GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

For the Year Ended July 31, 2018 and 2017:

Our operating results for the year ended July 31, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:

		Years ended
		July 31,								Change
		2018				2017				Amount				Percentage
Operating income (loss)		$	(5,991,918	)		$	(421,366	)		$	(5,570,552	)			(1,322	)%
Other income (expense)		$	(147,482	)		$	35,658			$	(183,140	)			(514	)%
Net income (loss)		$	(6,139,400	)		$	(385,708	)		$	(5,753,692	)			(1,492	)%

		Years ended
		July 31,								Change
		2018				2017				Amount				Percentage
Professional fees		$	62,882			$	90,168			$	(27,286	)			(30	)%
Compensation			-				5,490				(5,490	)			(100	)%
Consulting fees			480,363				39,173				441,190				1,126	%
Payroll expense			61,705				-				61,705				100	%
General and administrative expenses			139,534				78,283				61,251				78	%
Impairment expense			5,222,000				197,761				5,024,239				2,541	%
Depreciation and amortization			25,434				10,491				14,943				142	%
Total operating expenses		$	5,991,918			$	421,366			$	5,570,552				1,322	%

Other Income (Expense)

The following table presents other income and expenses for the years ended July 31, 2018 and 2017:

		Years ended
		July 31,								Change
		2018				2017				Amount				Percentage
Gain/(loss) on change in derivative liability		$	86,444			$	(81,145	)		$	167,589				207	%
Gain/(loss) on settlement of debts			(132,234	)			202,621				(334,855	)			(165	)%
Gain on conveyance of liabilities to a related party			-				79,110				(79,110	)			(100	)%
Interest Expense			(101,692	)			(164,928	)			63,236				38	%
Total other income (expense)		$	(147,482	)		$	35,658			$	(183,140	)			(514	)%

Working Capital

The following table presents our working capital position as of July 31, 2018, and July 31, 2017:

		July 31,				July 31,				Change
		2018				2017				Amount				Percentage
Cash and cash equivalents		$	2,969			$	187			$	2,782				1,488	%
Current assets		$	2,969			$	78,952			$	(75,983	)		(96%)
Current liabilities			581,444				389,515				191,929				49	%
Working capital		$	(578,475	)		$	(310,563	)		$	(267,912	)		(86%)

The change in working capital during the year ended July 31, 2018, was primarily due to an decrease in current assets of $(75,938) and an increase in current liabilities of $191,929. Current assets decreased due to an decrease in prepaid expenses as of July 31, 2018. Current liabilities increased due to an increase in borrowing, which resulted in convertible notes payable of $100,000, advances from related parties of 159,566, notes payable of 76,200, derivative liability of $59,785, as compared to total current liabilities of $389,515 as of July 31, 2017. Cash increased as of July 31, 2018, by $2,782 to $2,969, primarily caused by increased debt borrows in the year ending July 31, 2018.

Cash Flow

We fund our operations with cash received from advances from officer’s and related parties, debt, and issuances of equity.

 The following tables presents our cash flow for the years ended July 31, 2018 and 2017:

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Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the year ended July 31, 2018.

For the years ended July 31, 2018, net cash flows used in operating activities consisted of a net loss of $6,139,400, reduced by depreciation of $25,464, stock-based compensation of $466,645, amortization of debt discount of $69,761, offset by a gain on change in derivative liabilities of $(86,444), loss on settlement of debts of $132,234, loss on impairment of assets of $5,222,000, and increased by a net increase in change of operating assets and liabilities of $109,314. For the year ended July 31, 2017, net cash flows used in operating activities consisted of a net loss of $385,708, reduced by depreciation of $10,491, stock-based compensation of $46,377, amortization of debt discount of $155,820, offset by a loss on change in derivative liabilities of $81,145, gain on settlement of debts of $197,761, loss on impairment of assets of $197,761, gain on conveyance of liabilities or $(79,110) and increased by a net increase in change of operating assets and liabilities of $18,656.

Cash Flows from Investing Activities

For the year ended July 31, 2018, net cashflows used in investing activities consisted of purchases of purchase of fixed assets of $532. For the year ending in July 31, 2017, net cashflows used in investing activities consisted of purchases of intangible assets of $5,062 and purchase of fixed assets of $20,000

Cash Flows from Financing Activities

For the year ended July 31, 2018, we received $65,000 from the sale of common stock and warrants, we received $186,660 from loans from related party, $58,000 from notes payable and used $104,381 for net repayments on related party debts and $11,800 for net repayments on notes payable. For the year ended July 31, 2017, we received $134,113 from loans from related party, $92,500 from convertible notes and used $49,938 for net repayments on related party debts.

Anticipated Cash Requirements

We estimate that our expenses to further implement our plan of operations over the next 12 months, will be approximately $3,810,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources. We further anticipate incurring additional costs and expenses for accounting, legal, and other miscellaneous fees relating to compliance with SEC requirements and the filing of the registration statement of which this prospectus forms a part.

Given that our cash needs are strongly driven by our growth requirements, we also intend to maintain a reserve sum for other risk contingencies that may arise.

We intend to meet our cash requirements for the next 12 months through the use of the cash we have on hand and through business operations, future equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any other arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

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Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Note 3, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements included in this Form 10, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s management has reviewed these critical accounting policies and related disclosures.

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents – For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term instruments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments – The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Revenue Recognition:

Product Sales – Revenues from the sale of products are recognized when title to the products are transferred to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive reasonably assured payments for products sold and delivered.

Costs of Revenue – Costs of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs is not a significant portion of the cost of revenue.

Goodwill and Intangible Assets – The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other.” According to this statement, goodwill and intangible assets with indefinite lives are no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value based test. Fair value for goodwill is based on discounted cash flows, market multiples and/or appraised values as appropriate. Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable cash flows.

Long-Lived Assets – In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Segment Reporting – Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core business.

Income Taxes – The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Stock-Based Compensation – The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

Earnings (Loss) Per Share – The Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10 “Earnings Per Share.” Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect.

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Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.

Item 3. Properties.

Currently the Company leases approximately 1,000 square feet shared mixed-use office and living space in San Diego, California, from our CEO, Mr. Romanek at a monthly rent of $3,500, The lease includes all utilities and is effective on a month to month basis.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following tables set forth, as of April 30, 2019, certain information concerning the beneficial ownership of our capital stock, including our common stock, and Series A Preferred Stock, and Series B Preferred Stock, by:

	·	each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;
	·	each director;
	·	each named executive officer;
	·	all of our executive officers and directors as a group; and
	·	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

As of April 30, 2019, the Company had authorized 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, with 3,000,000 shares of preferred stock designated as Series A Preferred Stock, and 165,000 shares of preferred stock designated as Series B Preferred Stock. There were 13,771,032 shares of common stock, 220,000 shares of Series A Preferred Stock, and 16,500 shares of Series B Preferred Stock outstanding as of April 30, 2019. Each share of Series A Preferred Stock is convertible into 100 shares of common stock, and each share entitles the holder thereof to 100 votes per share. Each share of Series B Preferred Stock is convertible one year following issuance at a variable conversion rate equal to the stated price of $1.00 divided by the prior day’s closing price of the Company’s common stock as quoted on the OTC Link, LLC operated by OTC Markets Group, Inc.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 30, 2019, are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities included in the below table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable, and their address is c/o the Company at 645 Front St., #2202, San Diego, California, 92101.

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(1) All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.

There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time, and due to its small size does not believe that committees are necessary at this time. As of the date of this Registration Statement, the Company’s Board fulfills the duties of an audit committee. None of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940.

Director and Officer Biographical Information

Brandon Romanek

Brandon Romanek’s background in brokerage firms, hedge funds, institutions, money management, and trading prepared him for the task of building THC Therapeutics. Beginning in 1999, Mr. Romanek traded with Wedbush, Merrill Lynch other brokerage firms using portfolio margin. Mr. Romanek has traded on many platforms including Real Tick, Sterling, LightSpeed, and Firetip. From 2002-2006, Mr. Romanek traded CFD’s with the CMC Markets in Toronto. From 2008, Mr. Romanek was a commodities trader in the precious metals markets. He was a broker dealer in physical metals from 2009-2011, mostly doing business with Amark, a publicly traded metals dealer. Mr. Romanek is also founder and CEO of SBR Asset Management. Mr. Romanek became the CEO and director of the Company in January of 2017, and he has not been the director of any other public company during the past five years. We believe that Mr. Romanek’s financial markets background makes him a valuable member of our Board of Directors.

Enzo Villani

Fiorenzo “Enzo” Villani has raised over $500 million in funding, completing M&A transactions and venture funding from private equity, venture capital funds, and the public markets during his career. He is also the founder and Managing Partner of Thrust Capital, Ltd. Previously, Mr. Villani was Managing Director, Strategy, for the NASDAQ, where he co-founded NASDAQ Global Corporate Solutions Group and where he completed the first two acquisitions to form the group. After spending six years at NASDAQ, he co-founded and became Chief Strategy Officer for a corporate communications investment fund, where he completed a $200 million strategic M&A roll-up of five Tier-1 communications firms, including DF King & Co. He has completed over 15 acquisitions over 6 continents. Mr. Villani was also CEO of Equities.com, the world’s largest middle-market and emerging growth company content publisher, growing the business 300% over three years. Mr. Villani is currently the Managing Partner at Transform Group, and Mr. Villani has lead companies that have serviced numerous public companies with digital investor relations, proxy solicitation, investor targeting, and shareholder communications. Mr. Villani holds an MBA from Cornell University. We believe that Mr. Villani’s financial and capital markets background makes him a valuable member of our Board of Directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

(1) had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

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(2) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;

(5) has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Item 6. Executive Compensation.

Summary Compensation Table

The following table sets forth, for the fiscal years ended July 31, 2018 and July 31, 2017, certain information regarding the compensation earned by the Company’s named executive officers.

(1)	Mr. Romanek was appointed as CEO of the Company on January 12, 2017.
(2)	Mr. Mann was the former CEO and CFO of the Company until January 12, 2017, when he resigned and Mr. Romanek was appointed as the sole officer and director of the Company.

Director Compensation

On April 25, 2019, Fiorenzo “Enzo” Villani was appointed a member of the Company’s Board of Directors.  The Company issued 13,000 shares of the Company’s Series A Preferred Stock to Mr. Villani in consideration of his appointment as a member of the Company’s Board of Directors. The shares were deemed fully earned at the date of grant. In accordance with ASC 820, the Company valued the shares issued based upon the unadjusted quoted prices of its common stock on the execution date of the agreement to which the preferred stock issued as consideration are convertible and determined the value to be $13.55 per common share or $1,355 per preferred share or $17,615,000.  He will also be issued 1,661 shares of the Company’s common stock per quarter beginning July 31, 2019.

No other directors receive compensation for serving as a Director of the Company.

Employment Agreements

Except for the following agreements, the Company does not have any written agreements with any of its executive officers or directors.

On November 1, 2017, we entered into an employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $78,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.

On February 1, 2019, we amended the employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $178,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred. Pursuant to the original and amended employment agreement, Mr. Romanek’s employment can be terminated by either the Company or Mr. Romanek at any time, but if the Company terminates Mr. Romanek for a reason other than total disability or “Cause” or if Mr. Romanek terminates his employment for “Good Reason” in the absence of Cause, then the Company is obligated to pay Mr. Romanek (i) a severance payment equal to 18 months’ salary plus one years’ incentive compensation bonus, and (ii) a pro rata portion of the bonus that Mr. Romanek would have received for the portion of the year that Mr. Romanek was employed, and any unvested equity compensation awards will immediately vest. “Cause” is generally defined as (i) willful failure to perform material duties, (ii) willful and gross misconduct, (iii) conviction or plea of no contest to the commission of a felony or any misdemeanor that is a crime of moral turpitude, (iv) breach of the non-competition, non-solicitation or confidentiality covenants in the employment agreement, or (v) any other willful act having the intended effect of injuring the reputation, business or business relationships of the Company or its affiliates. “Good Reason” is generally defined as a (i) a material reduction in the employee’s base salary or a material reduction in annual incentive compensation opportunity, in each case other than any isolated or inadvertent failure by Company that is not in bad faith and is cured within 30 business days after the employee gives Company notice of such event, (ii) a material diminution the employee’s title, duties and responsibilities, other than any isolated or inadvertent failure by Company that is not in bad faith and is cured within 30 business days after the employee gives Company notice of such event, (iii) a transfer of the employee’s primary workplace by more than 50 miles from his current workplace, or (iv) the failure of a successor to the Company to have assumed the employment agreement obligations in connection with any sale of the business. Finally, if there is a c hange of control of the Company (generally defined as the sale or other disposition of substantially all of the Company’s property, assets or business or a merger or similar transaction with another entity in which more than 50% of the voting power of the Company is disposed of), Mr. Romanek will have the option to terminate his employment, and such termination will be considered a termination by the Company for reasons other than Cause (meaning that Mr. Romanek would be entitled to the severance and prorated bonus described above, and any unvested equity compensation awards would immediately vest).

During the nine months ending April 30, 2019, the Company accrued $88,074 due to Mr. Romanek related to this agreement. As of April 30, 2019, Mr. Romanek has allowed the Company to defer all compensation earned to date related to his employment agreements totaling $149,780.

On April 25, 2019, the Company entered into a director agreement with Mr. Villani, with a term through the next annual meeting of the Company’s shareholders or Mr. Villani’s removal or resignation, and providing for the issuance of 13,000 shares of the Company’s Series A Preferred Stock to Mr. Villani at appointment, and 1,661 shares of the Company’s common stock per quarter beginning July 31, 2019. Pursuant to the director agreement with Mr. Villani, the Company cannot terminate the agreement with Mr. Villani without the approval of 75% of the members of the Company’s board of directors.

Stock Option Plan and other Employee Benefits Plans

The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

Overview of Compensation Program

We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

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Compensation Philosophy and Objectives

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative.

Role of Executive Officers In Compensation Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

In January of 2017, t he Company acquired the exclusive intellectual property rights to the dHydronator® sanitizing plant dryer with improved convection flow from the Company’s CEO and Director, Brandon Romanek. Mr. Romanek’s father, Harvey Romanek, irrevocably assigned those intellectual property rights to Mr. Romanek in 2016.

On January 13, 2017, the Company entered into a convertible promissory note with Harvey Romanek for $112,400 , the father of the Company’s Chief Executive Officer, Brandon Romanek , who assumed two outstanding Company promissory notes totaling $112,400. Interest under the convertible promissory note was 5% per annum, and the principal and all accrued but unpaid interest was due on January 13, 2018. The note wa s convertible at any time following the issuance date at noteholder’s option into shares of our common stock at a fixed conversion price of $0.001. On February 6, 2017, the note holder, Harvey Romanek, converted $10,000 of the principal of the note into 1,000,000 common shares of the Company at a conversion price of $0.10 /share . On April 28, 2017, the note holder forgave the remaining balance principal of $102,400 and accrued interest of $1,507 under the note .

On November 1, 2017, we entered into an employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $78,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.

On February 1, 2019, we amended the employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $178,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.

During the nine months ending April 30, 2019, the Company accrued $88,074 due to Mr. Romanek related to this agreement. As of April 30, 2019, Mr. Romanek has allowed the Company to defer all compensation earned to date related to his employment agreements totaling $149,780.

On April 25, 2019, Fiorenzo “Enzo” Villani was appointed a member of the Company’s Board of Directors, and entered into a director agreement with him.  The Company issued 13,000 shares of the Company’s Series A Preferred Stock to Mr. Villani in consideration of his appointment as a member of the Company’s Board of Directors and pursuant to the director agreement. The shares were deemed fully earned at the date of grant. In accordance with ASC 820, the Company valued the shares issued based upon the unadjusted quoted prices of its common stock on the execution date of the agreement to which the preferred stock issued as consideration are convertible and determined the value to be $13.55 per common share or $1,355 per preferred share or $17,615,000.  He will also be issued 1,661 shares of the Company’s common stock per quarter beginning July 31, 2019, pursuant to Company’s director agreement with Mr. Villani.

On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000 from Harvey Romanek, the father of the Company’s Chief Executive Officer, Brandon Romanek. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.

On June 15, 2019, the Company entered into an employment agreement with Joshua Halford, a business development analyst for the Company, with an employment term through Mr. Halford’s removal or resignation, and providing for compensation as follows: (i) the issuance of 3,000 shares of the Company’s Series A Preferred Stock to Mr. Halford upon signing, (ii) $3,000 in compensation every other week, payable at the Company’s election in cash or in the form of common stock registered with the SEC on Form S-8 with a 50% bonus for stock issuances made in lieu of cash payments at the time of issuance (for example, if the Company filed a registration statement on Form S-8 in the future, the Company could elect to pay Mr. Halford the $3,000 biweekly payment by issuing Mr. Halford $4,500 of S-8 registered Company common stock at the then-current common stock price instead of making a $3,000 cash payment to Mr. Halford), (iii) 10% sales commissions, and (iv) three-year warrants to purchase Company common stock as follows: 200,000 shares of common stock at $7.50/share, 500,000 shares of common stock at $10.00/share, and 500,000 shares at $15.00/share.

Advances from related parties for the years ending July 31, 2018 and 2017 

Our Chief Executive Officer and a shareholder, a relative of our Chief Executive Officer, have agreed to advance funds to the Company from time to time to support the ongoing operations of the Company. The advances are due within ten (10) days of demand and bear interest at 5% annually.

Advances from related parties consist of the following as of July 31, 2018:

The former sole officer and director of the Company advanced the Company $6,888 during the year ending July 31, 2017.

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Additional Advances from related parties during the nine months ending April 30, 2019 consists of the following:

Conveyance of assets to former officer

On March 14, 2012, the Company entered into a License Purchase Agreement with Kouei International, Inc. The Company acquired the exclusive rights in North America and Europe to use the Tyrolysis™ technology owned by Kouei Industries Co., Ltd. of Japan. Kouei International holds these rights under license from Kouei Industries and, pursuant to the agreement, has assigned them to the Company. The Tyrolysis™ technology is a comprehensive ‘closed-loop’ solution for the management of scrap tires, which allows for all scrap tires to be either re-manufactured into new tires or reduced, through a carbonization process, into marketable chemical products such as diesel fuel, carbon black and syn-gas.

Under the terms of the agreement, the Company was required to pay a total of $525,000 of which $175,000 was due within 90 days of the closing of the agreement (which has been paid), as well as $175,000 due 90 days after the first payment and $175,000 due 90 days after the second payment has been made.

On May 30, 2012, Kouei Industries agreed to extend the second payment due date to June 30, 2013 and the third payment due date to September 30, 2013. All other terms of the agreement remained the same.

In addition, the Company is to pay a royalty of 3% of all revenues in respect of gross sales for a period of 5 years, and a royalty of $2.50 per remanufactured passenger tire and a royalty of $3.00 per remanufactured light truck and truck tire at the end of each month for a period of 5 years. There have been no revenues generated from the license agreement as of July 31, 2015.

On June 18, 2013, the Company entered into a settlement agreement with Kouei Industries forgiving the second and third payments discussed above totaling $350,000. The forgiveness of this debt was offset by the reduction of the value of the intangible asset recorded as part of this agreement. 

During the year ended July 31, 2015, all of the intangible assets recorded as part of this agreement were fully impaired.

On January 4, 2017, the former sole officer and director assumed all assets related to the license agreement in exchange for assuming $79,110 liabilities.  A gain of $79,110 was recorded as a result of the transaction.  

Asset purchase agreement with related parties

On January 20, 2017, the Company entered into an asset purchase agreement with its current officer and director, Brandon Romanek, under which it acquired certain patent and trademark applications and other intellectual property in exchange for 10,000,000 shares of common stock and 200,000 shares of Series A Preferred Stock.

Due to the common control nature of the transaction the Company recorded the assets at their historical carrying amounts in accordance with ASC 805-50-30. The shares issued as consideration were fair valued at $20,100,000, as a result the difference between the value of the proceeds transferred and the carrying amounts of the net assets received was recognized in additional paid-in capital.

Stock issuances to related parties

Issuances of Common and Preferred Stock for the year ended July 31, 2017

On January 23, 2017, the Company issued 10,000,000 shares of common stock and 200,000 shares of Series A Preferred Stock to our current officer and director, Brandon Romanek, as consideration under an asset purchase agreement with him.

Promoters and Certain Control Persons

None.

List of Parents

None.

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Director Independence

The Company currently has one director, Mr. Romanek, who is the Company’s CEO and a current shareholder of the Company, and he is not independent under either board or committee independence standards. The Company does not have a compensation, nominating or audit committee. 

Item 8. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us, other than as set forth herein.  

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market Information

The Common Stock of the Company is currently trading on the OTC Link, LLC quotation board operated by OTC Markets Group, Inc., under the symbol “MBLC.” The following information reflects the high and low bid prices of the Company’s common stock on the OTC Link found on OTCMarkets.com.

Holders

As of July 31, 2018, there were 129,985,891 shares of common stock outstanding (prior to adjustment for our reverse stock split), which were held by approximately eleven shareholders of record. In addition, there were 2,060,000 shares of our Series A Preferred Stock outstanding (prior to adjustment for our reverse stock split), which shares were held by two shareholders of record, and there were 165,000 shares of our Series B Preferred Stock outstanding, which shares were held by two shareholders of record.

As of April 30, 2019, there were 13,771,032 shares of common stock outstanding, which were held by approximately eighteen shareholders of record. In addition, there were 220,000 shares of our Series A Preferred Stock outstanding, which shares were held by four shareholders of record, and there were 165,000 shares of our Series B Preferred Stock outstanding, which shares were held by two shareholders of record.

Dividends

We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently maintain any Equity Compensation Plans.

Item 10. Recent Sales of Unregistered Securities.

On July 20, 2016, the Company issued 320,057 shares of common stock of the Company to a former officer of the Company in exchange for $225,000 of accrued consulting fees due to that former officer.

On January 13, 2017, the Company entered into a convertible promissory note with Harvey Romanek for $112,400 , the father of the Company’s Chief Executive Officer, Brandon Romanek , who assumed two outstanding Company promissory notes totaling $112,400. Interest under the convertible promissory note was 5% per annum, and the principal and all accrued but unpaid interest was due on January 13, 2018. The note is convertible at any time following the issuance date at noteholder’s option into shares of our common stock at a fixed conversion price of $0.001. On February 6, 2017, the note holder, Harvey Romanek, converted $10,000 of the principal of the note into 1,000,000 common shares of the Company at a conversion price of $0.10/share. On April 28, 2017, the note holder forgave the remaining balance principal of $102,400 and accrued interest of $1,507 under the note.

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On January 23, 2017, the Company issued 10,000,000 shares of common stock and 200,000 shares of Series A Preferred Stock to our officer and director, Brandon Romanek, as consideration under an asset purchase agreement with him.

On May 9, 2017, the Company entered into a convertible promissory note pursuant to which we borrowed $92,500 from a third-party lender. The note carries an original issue discount of 7.5% ($7,500). Interest under the convertible promissory note is 6% per annum, and the principal and all accrued but unpaid interest is due on May 9, 2018. The note is convertible at any date after the issuance date at noteholder’s option into shares of our common stock at a variable conversion price of 65% of the lowest closing market price of our common stock during the previous 20 days to the date of the notice of conversion.

Also on May 9, 2017, the Company issued stock warrants to purchase 10,000 shares of its common stock to a third-party lender as part of a financing agreement. The warrants have a strike price of $7.50. The stock warrants were exercisable six-months from grant and have a life of 3 years.

On May 12, 2017, the Company issued 12,000 shares of Series A Preferred Stock and stock warrants to purchase 2,500 shares of its common. The warrants have a strike price of $20.00. The stock warrants were exercisable immediately and have a life of 3 years.  as consideration to the seller under an asset purchase agreement.

On June 6, 2017, the Company issued 4,500 shares of Series A Preferred Stock as consideration to a lender to settle a lien on assets acquired under the May 12, 2017, asset purchase agreement.

On June 12, 2017, the Company issued 20,000 shares of common stock to an investor relations firm for investor relations business advisory services rendered between June 15, 2017 and September 15, 2017.

On June 26, 2017, the Company issued 8,800 shares of common stock to a different investor relations firm for investor relations business advisory services rendered between July 1, 2017, and June 30, 2018.

On August 10, 2017, the Company issued 500 shares of common stock to a marketing consultant for production of marketing materials during the month of August 2017. The shares were fair valued at $1,740 at the date of grant.

On August 28, 2017, the Company issued 250 shares of common stock to the same marketing consultant for production of additional marketing materials during the month of August 2017. The shares were fair valued at $973 at the date of grant.

On October 13, 2017, the Company issued stock warrants to purchase 3,000 shares of its common stock to a third-party lender as part of a financing agreement. The warrants have a strike price of $20.00. The stock warrants were exercisable immediately upon grant and have a life of 3 years.

On November 27, 2017, the Company agreed to issue 5,000 shares of common stock to a legal advisor for services rendered during the three months ending October 2017. The shares were fair valued at $13,000 and deemed fully earned at the date of grant.

On December 16, 2017, the Company agreed to issue 16,250 shares of common stock to a financial consultant for accounting services. The shares were fair valued at $48,263 at the date of grant. The shares vest as follows: 10,000 shares vest on January 1, 2018; 2,500 shares vest upon completion of the audit of the fiscal years ending July 31, 2017 and 2016; 1,250 shares vest upon completion of the review of the Company’s financial statements for the quarter ending October 31, 2017; 1,250 shares vest upon completion of the January 31, 2018 review; and 1,250 shares vest upon filing of the Company’s April 30, 2018 review. The shares were recorded as stock payable until their issuance in November of 2018.

On February 15, 2018, the Company agreed to issue 15,000 shares of common stock to a legal advisor for services rendered during the three months ending January 31, 2019. The shares were fair valued at $102,000 ($6.80 per share) and deemed fully earned at the date of grant.

On March 5, 2018, the Company received $25,000 from an investor pursuant to a private placement agreement with the investor to purchase 6,250 shares of the Company’s common stock and 6,250 warrants to purchase shares of the Company’s common stock at $20.00 per share for a period of three years. If the Company’s common stock has closed for 20 consecutive trading days above $30.00 per share, the investor must exercise the warrant within 30 days. The shares were recorded as stock payable until their issuance in November of 2018.

On March 31, 2018, the Company entered into two agreements with BurstIQ Analytics Corporation, a Colorado corporation (“BurstIQ”), a Simple Agreement for Future Tokens (the “SAFT”) and Simple Agreement for Future Equity (the “SAFE”). Pursuant to the SAFT and the SAFE, the Company purchased (i) the right to a number of BIQ tokens equal to $2,500,000 divided by a 35% discount to the maximum price per token sold by BurstIQ to the public during a network launch, and (ii) the right to a number shares of BurstIQ’s preferred stock sold in a subsequent equity financing equal to $2,500,000 divided by a deemed $6.50 price per share, in consideration of the issuance of an aggregate of 500,000 shares of the Company’s common stock to BurstIQ. On May 3, 2019, we rescinded our acquisition agreements with BurstIQ, and BurstIQ agreed to return 500,000 shares of the Company’s common stock to the Company for cancellation.  

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On March 31, 2018, the Company and a lender agreed to settle a $30,000 promissory note and associated accrued interest of $3,473. The Company agreed to issue 9,500 shares of the Company’s common stock and warrants to purchase 19,500 shares of the Company’s common stock at $20.00 for a three-year term. In return for the consideration, the lender agreed to release the Company from all amounts owed. The shares have not been issued and have been recorded as stock payable as of April 30, 2019.

On April 6, 2018, the Company received $40,000 from an investor pursuant to a private placement agreement with the investor to purchase 10,000 shares of the Company’s common stock and 25,000 warrants to purchase shares of the Company’s common stock at $20.00 per share for a period of five years.

On April 10, 2018, the Company agreed to issue 5,000 shares of common stock to a new marketing consultant for investor relations services rendered. The shares were fair valued at $31,450 at the date of grant. The shares vested immediately upon issuance.

On June 1, 2018, the Company agreed to issue 5,000 shares of common stock to a financial consultant for accounting services rendered during the month of June 2018. The shares were fair valued at $17,550 at the date of grant. The shares vested immediately upon issuance.

On June 14, 2018, the Company issued 6,000 shares of the Company's Series A Preferred Stock, with each share convertible into 10 shares of the Company's common stock, to ImpactPPA Limited, a Bahamian company (“ImpactPPA”). In exchange, the Company received the right to $4,500,000 of ImpactPPA’s MPQ tokens and the right to purchase a 3% equity stake in ImpactPPA within four months of the closing date of this transaction. On June 26, 2019, we rescinded our acquisition agreement with ImpactPPA, and ImpactPPA agreed to return 6,000 shares of the Company’s Series A Preferred Stock to the Company for cancellation.

On June 30, 2018, the Company engaged a new consultant for business advisory services related to staffing and administrative services rendered during June 2018. The Consultant was issued 2-year cashless warrants to purchase 50,000 shares of the company’s common stock for $0.10 per share.

On July 31, 2018, the Company entered into a Common Stock Purchase Agreement with and closed on (i) the purchase of rights to 10,536,315 “IRON” cryptographic tokens of Robot Cache, S.L., a Spanish limited company (“Robot Cache”), and (ii) a right of first refusal to purchase up to 3% of the capital stock of Robot Cache in a subsequent equity financing, in consideration of the Company’s issuance of 600,000 shares of the Company’s common stock to Robot Cache, and non-cashless warrants to purchase 300,000 shares of the Company’s common. These non-cashless warrants are exercisable through the earlier of July 31, 2021, and the date that is 30 days after the date that the 5-day volume-weighted average price of the Company’s common stock exceeds the exercise price for the warrants by 25%. The exercise price for the warrants is staggered as follows: 50,000 shares at $7.50/share, 50,000 shares at $10.00/share, 50,000 shares at $15.00/share, 50,000 shares at $20.00/share, and 100,000 shares at $50.00/share. On June 26, 2019, we rescinded our acquisition agreements with Robot Cache, and Robot Cache agreed to return 600,000 shares of the Company’s common stock to the Company for cancellation, and the warrants were canceled.

On August 27, 2018, the Company agreed to issue 1,000 shares of the Company's Series A Preferred Stock to a legal advisor for services rendered in the quarter ending October 31, 2018.  The shares were deemed fully earned at the date of grant.  In accordance with ASC 820, the Company valued the shares issued based upon the unadjusted quoted prices of its common stock on the execution date of the agreement to which the preferred stock issued as consideration are convertible and determined the value to be $3.148 per common share or $314.80 per preferred share or $314,800.

On September 28, 2018, the Company agreed to issue 50,000 shares of common stock to a financial consultant for accounting services rendered during the quarter ending October 31, 2018. The shares were fair valued at $35,000 at the date of grant. The shares vested immediately upon issuance. 50 shares have not been issued and have been recorded as stock payable as of April 30, 2019

On November 28, 2018, the Company agreed to issue 25,000 shares of common stock to a health care consultant for services rendered as the Company’s medical director during the quarter ended January 31, 2019. The shares were fair valued at $26,225 at the date of grant. The shares vested immediately upon issuance. As of April 30, 2019, the shares had not yet been issued.

On November 29, 2018, the Company agreed to issue 15,000 shares of common stock and 20,000 warrants to purchase shares of the Company’s common stock at a price of $5.00 for a period of two years to a new business advisory consultant for convention management consulting services rendered during the quarter ended January 31, 2019. The shares and warrants were fair valued at $35,089 at the date of grant. The shares vested immediately upon issuance. 12,500 shares were issued and 2,500 shares remain payable to the Consultant and are recorded as stock payable as of April 30, 2019.

On November 29, 2018, the Company agreed to issue 12,500 shares of common stock and 20,000 warrants to purchase shares of the Company’s common stock at a price of $5.00 for a period of two years to a new business advisory consultant for research and development services rendered during the quarter ended January 31, 2019. The shares and warrants were fair valued at $32,567 at the date of grant. The shares vested immediately upon issuance.

On January 4, 2019, the Company and a lender agreed to settle a $10,747 promissory note and associated accrued interest of $1,373. The Company agreed to issue 99,880 shares of the Company’s common stock. In return for the consideration the lender agreed to release the Company from all amounts owed. 80 shares have not been issued and have been recorded as stock payable as of April 30, 2019.

On January 29, 2019, the Company agreed to issue 100,000 shares of common stock to a new business advisory consultant for business development services rendered in the quarter ending January 31, 2019. The shares were fair valued at $70,000 at the date of grant. The shares vested immediately upon issuance.

On February 14, 2019, the Company issued 60,000 shares of common stock to a new investor relations advisory firm for services rendered for February 2019. The shares were fair valued at $78,000 at the date of grant. The shares vested immediately upon issuance.

On March 14, 2019, the Company issued 50,000 shares of common stock to the same investor relations advisory firm for services rendered for March 2019. The shares were fair valued at $339,000 at the date of grant. The shares vested immediately upon issuance.

On April 14, 2019, the Company issued 50,000 shares of common stock to the same investor relations advisory firm for services rendered for April 2019. The shares were fair valued at $547,500 at the date of grant. The shares vested immediately upon issuance.

On April 25, 2019, a lender elected to convert principal and accrued interest of $150,000 and $5,474, respectively into 304,042 shares of the Company’s common stock in accordance with the rights under their convertible promissory note dated January 4, 2019.

 On April 25, 2019, Fiorenzo “Enzo” Villani was appointed a member of the Company’s Board of Directors.  The Company issued 13,000 shares of the Company’s Series A Preferred Stock to Mr. Villani in consideration of his appointment as a member of the Company’s Board of Directors. The shares were deemed fully earned at the date of grant. In accordance with ASC 820, the Company valued the shares issued based upon the unadjusted quoted prices of its common stock on the execution date of the agreement to which the preferred stock issued as consideration are convertible and determined the value to be $13.55 per common share or $1,355 per preferred share or $17,615,000.

On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000 from Harvey Romanek, the father of the Company’s Chief Executive Officer, Brandon Romanek. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.

On May 27, 2019, a lender elected to convert $68,932 of principal and $17,042 of accrued interest into 18,499 shares of the Company common stock in accordance with the rights under their convertible promissory note dated May 9, 2017.

On June 7, 2019, a lender elected to convert the remaining $35,000 of principal, $30,000 in default principal and $16,384 of accrued interest into 26,596 shares of the Company common stock in accordance with the rights under their convertible promissory note dated May 9, 2017, fully converting the note such that it is no longer outstanding.

On June 20, 2019, we entered into a convertible promissory note pursuant to which we borrowed $291,108, net of an Original Issue Discount (“OID”) of $36,108 and investor legal expenses of $5,000 resulting in the Company receiving $250,000.  Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 20, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to $8.80 (the “Lender Conversion Price”). Additionally, after 6 months from the date the Company receives note funding, the noteholder has the right to demand whole or partial redemption of amounts owed to the noteholder under the note. Payments of redemption amounts by the Company to the noteholder can be made in cash or by converting the redemption amount into shares common stock of the Company, with such conversions occurring at the lower of (i) the Lender Conversion Price, or (ii) a price equal to the 65% of the two lowest Closing Trade Prices during the ten (10) Trading Day period immediately preceding the measurement date.

The securities described above issued upon conversion of debt were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 relying on Section 3(a)(9) of the Securities Act of 1933 as the shares were issued in exchange for debt securities of the Company held by the lender, there was no additional consideration for the exchange, and there was no remuneration for the solicitation of the exchange. The other issuances described above were issued or will be issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 relying on Section 4(a)(2) of the Securities Act of 1933 and/or upon Rule 506(b) of Regulation D promulgated under the Securities Act of 1933 as there was no general solicitation, and the transactions did not involve a public offering.

Item 11. Description of Registrant’s Securities to be Registered.

We are registering on this Registration Statement only our common stock, the terms of which are described below. However, because our preferred stock will remain outstanding following the effectiveness of this Registration Statement, we also describe below the terms of our preferred stock to the extent such terms qualify the rights of our common stock.

As of April 30, 2019, the Company had authorized 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, with 3,000,000 shares of preferred stock designated as Series A Preferred Stock, and 165,000 shares of preferred stock designated as Series B Preferred Stock.

Common Stock

Subject to the voting rights of the Company’s preferred stock, at any meeting of the shareholders, every shareholder of common stock is entitled to vote and may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each shareholder shall have one vote for every share of stock entitled to vote, which is registered in his name on the record date for the meeting, except as otherwise required by law or the Articles of Incorporation.

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

The Company’s Articles of Incorporation do not provide for cumulative voting or preemptive rights.

Preferred Stock

Holders of the Series A Preferred Stock are entitled at their option to convert their preferred shares into common stock at a conversion rate of one hundred (100) shares of common stock for every one (1) share of Series A Preferred Stock. The holders are further entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of one hundred (100) votes for each share held. The holders are entitled to equal rights with our common stockholders as it relates to liquidation preference, with each share of Series A Preferred Stock treated as if all shares of Series A Preferred Stock had been converted to common stock immediately prior to a liquidation distribution.

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Holders of Series B Preferred Stock are entitled to a liquidation preference on the stated value of $1.00 per share. The shares carry a mandatory conversion provision, with all shares of Series B Preferred Stock convertible by the Company one year from issuance, at a variable conversion rate equal to the stated price of $1.00 divided by the prior day’s closing price as quoted on OTC Markets. Holders of Series B Preferred Stock are not entitled to any voting or dividend rights.

Convertible Instruments

The following is a description of the material terms of our convertible instruments which remain outstanding as of April 30, 2019:

On May 9, 2017, we entered into a convertible promissory note pursuant to which we borrowed $92,500. The note carries an original issue discount of 7.5% ($7,500). Interest under the convertible promissory note is 6% per annum, and the principal and all accrued but unpaid interest is due on May 9, 2018. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a variable conversion price of 65% of the lowest closing market price of our common stock during the previous 20 days to the date of the notice of conversion. The Company recorded a debt discount in the amount of $100,000 in connection with the original issue discount and the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. During the quarter ending April 30, 2019, the noteholder notified the Company that it had elected to enforcing certain default rights.  As a result, the principal amount of the note increased by $33,932 and the interest rate increased to 16%.  They further notified the Company that they had chosen to waive all other default rights. This note has been fully converted as of July 31, 2019.

On April 4, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On April 19, 2019, we borrowed the first tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On June 19, 2019, we borrowed the second tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on April 4, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a variable conversion price equal to the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) Variable Conversion Price of 60% multiplied by the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.

On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000 from Harvey Romanek, the father of the Company’s Chief Executive Officer, Brandon Romanek. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.

On June 20, 2019, we entered into a convertible promissory note pursuant to which we borrowed $291,108, net of an Original Issue Discount (“OID”) of $36,108 and investor legal expenses of $5,000 resulting in the Company receiving $250,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 20, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to $8.80 (the “Lender Conversion Price”). Additionally, after 6 months from the date the Company receives note funding, the noteholder has the right to demand whole or partial redemption of amounts owed to the noteholder under the note. Payments of redemption amounts by the Company to the noteholder can be made in cash or by converting the redemption amount into shares common stock of the Company, with such conversions occurring at the lower of (i) the Lender Conversion Price, or (ii) a price equal to the 65% of the two lowest Closing Trade Prices during the ten (10) Trading Day period immediately preceding the measurement date.

Warrants

On May 9, 2017, the Company issued to the convertible note lender described in the preceding paragraph, warrants to purchase 10,000 shares of the Company’s common stock. The warrants have a strike price of $7.50. The stock warrants were exercisable six-months from grant and have a life of 3 years.

On May 12, 2017, the Company issued stock warrants to purchase 2,500 shares of its common stock as consideration to the seller under an asset purchase agreement. The warrants have a strike price of $20.00. The stock warrants were exercisable immediately and have a life of 3 years. 

On October 13, 2017, the Company issued warrants to purchase 3,000 shares of Company’s common stock to a third-party lender. The warrants have a strike price of $20.00. The warrants were exercisable immediately upon grant and have a life of 3 years.

On March 5, 2018, the Company issued to an investor warrants to purchase 6,250 shares the Company’s common stock at $20.00 per share for a period of three years. If the Company’s common stock has closed for 20 consecutive trading days above $30.00 per share, the investor must exercise the warrant within 30 days.

On March 31, 2018, the Company agreed to issue to a lender warrants to purchase 19,500 shares of the Company’s common stock at $20.00 for a three-year term.

On April 6, 2018, the Company issued to an investor warrants to purchase 25,000 shares of the Company’s common stock at $20.00 per share for a period of five years.

On July 31, 2018, the Company entered into a Common Stock Purchase Agreement with and closed on (i) the purchase of rights to 10,536,315 “IRON” cryptographic tokens of Robot Cache, S.L., a Spanish limited company (“Robot Cache”), and (ii) a right of first refusal to purchase up to 3% of the capital stock of Robot Cache in a subsequent equity financing, in consideration of the Company’s issuance of 600,000 shares of the Company’s common stock to Robot Cache, and non-cashless warrants to purchase 300,000 shares of the Company’s common. These non-cashless warrants are exercisable through the earlier of July 31, 2021, and the date that is 30 days after the date that the 5-day volume-weighted average price of the Company’s common stock exceeds the exercise price for the warrants by 25%. The exercise price for the warrants is staggered as follows: 50,000 shares at $7.50/share, 50,000 shares at $10.00/share, 50,000 shares at $15.00/share, 50,000 shares at $20.00/share, and 100,000 shares at $50.00/share. On June 26, 2019, we rescinded our acquisition agreements with Robot Cache, and Robot Cache agreed to return 600,000 shares of the Company’s common stock to the Company for cancellation, and the warrants were canceled.

On November 29, 2018, Company issued 20,000 stock warrants to a consultant for convention management services rendered during the quarter ended January 31, 2019. 

On November 29, 2018, Company issued 20,000 stock warrants to a consultant for research and development services rendered during the quarter ended January 31, 2019.

On January 4, 2019, the Company issued stock warrants to purchase 150,000 shares of its common stock to a lender as part of a financing agreement. The warrants have a strike price of $1.00. The stock warrants are exercisable any time after issuance and have a life of 5 years.

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On April 4, 2019, the Company issued stock warrants to purchase 5,000 shares of its common stock to a lender as part of a financing agreement. The warrants have a strike price of $10.00. The stock warrants are exercisable any time after issuance and have a life of 3 years. The value the warrants is embedded in the debt discount of the associated convertible promissory note. The valuation of the debt discount associated with the warrants was $36,247 which was made using the following assumptions: stock price at grant: $7.25; exercise price: $10.00; term: 3 years; risk-free interest rate: 2.49%; volatility: 459%. 

Item 12. Indemnification of Directors and Officers.

Our Articles of Incorporation and bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by the Nevada Revised Statutes. These provisions state that certain persons (hereinafter called “lndemnitees”) may be indemnified by a Nevada corporation pursuant to the provisions of applicable law, namely, any person (or the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Company will indemnify the Indemnitees in each and every situation where the Company is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Company will also indemnify the Indemnitees in each and every situation where, under the aforesaid statutory provisions, the Company is not obligated, but is nevertheless permitted or empowered, to make such indemnification. Before making such indemnification with respect to any situation covered under the foregoing sentence, the Company will make a determination as to whether each Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful. No such indemnification shall be made (where not required by statute) unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful. 

Item 13. Financial Statements and Supplementary Data.

The information required by this item may be found beginning on page F-1 of this Registration Statement and are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

We have had no disagreements with our independent auditors on accounting or financial disclosures.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

Financial Statements:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of July 31, 2018 and 2017

Consolidated Statements of Operations for the years ended July 31, 2018 and 2017

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended July 31, 2018 and 2017

Consolidated Statement of Cash Flows for the years ended July 31, 2018 and 2017

Notes to Consolidated Financial Statements

For the Periods Ended January 31, 2019

Consolidated Balance Sheets at April 30, 2019 (unaudited), and July 31, 2018

Consolidated Statement of Operations for the three and nine months ended April 30, 2019, and April 30, 2018 (unaudited)

Consolidated Statement of Stockholders Deficit for the nine months ended April 30, 2019, and April 30, 2018 (unaudited)

Consolidated Statement of Cash Flows for the nine months ended April 30, 2019, and April 30, 2018 (unaudited)

Notes to Financial Statements (Unaudited)

(b) Exhibits.

See the Exhibit Index attached hereto which is incorporated by reference.

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The accompanying notes are an integral part of these financial statements.

F-1

Table of Contents

The accompanying notes are an integral part of these financial statements.

F-2

Table of Contents

The accompanying notes are an integral part of these financial statements.

F-3

Table of Contents