SafeSpace Global Corp 10-Q for FY2022 Q2
SafeSpace Global Corp (SSGC)
About this 10-Q
SafeSpace Global Corp filed this 10-Q on March 8, 2022, covering the quarter ended January 31, 2022 (FY2022 Q2).
Headline figures
Quarter ended January 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $393.72K
- compared with a net loss of $261.11K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from ________ to ________
Commission
file number:
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of March 8, 2022, there were shares of common stock of the Registrant outstanding.
Documents Incorporated by Reference: None.
TABLE OF CONTENTS
| 2 |
Unless the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” “Healthcare Integrated Technologies,” “Company,” or “our Company” refers to Healthcare Integrated Technologies, Inc. and, if applicable, our subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning: possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results; and any other statements that are not historical facts.
From time to time, forward-looking statements also are included in our other periodic reports on Form 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether resulting from new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.
For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “ITEM 1A – RISK FACTORS” included in our most recent Annual Report on Form 10-K for the year ended July 31, 2021 as filed with the United States Securities and Exchange Commission on October 28, 2021.
| 3 |
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
Index to Financial Statements
| 4 |
HEALTHCARE INTEGRATED TECHNOLOGIES, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
| January 31, 2022 | July 31, 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| OTHER ASSETS: | ||||||||
| Property and equipment, net | - | |||||||
| Intangibles, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Payroll related liabilities | ||||||||
| Convertible notes | ||||||||
| Notes payable, net | ||||||||
| Derivative liability | ||||||||
| Total current and total liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Common stock par value $; shares authorized; and shares issued and outstanding as of January 31, 2022 and July 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock subscribed | - | |||||||
| Stock subscription receivable | - | ( | ) | |||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to the interim consolidated financial statements.
| F-1 |
HEALTHCARE INTEGRATED TECHNOLOGIES, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Selling, general and administrative | $ | $ | $ | $ | ||||||||||||
| Total operating expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Debt forgiveness | ||||||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER COMMON SHARE | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to the interim consolidated financial statements.
| F-2 |
HEALTHCARE INTEGRATED TECHNOLOGIES, INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
| Six Months Ended January 31, 2022 | ||||||||||||||||||||||||
| Additional | Common | Total | ||||||||||||||||||||||
| Common Stock | Paid-In | Stock | Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Subscribed | Deficit | Deficit | |||||||||||||||||||
| Balances at July 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Receipt of cash under stock subscription agreement | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of shares and settlement of stock subscription | ( | ) | ||||||||||||||||||||||
| Issuance of shares under debt settlement and amendment agreement | ( | ) | ||||||||||||||||||||||
| Issuance of shares for cash | ||||||||||||||||||||||||
| Issuance of shares for cash, shares | ||||||||||||||||||||||||
| Purchase and cancellation of shares | ||||||||||||||||||||||||
| Purchase and cancellation of shares, shares | ||||||||||||||||||||||||
| Issuance of shares upon conversion of debt and related accrued interest | ||||||||||||||||||||||||
| Issuance of shares upon conversion of debt and related accrued interest, shares | ||||||||||||||||||||||||
| Issuance of shares for services | ||||||||||||||||||||||||
| Issuance of shares for services | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Activity for the three months ended October 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at October 31,2021 | ( | ( | ||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of shares for services | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Activity for the three months ended January 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Balances at January 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Six Months Ended January 31, 2021 | ||||||||||||||||||||||||
| Additional | Common | Total | ||||||||||||||||||||||
| Common Stock | Paid-In | Stock | Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Subscribed | Deficit | Deficit | |||||||||||||||||||
| Balances at July 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of shares for cash | ||||||||||||||||||||||||
| Purchase and cancellation of shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Issuance of shares upon conversion of debt and related accrued interest | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Activity for the three months ended October 31, 2020 | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at October 31,2020 | ( | ( | ||||||||||||||||||||||
| Balance | ( | ( | ||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of shares for cash | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Activity for the three months ended January 31, 2021 | ( | ) | ||||||||||||||||||||||
| Balances at January 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balances | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to the interim consolidated financial statements.
| F-3 |
HEALTHCARE INTEGRATED TECHNOLOGIES, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended January 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Shares issued for services | ||||||||
| Debt forgiveness | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Payroll related liabilities | ||||||||
| NET CASH USED BY OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for intangible assets | ( | ) | ( | ) | ||||
| NET CASH USED BY INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from common stock subscriptions | ||||||||
| Proceeds from related party loans | ||||||||
| Payments of amounts owed to related parties | ( | ) | ( | ) | ||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | $ | $ | ||||||
| SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Capital expenditures included in payroll related liabilities | $ | $ | ||||||
| Capital expenditures from share-based compensation | $ | $ | ||||||
| Issuance of common stock for payment of convertible deft | $ | $ | ||||||
| Issuance of common stock for payment of accrued interest included in accounts payable and accrued expenses | $ | $ | ||||||
| Issuance of debt for purchase and cancellation of shares | $ | $ | ||||||
See accompanying notes to the interim consolidated financial statements.
| F-4 |
HEALTHCARE INTEGRATED TECHNOLOGIES, INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2022
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Healthcare Integrated Technologies, Inc. and its subsidiaries (collectively the “Company,” “we,” “our” or “us”) is a healthcare technology company based in Knoxville, Tennessee. We are creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces.
Our initial product, SafeSpace™ with AI Vision™, is an ambient fall detection solution designed for continuing care communities and at home use. SafeSpace includes hardware devices utilizing RGB, radar and other sensor technology coupled with our internally developed software to effectively monitor a person remotely. In continuing care communities, SafeSpace detects resident falls and generates alerts to a centralized, intelligent dashboard without the use of wearable devices or any action by the resident. In the home, SafeSpace detects falls and sends alerts directly to designated individuals.
In addition to SafeSpace, we are creating a home concierge healthcare service application to provide a virtual assisted living experience for seniors, recently released postoperative patients, and others. The concierge application will enable the consumer to obtain home healthcare services and health and safety monitoring equipment to improve quality of life. We are also working to develop a fully integrated solution for the professional healthcare community that integrates electronic health records, remote patient monitoring, telehealth, and other items where integration is beneficial.
Basis of Presentation
The accompanying interim consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying interim consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to fairly present the financial position of the Company as of January 31, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended January 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2021 filed with the SEC on October 28, 2021.
Principles of Consolidation
The interim consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated.
Reclassifications
Certain prior period amounts may be reclassified to conform to current period presentation.
Risk and Uncertainties
Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows.
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s future financial condition, liquidity, and results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022.
| F-5 |
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.
Concentration of Credit Risk
Financial
instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is
exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances
exceed the amount insured by the FDIC, which is $
Cash and Cash Equivalents
We consider all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. No loss has been experienced and management does not believe we are exposed to any significant credit risk.
Accounts Receivable
Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. We routinely assess the recoverability of all customer and other receivables to determine their collectability and record a reserve when, based on the judgement of management, it is probably that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we charge uncollectable accounts receivable against the reserve.
Property and Equipment
Property
and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized
while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the interim
consolidated statements of operations. Depreciation is calculated using the straight-line method which depreciates the assets
over the estimated useful lives of the depreciable assets ranging from
Impairment of Long-Lived Assets
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually, or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented.
Intangible Assets
Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. We did not recognize any impairment losses during any of the periods presented.
| F-6 |
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.
Derivative Liability
Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” (paragraph 815-10-05-4 and Section 815-40-25). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity.
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two- step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.
We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative liability at each balance sheet date. We record the change in the fair value of the derivative liability as other income or expense in the interim consolidated statements of operations.
The
Company had derivative liabilities of $
| F-7 |
Revenue Recognition
Revenue is recognized under ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company’s revenue recognition policies remained unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.
Advertising and Marketing
Advertising
and marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising
and marketing costs of $
We determine basic loss per share and diluted income (loss) per share in accordance with the provisions of ASC 260, “Earnings Per Share.” Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. The calculation of diluted loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised.
Share-Based Compensation
The Company accounts for share-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for share-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718.
Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expense is included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the interim consolidated statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are expected to vest. See Note 13.
Business Combinations
We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition.
| F-8 |
Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with Topic 740, “Income Taxes”. Under this method, income tax expense is recognized for the amount of: (1) taxes payable or refundable for the current year and (2) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.
In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the reporting periods presented.
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The Company adopted this guidance and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this guidance and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these interim consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the interim consolidated financial statements of the Company.
| F-9 |
NOTE 2 - GOING CONCERN
The
accompanying interim consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation
of the Company as a going concern. The Company had net losses of $
In view of these matters, our ability to continue as a going concern is dependent upon the development, marketing and sales of a viable product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following at January 31, 2022 and July 31, 2021:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| January 31, 2022 | July 31, 2021 | |||||||
| Equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the six months ended January 31, 2022 and 2021 was $
NOTE 4 – INTANGIBLES, NET
Intangibles, net consisted of the following at January 31, 2022 and July 31, 2021:
SCHEDULE OF INTANGIBLES ASSET
| January 31, 2022 | July 31, 2021 | |||||||
| Intangible assets under development | ||||||||
| Capitalized costs of patents | ||||||||
| Capitalized costs of website | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangibles, net | $ | $ | ||||||
Amortization
expense for the six months ended January 31, 2022 and 2021 was $
Intangibles
are amortized over their estimated useful lives of two (
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total expected amortization expense | $ |
| F-10 |
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following at January 31, 2022 and July 31, 2021:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| January 31, 2022 | July 31, 2021 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest expense | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable, related party | ||||||||
| Accrued expenses, related party | ||||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Total accounts payable and accrued expenses | $ | $ | ||||||
NOTE 6 - PAYROLL RELATED LIABILITIES
Payroll related liabilities consisted of the following at January 31, 2022 and July 31, 2021:
SCHEDULE OF PAYROLL RELATED LIABILITIES
| January 31, 2022 | July 31, 2021 | |||||||
| Accrued officers’ payroll | $ | $ | ||||||
| Payroll taxes payable | ||||||||
| Total payroll related liabilities | $ | $ | ||||||
NOTE 7 - DEBT
We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of January 31, 2022 and July 31, 2021:
SCHEDULE OF DEBT OBLIGATIONS
| January 31, 2022 | July 31, 2021 | |||||||
| 5% Convertible promissory notes | $ | $ | ||||||
| Note payable to Acorn Management Partners, LLC | ||||||||
| Note payable to AJB Capital Investments, LLC | ||||||||
| Total debt obligations | ||||||||
| Less debt discount | ( | ) | ||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term debt | $ | $ | ||||||
5% Convertible Promissory Notes
On
various dates during the month of March 2018, we issued a series of
| ● | At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Company’s common stock at any time prior to the maturity date of the note. | |
| ● |
| F-11 |
There
were no 5% Notes converted during the six months ended January 31, 2022.
Note Payable to Acorn Management Partners, LLC
On
August 11, 2020 we agreed to repurchase shares of our common stock from Acorn Management
Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $
Note Payable to AJB Capital Investments, LLC
On
February 2, 2021, we entered into a Securities Purchase Agreement with AJB Capital Investments, LLC (“AJB Capital”), pursuant
to which AJB Capital purchased a Promissory Note (the “AJB Note”) in the principal amount of $
As
additional consideration for the purchase of the AJB Note, we issued AJB Capital shares of our common stock as an origination
fee. The $
Total
unamortized debt discount related to the AJB Note at January 31, 2022 and July 31, 2021 was $-
On February 9, 2022, we repaid the AJB Note with the proceeds from the issuance of a new promissory note to AJB Capital. See Note 15 - Subsequent Events.
| F-12 |
NOTE 8 - DERIVATIVE LIABILITY
On
February 2, 2021, we entered into a Securities Purchase Agreement with AJB Capital Investments, LLC (“AJB Capital”), pursuant
to which AJB Capital purchased a Promissory Note (the “AJB Note”) in the principal amount of $
The following table summarizes the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended January 31, 2022:
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES
| Fair Value Measurement Using Level 3 Inputs | ||||
| Balance, July 31, 2021 | $ | |||
| Change in fair value of derivative liability | ( | ) | ||
| Balance, January 31, 2022 | $ | |||
During the six months ended January 31, 2022, the fair value of the derivative feature of the AJB Note was calculated using the following range of assumptions:
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE FEATURE
| Expected volatility of underlying stock | % | |||
| Expected term (in years) | ||||
| Risk-free interest rate | % | |||
| Dividend yield | None |
As
of January 31, 2022 and July 31, 2021, the derivative liability related to the AJB Note was $
NOTE 9 - INCOME TAXES
A
reconciliation of the provision for income taxes as reported, and the amount computed by multiplying net loss by the federal statutory
rate of
SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES
| January 31, 2022 | January 31, 2021 | |||||||
| Federal income tax benefit computed at the statutory rate | $ | ( | ) | $ | ( | ) | ||
| Increase resulting from: | ||||||||
| State income taxes, net of federal benefit | - | - | ||||||
| Stock-based compensation | ||||||||
| Derivatives | - | |||||||
| Valuation allowance | ||||||||
| Other | ||||||||
| Income tax benefit, as reported | $ | $ | ||||||
The components of the net deferred tax asset as of January 31, 2022 and July 31, 2021 are as follows:
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSET
| January 31, 2022 | July 31, 2021 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryovers | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset, as reported | $ | $ | ||||||
| F-13 |
In
assessing the realizable value of deferred tax assets, management considers whether it is more likely than not that some portion or all
the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future
taxable income during the periods in which these temporary differences become tax deductible. Based on management’s assessment
of objective and subjective evidence, we have concluded at this time it is more likely than not that all of our deferred tax asset will
not be realized and we have provided a valuation allowance for the entire amount of the deferred tax asset. At July 31, 2021, our most
recently completed fiscal year, we have approximately $
We conduct business solely in the United States and file income tax returns in the United States federal jurisdiction as well as in the states of Tennessee and Colorado. The taxable years ended July 31, 2021, 2020, 2019 and 2018 remain open to examination by the taxing jurisdictions to which we are subject.
The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.
If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative.”
NOTE 10 - RELATED PARTY TRANSACTIONS
To
continue operations and meet operating cash requirements, we have periodically relied on short term loans from related parties, primarily
shareholders, until such time as our cash flow from operations meets our cash requirements, or we are able to obtain adequate financing
through sales of our equity securities and/or traditional debt financing. There is no formal written commitment for continued support
by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered temporary in nature and
have not been formalized by any written agreement. As of January 31, 2022 and July 31, 2021, related parties were owed $
Effective
May 1, 2021, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with
Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our CEO and Chairman of the
Board of Directors. At January 31, 2022 and July 31, 2021 we owed Platinum Equity $
NOTE 11 - COMMON STOCK
At January 31, 2022 and July 31, 2021, we had and shares of common stock outstanding, respectively. We issued shares of common stock during the six months ended January 31, 2022, of which shares were issued upon final settlement of a securities purchase agreement, shares were issued pursuant to a debt settlement and amendment agreement and shares were issued for services. During the fiscal year ended July 31, 2021, we issued shares of common stock, of which shares were issued for cash, shares were issued as part of a debt arrangement, shares were issued upon conversion of debt and related accrued interest, shares were issued for the settlement of accounts payable, and shares were issued for the vesting of an employee stock grant. In addition, we purchased and immediately cancelled shares of our common stock.
| F-14 |
On
August 13, 2021, we issued shares of our common stock pursuant to a Securities Purchase Agreement (“SPA”) dated
April 30, 2021. Under the original terms of the SPA, the investor agreed to purchase shares of our common stock for $
On
September 14, 2021, we entered into a Settlement and Amendment Agreement (the “Agreement”) with AJB Capital Investments,
LLC (“AJB”) for a potential event of default under the Promissory Note dated February 2, 2021 (the “Note”) and
Securities Purchase Agreement (the “SPA”) relating to subsequent equity transactions. As part of the settlement under the
Agreement, we agreed to issue AJB an additional shares of our common stock for payment of its $
On December 23, 2021, we executed a consulting agreement with Ludlow Business Services, Inc. (“Ludlow”) to establish, expand and maintain corporate awareness. Pursuant to the terms of the agreement, we issued shares of our common stock to Ludlow at an estimated value of $ per share.
NOTE 12 - COMMON STOCK SUBSCRIBED
On
April 30, 2021, we entered into a common stock Subscription Agreement (the “SPA”) with an investor. Under the terms of the
SPA, the investor agreed to purchase shares of our common stock at a purchase price
of $per share through a series of payments. The common
stock subscription was recorded as Common stock subscribed and related Stock subscriptions receivable on our consolidated balance sheets.
After receipt of $
NOTE 13 - STOCK-BASED COMPENSATION
Our stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants of both stock options and warrants and restricted stock to achieve those goals.
Summary of Stock Options and Warrants
During the six months ended January 31, 2022, we recorded $ of compensation expense, net of capitalized expense of $, related to stock options and warrants. During the six months ended January 31, 2021, we recorded $ of compensation expense, net of capitalized expense of $, related to stock options and warrants. The grant date fair value of stock options and warrants issued during the six months ended January 31, 2022 and 2021 was $-- and $, respectively.
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS VALUATION ASSUMPTIONS
| January 31, 2022 | January 31, 2021 | |||||||
| Expected volatility | % | |||||||
| Expected term (in years) | ||||||||
| Risk-free interest rate | % | |||||||
| Dividend yield | ||||||||
| F-15 |
Expected Volatility
Due to the fact we do not consider historical volatility is the best indicator of future volatility, we use implied volatility of our options to estimate future volatility.
Expected Term
Where possible, we use the simplified method to estimate the expected term of employee stock options. Where we are unable to use the simplified method due to the terms of a stock option, we may use a modified simplified method to estimate the expected term. We do not have adequate historical exercise data to provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire.
Risk-Free Interest Rate
The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant.
Dividend Yield
We have not estimated any dividend yield as we currently do not pay a dividend and do not anticipate paying a dividend over the expected term.
SUMMARY OF OPTIONS AND WARRANTS ACTIVITY
| January 31, 2022 | July 31, 2021 | |||||||||||||||
| Number of | Weighted | Number of | Weighted | |||||||||||||
| Options and | Average | Options and | Average | |||||||||||||
| Warrants | Exercise Price | Warrants | Exercise Price | |||||||||||||
| Balance at beginning of year | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||||
| Options and warrants exercisable | $ | $ | ||||||||||||||
Summary of Restricted Stock Grants
During the six months ended January 31, 2022 and 2021, we recorded compensation expense related to restricted stock grants of $ and $, respectively.
SCHEDULE OF RESTRICTED STOCK ACTIVITY
| January 31, 2022 | July 31, 2021 | |||||||
| Balance at beginning of period | ||||||||
| Granted | - | - | ||||||
| Released | - | ( | ) | |||||
| Forfeited | - | - | ||||||
| Balance at end of period | ||||||||
| F-16 |
NOTE 14 - COMMITMENTS AND CONTINGENCIES
Effective
May 1, 2021,
On
September 1, 2020,
On
June 15, 2020,
On
October 8, 2019,
NOTE 15 - SUBSEQUENT EVENTS
On
February 9, 2022, we completed the sale of a $
We evaluate subsequent events and transactions that occur after the balance sheet date for the period presented and up to the issuance date of the financial statements. Based on our review, we did not identify any subsequent events, other than those presented above, that would require adjustment to or disclosure in the interim consolidated financial statements.
| F-17 |
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
This following discussion summarizes the significant factors affecting the interim consolidated financial statements, financial condition, liquidity, and cash flows of Healthcare Integrated Technologies, Inc, for the six months ended January 31, 2022 and 2021. The discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended July 31, 2021 as filed with the SEC on October 28, 2021.
Executive Overview
Healthcare Integrated Technologies, Inc. and its subsidiaries is a healthcare technology company based in Knoxville, Tennessee. We are creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces.
Our initial product, SafeSpace™ with AI Vision™, is an ambient fall detection solution designed for continuing care communities and at home use. SafeSpace includes hardware devices utilizing RGB, radar and other sensor technology coupled with our internally developed software to effectively monitor a person remotely. In continuing care communities, SafeSpace detects resident falls and generates alerts to a centralized, intelligent dashboard without the use of wearable devices or any action by the resident. In the home, SafeSpace detects falls and sends alerts directly to designated individuals.
In addition to SafeSpace, we are creating a home concierge healthcare service application to provide a virtual assisted living experience for seniors, recently released postoperative patients, and others. The concierge application will enable the consumer to obtain home healthcare services and health and safety monitoring equipment to improve quality of life. We are also working to develop a fully integrated solution for the professional healthcare community that integrates electronic health records, remote patient monitoring, telehealth, and other items where integration is beneficial.
Strategy
Our mission is to grow a profitable healthcare technology company by focusing on our core product, continuing the development of our proprietary software, and developing new uses and product lines for our technology. Our management team is focused on maintaining the financial flexibility and assembling the right complement of personnel and outside consultants required to successfully execute our mission.
Financial and Operating Results
Highlights for the six months ended January 31, 2022 include:
| ● | On August 9, 2021, we exercised our option to extend the maturity date of the AJB Capital Investments, LLC (“AJB Capital”) Promissory Note from August 2, 2021 until February 2, 2022. As a result of the extension of the maturity date, the interest rate of the note increased from ten percent (10%) per annum to twelve percent (12%) per annum during the extension period. We incurred no costs related to the extension. On February 9, 2022, we repaid the AJB Note with the proceeds from the issuance of a new promissory note to AJB Capital. |
| 5 |
| ● | On August 13, 2021, we issued 1,250,000 shares of our common stock pursuant to a Securities Purchase Agreement (“SPA”) dated April 30, 2021. Under the original terms of the SPA, the investor agreed to purchase 2,000,000 shares of our common stock for $200,000 at a price of $0.10 per share through a series of payments. After receipt of $125,000 from the investor, both the Company and the investor mutually agreed to settlement of the SPA for the amounts received and the issuance of the shares at the agreed upon price per share. We incurred no cost related to the private placement. | |
| ● | On August 27, 2021, Acorn Management Partners, LLC agreed to extend the maturity date of our $50,000 Promissory Note from August 11, 2021 until November 11, 2021. We incurred no costs related to the extension. | |
| ● | On September 14, 2021, we entered into a Settlement and Amendment Agreement (the “Agreement”) with AJB Capital for a potential event of default under the Promissory Note dated February 2, 2021 (the “AJB Note”) and Securities Purchase Agreement (the “SPA”) relating to subsequent equity transactions. As part of the settlement under the Agreement, we agreed to issue AJB Capital an additional 666,666 shares of our common stock for payment of its $200,000 origination fee owed under the terms of the original Note and SPA. |
Results of Operations
Three Months Ended January 31, 2022 Compared to the Three Months Ended January 31, 2021
Revenues
Our healthcare technology business is not currently producing revenue as we continue to develop, refine and evaluate our products both internally and in independent senior living facilities.
Selling, General and Administrative Expenses
The table below presents a comparison of our selling, general and administrative expenses for the three months ended January 31, 2022 and 2021:
| For the Three Months Ended January 31, | ||||||||||||||||
| 2022 | 2021 | $ Variance | %Variance | |||||||||||||
| Officers’ salaries | $ | 124,252 | $ | 125,298 | $ | (1,046 | ) | (1 | )% | |||||||
| Share-based compensation | 148,735 | 157,485 | (8,750 | ) | (6 | )% | ||||||||||
| Professional fees | 33,338 | 8,581 | 24,757 | 289 | % | |||||||||||
| Advertising and marketing | 4,122 | - | 4,122 | - | % | |||||||||||
| Depreciation and amortization | 2,860 | 2,277 | 583 | 26 | % | |||||||||||
| Other | 957 | 902 | 55 | 6 | % | |||||||||||
| Total | $ | 314,264 | $ | 294,543 | $ | 19,721 | 7 | % | ||||||||
Officers’ Salaries - Officers’ salaries, net of capitalized amounts, decreased $1,046 from 2021, or 1%. The decrease resulted from a reduction in payroll tax expense as compared to the prior period.
Share-Based Compensation - Share-based compensation expense decreased $8,750, or 6%, from the same period in the prior year. The decrease results from a 2022 reduction in the expense related to a restricted stock grant to our CFO, which was partially offset by an increase in the amortization of the grant date fair value of employee stock options granted to our CMO.
Professional Fees - Professional fees increased $24,757, or 289%, over the 2021 amount. In 2022, fees paid to outside consultants increased $23,620, which was primarily related to fees paid for a new brand awareness contract. In addition, accounting fees increased $3,142 and Edgar/filing fees increased $1,294. The increase in consulting, accounting and Edgar/filing fees was partially offset by a decrease in legal fees of $3,275 as compared to the prior period.
| 6 |
Advertising and Marketing - Advertising and marketing expense increased $4,122 over 2021. The increase is due to the addition of a new contract sales and marketing representative in 2022.
Depreciation and Amortization - Depreciation and amortization expense increased $583 over the same period in the prior year. The increase results from amortization expense related to new intangible assets placed in service in 2022 which was partially offset by declining depreciation expense as older assets become fully depreciated and/or disposed of.
Other - Other expense increased $55, or 6%, over the same period in the prior year.
Other Income (Expense)
The table below presents a comparison of our other income (expense) for the three months ended January 31, 2022 and 2021:
| For the Three Months Ended January 31, | ||||||||||||||||
| 2022 | 2021 | $ Variance | %Variance | |||||||||||||
| Interest expense | $ | (106,253 | ) | $ | (8,499 | ) | $ | (97,754 | ) | 1,150 | % | |||||
| Loan forgiveness | - | 41,931 | (41,931 | ) | - | |||||||||||
| Change in fair value of derivative liability | 26,794 | - | 26,794 | - | ||||||||||||
| Total | $ | (79,459 | ) | $ | 33,432 | $ | (112,891 | ) | (338 | )% | ||||||
Interest Expense - Interest expense increased $97,754 over the same period in the prior year. The increase is primarily due to the $90,000 amortization of debt discount and related interest payments of $10,800 on the AJB Note. The increase was partially offset by a reduction in interest expense related to our outstanding 5% convertible notes for 2022 due to previous note conversions.
Loan Forgiveness - Income from loan forgiveness decreased $41,931 over the same period in the prior year. In 2021, the U.S. Small Business Administration forgave the entire principal balance of $41,667 and related accrued interest charges of $264 then due under our Paycheck Protection Program loan.
Change in Fair Value of Derivative Liability - The change in the fair value of the derivative liability associated with our new AJB Note reflects a gain of $26,794 for 2022. We incurred no change in fair value of derivative liabilities in the same period last year.
Six Months Ended January 31, 2022 Compared to the Six Months Ended January 31, 2021
Revenues
Our healthcare technology business is not currently producing revenue as we continue to develop, refine and evaluate our products both internally and in independent senior living facilities.
| 7 |
Selling, General and Administrative Expenses
The table below presents a comparison of our selling, general and administrative expenses for the six months ended January 31, 2022 and 2021:
| For the Six Months Ended January 31, | ||||||||||||||||
| 2022 | 2021 | $ Variance | %Variance | |||||||||||||
| Officers’ salaries | $ | 256,008 | $ | 246,906 | $ | 9,102 | 4 | % | ||||||||
| Share-based compensation | 297,470 | 308,264 | (10,794 | ) | (4 | )% | ||||||||||
| Professional fees | 76,842 | 49,086 | 27,756 | 57 | % | |||||||||||
| Advertising and marketing | 14,826 | 1,975 | 12,851 | 651 | % | |||||||||||
| Depreciation and amortization | 5,573 | 4,016 | 1,557 | 39 | % | |||||||||||
| Other | 4,642 | 2,642 | 2,000 | 76 | % | |||||||||||
| Total | $ | 655,361 | $ | 612,889 | $ | 42,472 | 7 | % | ||||||||
Officers’ Salaries - Officers’ salaries, net of capitalized amounts, increased $9,102, or 4%, over the 2021 amount. The increase is attributable to a bonus paid in 2022 and only five months of salary paid to our CMO in 2021. The increase was partially offset by a reduction in payroll tax expense from the prior period.
Share-Based Compensation - Share-based compensation expense decreased $10,794, or 4%, over the same period in the prior year. The decrease results from a 2022 reduction in the expense related to a restricted stock grant to our CFO, which was partially offset by an increase in the amortization of the grant date fair value of employee stock options granted to our CMO.
Professional Fees - Professional fees increased $27,756, or 57%, over the 2021 amount. In 2022, fees paid to outside consultants increased $31,240, which was primarily related to fees paid for a new brand awareness contract. In addition, accounting fees increased $4,042 and Edgar/filing fees increased $995. The increase in consulting, accounting and Edgar/filing fees was partially offset by a decrease in legal fees of $8,396 as compared to the prior period.
Advertising and Marketing - Advertising and marketing expense increased $12,851 over 2021, primarily due to the addition of a new contract sales and marketing representative in 2022.
Depreciation and Amortization - Depreciation and amortization expense increased $1,557, or 39%, over the same period in the prior year. The increase results from amortization expense related to new intangible assets placed in service in 2022 which was partially offset by declining depreciation expense as older assets become fully depreciated and/or disposed of.
Other - Other expense increased $2,000, or 76%, over 2021. The increase is primarily due to increased travel, entertainment and office expenses over the prior year.
Other Income (Expense)
The table below presents a comparison of our other income (expense) for the six months ended January 31, 2022 and 2021:
| For the Six Months Ended January 31, | ||||||||||||||||
| 2022 | 2021 | $ Variance | %Variance | |||||||||||||
| Interest expense | $ | (212,506 | ) | $ | (16,996 | ) | $ | (195,510 | ) | 1,150 | % | |||||
| Loan forgiveness | - | 41,931 | (41,931 | ) | - | |||||||||||
| Change in fair value of derivative liability | 59,091 | - | 59,091 | - | ||||||||||||
| Total | $ | (153,415 | ) | $ | 24,935 | $ | (178,350 | ) | (715 | )% | ||||||
| 8 |
Interest Expense - Interest expense increased $195,510 over the same period in the prior year. The increase is primarily due to the $180,000 amortization of debt discount and related interest payments of $21,600 on the AJB Note. The increase was partially offset by a reduction in interest expense related to our outstanding 5% convertible notes for 2021 due to note conversions.
Loan Forgiveness - Income from loan forgiveness decreased $41,931 over the same period in the prior year. In 2021, the U.S. Small Business Administration forgave the entire principal balance of $41,667 and related accrued interest charges of $264 then due under our Paycheck Protection Program loan.
Change in Fair Value of Derivative Liability - The change in the fair value of the derivative liability associated with our new AJB Note reflects a gain of $59,091 for the period. We incurred no change in derivative liabilities in the same period last year.
Liquidity and Capital Resources
Working Capital
The following table summarizes our working capital for the interim period ended January 31, 2022 and fiscal year ended July 31, 2021:
| January 31, 2022 | July 31, 2021 | |||||||
| Current assets | $ | 36,744 | $ | 49,018 | ||||
| Current liabilities | (2,819,196 | ) | (2,259,432 | ) | ||||
| Working capital deficiency | $ | (2,782,452 | ) | $ | (2,210,414 | ) | ||
Current assets for the interim period ended January 31, 2022 decreased $12,274 as compared to the fiscal year ended July 31, 2021. The decrease is due to a decrease in cash and cash equivalents and the amortization of prepaid expenses.
Current liabilities for the interim period ended January 31, 2022 increased $559,764 as compared to the fiscal year ended July 31, 2021. The increase is primarily due to amortization of debt discounts related to notes payable, short-term loans from related parties, and the continuing accrual of officer’s compensation. The increase was partially offset by reductions in accounts payable and a decrease in the fair value of derivative liabilities.
Net Cash Used by Operating Activities
We currently do not have a revenue source and will continue to have negative cash flow from operations for the near future. The factors in determining operating cash flows are largely the same as those that affect net earnings, except for non-cash expenses such as depreciation and amortization, stock-based compensation, amortization of debt discount and changes in fair value of assets and liabilities, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $103,868 for the six months ended January 31, 2022 as compared to $253,526 for the six months ended January 31, 2021. The $149,658 decrease in cash used during 2022 is primarily attributable to a decrease in cash payments for officer’s compensation.
Net Cash Used by Investing Activities
Net cash used by investing activities was $25,022 and $7,069 for the six months ended January 31, 2022 and 2021, respectively. The amount is comprised of cash paid for the filing of patent applications and for the development of software for our internal use.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $117,575 for the six months ended January 31, 2022, which represents a $67,396 decrease over the same period of 2021. The decrease from 2021 is primarily due to a $230,000 decline in proceeds from the sale of common stock and stock subscriptions, which was partially offset by a $163,400 increase in proceeds received from related party loans.
| 9 |
At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from debt financings and/or the sale of our equity securities to meet our obligations over the next twelve months. We are likely to continue using short-term loans from management to meet our short-term funding needs. We have no material commitments for capital expenditures as of January 31, 2022.
Going Concern Qualification
We have a history of losses, an accumulated deficit, a negative working capital and have not generated cash from operations to support a meaningful and ongoing business plan. Our Independent Registered Public Accounting Firm has included a “Going Concern Qualification” in their report for the years ended July 31, 2021 and 2020. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. We intend on financing our future activities and working capital needs from the sale of private and/or public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it more difficult to raise capital.
Critical Accounting Policies and Estimates
Our interim consolidated financial statements and related public financial information are based on the application of U.S. GAAP. U.S. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to U.S. GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 1 of our interim consolidated financial statements.
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our July 31, 2021 Annual Report.
We believe the following critical policies impact our more significant judgments and estimates used in preparation of our financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.
Impairment of Long-Lived Assets
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, we estimate fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
| 10 |
Intangible Assets
Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. We did not recognize any impairment losses during any of the periods presented.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.
Derivative Liability
Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” (paragraph 815-10-05-4 and Section 815-40-25). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity.
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
| 11 |
The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two- step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.
We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative at each balance sheet date. We record the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.
Revenue Recognition
Revenue is recognized under ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company’s revenue recognition policies remained unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.
Share-Based Compensation
The Company accounts for share-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for share-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718.
Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are expected to vest.
Business Combinations
We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition.
Capital Resources
We had no material commitments for capital expenditures as of January 31, 2022.
| 12 |
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of January 31, 2022.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not hold any market risk sensitive instruments. We consider our interest rate risk exposure to be minimal as a result of fixing interest rates on 100% of our debt. At January 31, 2022, there was no floating rate debt that would expose us to market fluctuations in interest rates.
Item 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, at the end of the period covered by this report (the “Evaluation Date”). In conducting its evaluation, management considered the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date we did not maintain disclosure controls and procedures that were effective in providing reasonable assurances that information required to be disclosed in our reports filed under the Securities Exchange act of 1934 was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 13 |
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
None.
Item 1A. RISK FACTORS.
Not required for emerging growth companies.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 13, 2021, we issued 1,250,000 shares of our common stock pursuant to a Securities Purchase Agreement (“SPA”) dated April 30, 2021. Under the original terms of the SPA, the investor agreed to purchase 2,000,000 shares of our common stock for $200,000 at a price of $0.10 per share through a series of payments. After receipt of $125,000 from the investor, both the Company and the investor mutually agreed to settlement of the SPA for the amounts received and the issuance of the shares at the agreed upon price per share. We incurred no cost related to the private placement. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.
On September 14, 2021, we entered into a Settlement and Amendment Agreement (the “Agreement”) with a purchaser of a Promissory Note and SPA dated February 2, 2021 for a potential event of default relating to subsequent equity transactions. As part of the settlement under the Agreement, we agreed to issue the purchaser an additional 666,666 shares of our common stock for payment of its $200,000 origination fee owed under the terms of the original note and SPA. We incurred no cost related to the transaction and there were no proceeds received. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
On various dates during the month of March 2018 we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in face amount. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually, and initially matured one-year from the date of issuance. As of March 8, 2022, 5% Notes with face amounts totaling $425,000 have been converted into common stock of the Company. 5% Notes with face amounts totaling $325,000 have matured and are currently in default for non-payment of principal and related accrued interest of $69,569 as of the filing date of this interim report.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
None.
| 14 |
Item 6. EXHIBITS
Exhibit No. |
Description | |
| 31.1 | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 15 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Healthcare Integrated Technologies, Inc. | |||
| Date: | March 8, 2022 | ||
| By: | /s/ Scott M. Boruff | ||
| Scott M. Boruff | |||
| President, Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Healthcare Integrated Technologies, Inc. | |||
| Date: | March 8, 2022 | ||
| By: | /s/ Charles B. Lobetti, III | ||
| Charles B. Lobetti, III | |||
| Chief Financial Officer | |||
| (Principal Financial Officer) | |||
| 16 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Scott M. Boruff, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of Healthcare Integrated Technologies, Inc. (the “Registrant”); | |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; | |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; | |
| d) | disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting. |
| Date: | March 8, 2022 | By: | /s/ Scott M. Boruff |
|
Scott M. Boruff Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Charles B. Lobetti, III, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of Healthcare Integrated Technologies, Inc. (the “Registrant”); | |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; | |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; | |
| d) | disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting. |
| Date: | March 8, 2022 | By: | /s/ Charles B. Lobetti, III |
|
Charles B. Lobetti, III Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Healthcare Integrated Technologies, Inc. (the “Company”), on Form 10-Q for the period ended January 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott M. Boruff, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: | March 8, 2022 | By: | /s/ Scott M. Boruff |
|
Scott M. Boruff Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Healthcare Integrated Technologies, Inc. (the “Company”), on Form 10-Q for the period ended January 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Charles B. Lobetti, III, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: | March 8, 2022 | By: | /s/ Charles B. Lobetti, III |
|
Charles B. Lobetti, III Chief Financial Officer (Principal Financial Officer) |