entered into an employment agreement with an officer of the Company to grant 0.5% of the outstanding common stock on that date (1,296,883 shares) to be earned over the following nine-month period beginning on August 1, 2021. These shares were fully earned in 2022.

The Company issued 1,645,042 shares of common stock for services rendered in settling the above stock grants to the former officers having a fair value of $1,525,637 based upon the quoted closing trading price on the modified grant dates.

In order to reflect the proper compensation related to these arrangements, the Company adjusted general and administrative expense by $1,545,936 to reflect the total fair value of the shares issued.