Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2020 | Jun. 09, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Digerati Technologies, Inc. | |
Entity Central Index Key | 0001014052 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,344,144 | |
Entity File Number | 001-15687 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 30, 2020 | Jul. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 445 | $ 406 |
Accounts receivable, net | 397 | 262 |
Prepaid and other current assets | 176 | 107 |
Total current assets | 1,018 | 775 |
LONG-TERM ASSETS: | ||
Intangible assets, net | 1,546 | 1,832 |
Goodwill, net | 810 | 810 |
Property and equipment, net | 456 | 579 |
Other assets | 73 | 58 |
Investment in Itellum | 185 | 185 |
Right-of-use asset | 213 | |
Total assets | 4,301 | 4,239 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,516 | 1,264 |
Accrued liabilities | 1,813 | 1,493 |
Equipment financing | 68 | 65 |
Convertible note payable, current, net $376 and $547, respectively | 407 | 1,005 |
Note payable, current, related party, net of $0 and $7, respectively | 131 | 383 |
Note payable, current, net $0 and $0, respectively | 837 | 1,218 |
Deferred income | 318 | 285 |
Derivative liability | 1,099 | 927 |
Lease liability | 114 | |
Total current liabilities | 6,303 | 6,640 |
LONG-TERM LIABILITIES: | ||
Convertible debenture, net $0 and $29, respectively | 21 | |
Notes payable, related party, net $12 and $17, respectively | 95 | 136 |
Note payable, net $0 and $0, respectively | 693 | |
Equipment financing | 48 | 100 |
Lease liability | 99 | |
Total long-term liabilities | 935 | 257 |
Total liabilities | 7,238 | 6,897 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.001, 50,000,000 shares authorized Series A Preferred stock, $0.001, 1,000,000 shares designated, 225,000 and 225,000 issued and outstanding, respectively Series B Preferred stock, $0.001, 1,000,000 shares designated, 424,165 and 0 issued and outstanding, respectively | ||
Common stock, $0.001, 150,000,000 shares authorized, 84,844,144 and 23,740,406 issued and outstanding, respectively (6,000,000 reserved in Treasury) | 85 | 24 |
Additional paid in capital | 85,762 | 82,972 |
Accumulated deficit | (88,392) | (85,320) |
Other comprehensive income | 1 | 1 |
Total Digerati's stockholders' deficit | (2,544) | (2,323) |
Noncontrolling interest | (393) | (335) |
Total stockholders' deficit | (2,937) | (2,658) |
Total liabilities and stockholders' deficit | $ 4,301 | $ 4,239 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2020 | Jul. 31, 2019 |
Convertible note payable, current, net | $ 376 | $ 547 |
Note payable, current, net | 0 | 0 |
Note payable, current, related party, net | 0 | 7 |
Convertible debenture, net | 0 | 29 |
Notes payable, related party, net | 12 | 17 |
Notes payable | $ 0 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 84,844,144 | 23,740,406 |
Common stock, shares outstanding | 84,844,144 | 23,740,406 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Treasury Stock , shares | 6,000,000 | 6,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 225,000 | 225,000 |
Preferred stock, shares outstanding | 225,000 | 225,000 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 424,165 | 0 |
Preferred stock, shares outstanding | 424,165 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
OPERATING REVENUES: | ||||
Cloud software and service revenue | $ 1,566 | $ 1,485 | $ 4,712 | $ 4,493 |
Total operating revenues | 1,566 | 1,485 | 4,712 | 4,493 |
OPERATING EXPENSES: | ||||
Cost of services (exclusive of depreciation and amortization) | 764 | 770 | 2,343 | 2,322 |
Selling, general and administrative expense | 1,047 | 1,220 | 3,357 | 3,040 |
Legal and professional fees | 98 | 95 | 408 | 305 |
Bad debt | (19) | (19) | (3) | |
Depreciation and amortization expense | 148 | 167 | 465 | 505 |
Total operating expenses | 2,038 | 2,252 | 6,554 | 6,169 |
OPERATING LOSS | (472) | (767) | (1,842) | (1,676) |
OTHER INCOME (EXPENSE): | ||||
Gain (loss) on derivative instruments | (249) | 903 | 69 | (594) |
Gain on settlement of debt | 134 | 134 | ||
Income tax benefit (expense) | (10) | (10) | 22 | (37) |
Interest expense | (511) | (376) | (1,513) | (1,414) |
Total other income (expense) | (636) | 517 | (1,288) | (2,045) |
NET LOSS INCLUDING NONCONTROLLING INTEREST | (1,108) | (250) | (3,130) | (3,721) |
Less: Net loss attributable to the noncontrolling interests | 1 | 29 | 58 | 87 |
NET LOSS ATTRIBUTABLE TO DIGERATI'S SHAREHOLDERS | (1,107) | (221) | (3,072) | (3,634) |
Deemed dividend on Series A Convertible preferred stock | (2) | (2) | ||
NET LOSS ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS | $ (1,107) | $ (223) | $ (3,072) | $ (3,636) |
LOSS PER COMMON SHARE - BASIC | $ (0.02) | $ (0.01) | $ (0.07) | $ (0.24) |
LOSS PER COMMON SHARE - DILUTED | $ (0.02) | $ (0.01) | $ (0.07) | $ (0.24) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC | 61,624,640 | 18,184,442 | 41,445,900 | 15,163,082 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 61,624,640 | 18,184,442 | 41,445,900 | 15,163,082 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands | Convertible Preferred A | Convertible Preferred B | Convertible Preferred | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Stockholders Deficit | Noncontrolling Interest | Total |
BALANCE at Jul. 31, 2018 | $ 13 | $ 79,993 | $ (80,800) | $ 1 | $ (793) | $ (207) | $ (1,000) | |||
BALANCE, Shares at Jul. 31, 2018 | 12,775,143 | |||||||||
Amortization of employee stock options | 95 | 95 | 95 | |||||||
Stock issued for cash | 47 | 47 | 47 | |||||||
Stock issued for cash, shares | 80,000 | |||||||||
Stock issued for convertible debt | ||||||||||
Stock issued for convertible debt, shares | ||||||||||
Value of warrants issued | 79 | 79 | 79 | |||||||
Stock issued, for debt | 36 | 36 | 36 | |||||||
Stock issued, for debt, shares | 240,000 | |||||||||
Stock issued for AP settlement | 6 | 6 | 6 | |||||||
Stock issued for AP settlement, shares | 21,672 | |||||||||
Net loss | (914) | (914) | (27) | (941) | ||||||
BALANCE at Oct. 31, 2018 | $ 13 | 80,256 | (81,714) | 1 | (1,444) | (234) | (1,678) | |||
BALANCE, Shares at Oct. 31, 2018 | 13,116,815 | |||||||||
BALANCE at Jul. 31, 2018 | $ 13 | 79,993 | (80,800) | 1 | (793) | (207) | (1,000) | |||
BALANCE, Shares at Jul. 31, 2018 | 12,775,143 | |||||||||
Preferred Stock Series A and warrants issued for AP settlement | ||||||||||
Net loss | (3,721) | |||||||||
BALANCE at Apr. 30, 2019 | $ 19 | 81,764 | (84,434) | 1 | (2,650) | (294) | (2,944) | |||
BALANCE, Shares at Apr. 30, 2019 | 50,000 | 18,876,431 | ||||||||
BALANCE at Oct. 31, 2018 | $ 13 | 80,256 | (81,714) | 1 | (1,444) | (234) | (1,678) | |||
BALANCE, Shares at Oct. 31, 2018 | 13,116,815 | |||||||||
Stock issued for services, to employees | $ 1 | 113 | 114 | 114 | ||||||
Stock issued for services, to employees, shares | 635,156 | |||||||||
Stock issued for services | 70 | 70 | 70 | |||||||
Stock issued for services, shares | 200,000 | |||||||||
Amortization of employee stock options | 41 | 41 | 41 | |||||||
Stock issued for cash | 75 | 75 | 75 | |||||||
Stock issued for cash, shares | 258,621 | |||||||||
Stock issued for convertible debt | $ 2 | 225 | 227 | 227 | ||||||
Stock issued for convertible debt, shares | 1,642,020 | |||||||||
Value of warrants issued | 16 | 16 | 16 | |||||||
Stock issued, for debt, shares | 28,000 | |||||||||
Stock issued, extension of debt | 24 | 24 | 24 | |||||||
Stock issued, extension of debt, shares | 105,000 | |||||||||
Stock issued for AP settlement | 18 | 18 | 18 | |||||||
Stock issued for AP settlement, shares | 56,327 | |||||||||
Net loss | (2,499) | (2,499) | (31) | (2,530) | ||||||
BALANCE at Jan. 31, 2019 | $ 16 | 80,838 | (84,213) | 1 | (3,358) | (265) | (3,623) | |||
BALANCE, Shares at Jan. 31, 2019 | 16,041,939 | |||||||||
Stock issued for services | $ 1 | 178 | 179 | 179 | ||||||
Stock issued for services, shares | 725,000 | |||||||||
Amortization of employee stock options | 153 | 153 | 153 | |||||||
Stock issued for cash | $ 1 | 149 | 150 | 150 | ||||||
Stock issued for cash, shares | 600,000 | |||||||||
Stock issued for convertible debt | $ 1 | 360 | 361 | 361 | ||||||
Stock issued for convertible debt, shares | 1,288,777 | |||||||||
Preferred stock issued for cash | 50 | 50 | 50 | |||||||
Preferred stock issued for cash, shares | 50,000 | |||||||||
Stock issued, extension of debt | 16 | 16 | 16 | |||||||
Stock issued, extension of debt, shares | 85,000 | |||||||||
Stock issued for AP settlement | 13 | 13 | 13 | |||||||
Stock issued for AP settlement, shares | 60,715 | |||||||||
Stock issued, exercise of warrants | 7 | 7 | 7 | |||||||
Stock issued, exercise of warrants, shares | 75,000 | |||||||||
Beneficial conversion feature on convertible preferred stock | 2 | 2 | 2 | |||||||
Deemed dividend on series A Convertible Preferred Stock | (2) | (2) | (2) | |||||||
Net loss | (221) | (221) | (29) | (250) | ||||||
BALANCE at Apr. 30, 2019 | $ 19 | 81,764 | (84,434) | 1 | (2,650) | (294) | (2,944) | |||
BALANCE, Shares at Apr. 30, 2019 | 50,000 | 18,876,431 | ||||||||
BALANCE at Jul. 31, 2019 | $ 24 | 82,972 | (85,320) | 1 | (2,323) | (335) | (2,658) | |||
BALANCE, Shares at Jul. 31, 2019 | 225,000 | 23,740,406 | ||||||||
Stock issued for services, to employees | $ 5 | 365 | 370 | 370 | ||||||
Stock issued for services, to employees, shares | 5,289,420 | |||||||||
Amortization of employee stock options | 141 | 141 | 141 | |||||||
Derivative liability resolved to APIC due to note conversion | 240 | 240 | 240 | |||||||
Stock issued for convertible debt | $ 4 | 153 | 157 | 157 | ||||||
Stock issued for convertible debt, shares | 3,782,881 | |||||||||
Stock issued, extension of debt | 40 | 40 | 40 | |||||||
Stock issued, extension of debt, shares | 400,000 | |||||||||
Dividends declared | (8) | (8) | (8) | |||||||
Net loss | (1,508) | (1,508) | (13) | (1,521) | ||||||
BALANCE at Oct. 31, 2019 | $ 33 | 83,903 | (86,828) | 1 | (2,891) | (348) | (3,239) | |||
BALANCE, Shares at Oct. 31, 2019 | 225,000 | 33,212,707 | ||||||||
BALANCE at Jul. 31, 2019 | $ 24 | 82,972 | (85,320) | 1 | (2,323) | (335) | (2,658) | |||
BALANCE, Shares at Jul. 31, 2019 | 225,000 | 23,740,406 | ||||||||
Preferred Stock Series A and warrants issued for AP settlement | 25 | |||||||||
Net loss | (3,130) | |||||||||
BALANCE at Apr. 30, 2020 | $ 85 | 85,762 | (88,392) | 1 | (2,544) | (393) | (2,937) | |||
BALANCE, Shares at Apr. 30, 2020 | 225,000 | 424,165 | 84,844,144 | |||||||
BALANCE at Oct. 31, 2019 | $ 33 | 83,903 | (86,828) | 1 | (2,891) | (348) | (3,239) | |||
BALANCE, Shares at Oct. 31, 2019 | 225,000 | 33,212,707 | ||||||||
Stock issued for services, to employees | $ 5 | 193 | 193 | 193 | ||||||
Stock issued for services, to employees, shares | 5,012,658 | |||||||||
Stock issued for services | $ 1 | 15 | 16 | 16 | ||||||
Stock issued for services, shares | 400,000 | |||||||||
Amortization of employee stock options | 110 | 110 | 110 | |||||||
Derivative liability resolved to APIC due to note conversion | 145 | 145 | 145 | |||||||
Stock issued for cash | ||||||||||
Stock issued for convertible debt | $ 9 | 144 | 153 | 153 | ||||||
Stock issued for convertible debt, shares | 8,539,179 | |||||||||
Stock issued for accrued interest payments on debt | 15 | 15 | 15 | |||||||
Stock issued for accrued interest payments on debt, shares | 282,885 | |||||||||
Stock issued, extension of debt | 3 | 3 | 3 | |||||||
Stock issued, extension of debt, shares | 80,000 | |||||||||
Dividends declared | (4) | (4) | (4) | |||||||
Stock issued for conversion of Series A convertible preferred stock | ||||||||||
Stock issued for conversion of Series A convertible preferred stock, shares | (25,000) | 86,667 | ||||||||
Net loss | (457) | (457) | (44) | (501) | ||||||
BALANCE at Jan. 31, 2020 | $ 48 | 84,524 | (87,285) | 1 | (2,712) | (392) | (3,104) | |||
BALANCE, Shares at Jan. 31, 2020 | 200,000 | 47,614,096 | ||||||||
Stock issued for services, to employees | $ 12 | 222 | 234 | 234 | ||||||
Stock issued for services, to employees, shares | 11,509,022 | |||||||||
Amortization of employee stock options | 63 | 63 | 63 | |||||||
Derivative liability resolved to APIC due to note conversion | 139 | 139 | 139 | |||||||
Stock issued for convertible debt | $ 25 | 352 | 377 | 377 | ||||||
Stock issued for convertible debt, shares | 25,110,999 | |||||||||
Stock issued for accrued interest payments on debt | 4 | 4 | 4 | |||||||
Stock issued for accrued interest payments on debt, shares | 110,027 | |||||||||
Stock issued, extension of debt | 7 | 7 | 7 | |||||||
Stock issued, extension of debt, shares | 300,000 | |||||||||
Stock issued, settlement of debt | 5 | 5 | 5 | |||||||
Stock issued, settlement of debt, shares | 200,000 | |||||||||
Dividends declared | (3) | (3) | (3) | |||||||
Preferred Stock Series A and warrants issued for AP settlement | 25 | 25 | 25 | |||||||
Preferred Stock Series A and warrants issued for AP settlement, shares | 25,000 | |||||||||
Preferred Stock Series B issued for debt settlement | 424 | 424 | 424 | |||||||
Preferred Stock Series B issued for debt settlement, shares | 424,165 | |||||||||
Net loss | (1,107) | (1,107) | (1,108) | |||||||
BALANCE at Apr. 30, 2020 | $ 85 | $ 85,762 | $ (88,392) | $ 1 | $ (2,544) | $ (393) | $ (2,937) | |||
BALANCE, Shares at Apr. 30, 2020 | 225,000 | 424,165 | 84,844,144 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,130) | $ (3,721) |
Adjustments to reconcile net loss to cash used in by operating activities: | ||
Depreciation and amortization | 465 | 505 |
Stock compensation and warrant expense | 1,132 | 716 |
Bad debt recovery | (18) | (3) |
Loss on AP settled with stock | 5 | |
Interest expense from stock issued for debt extension | 24 | |
Amortization of ROU - operating | 159 | |
Amortization of debt discount | 1,046 | 959 |
Loss (Gain) on derivative liabilities | (69) | 594 |
Gain settlement of debt | (134) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (116) | (13) |
Escrow deposit related to acquisition | (55) | |
Prepaid expenses and other current assets | 18 | 45 |
Right of use operating lease liability | (159) | |
Accounts payable | 277 | 54 |
Accrued expenses | 532 | 539 |
Deferred income | 33 | 52 |
Net cash provided by (used in) operating activities | 36 | (299) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid in acquisition of equipment | (57) | (43) |
Cash paid for escrow deposit related to acquisition | (102) | |
Net cash used in investing activities | (159) | (43) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of stock and warrants | 322 | |
Borrowings from convertible debt, net of original issuance cost and discounts | 195 | 509 |
Borrowings from related party note, net | 70 | 25 |
Borrowings from 3rd party promissory notes, net | 322 | 100 |
Principal payments on convertible notes, net | (301) | |
Principal payments on related party notes, net | (376) | (94) |
Principal payments on 3rd party promissory notes, net | (125) | |
Principal payment on equipment financing | (49) | (22) |
Net cash provided by financing activities | 162 | 414 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 39 | 72 |
CASH AND CASH EQUIVALENTS, beginning of period | 406 | 388 |
CASH AND CASH EQUIVALENTS, end of period | 445 | 460 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 323 | 355 |
Income tax paid | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Debt discount from warrants issued with debt | 38 | |
Debt discount from common stock issued with debt | 36 | |
Debt discount from derivative liabilities | 765 | 509 |
Debt from assignment of accrued interest | 99 | |
Capitalization of ROU assets and liabilities - operating | 372 | |
Preferred Stock Series A and warrants issued for AP settlement | 25 | |
Preferred Stock Series B issued for debt conversion and settlement | 424 | |
Common Stock issued for debt conversion | 692 | 155 |
Common Stock issued for interest payment | 19 | |
Common Stock issued for debt extension | 50 | 17 |
Deemed dividend on Series A Convertible preferred stock | (2) | |
Dividends | 15 | |
Derivative liability resolved to APIC due to debt conversion | $ 524 | $ 432 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements of Digerati Technologies, Inc. ("we;" "us," "our," or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended July 31, 2019 contained in the Company's Form 10-K filed on October 28, 2019 have been omitted. Customers and Suppliers We rely on various suppliers to provide services in connection with our VOIP and UCaaS offerings. Our customers include businesses in various industries including Healthcare, Banking, Financial Services, Legal, Real Estate, and Construction. We are not dependent upon any single supplier or customer. During the nine months ended April 30, 2020 and 2019, the Company did not derive a significant amount of revenue from one single customer. As of the nine months ended April 30, 2020 and 2019, the Company did not derive a significant amount of accounts receivable from one single customer. Sources of revenue: Cloud Software and Service Revenue. The Company recognizes cloud software and service revenue, mainly from subscription services for its cloud telephony applications that includes hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized applications. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company's revenue is recognized at the time control of the products transfers to the customer. Service Revenue Service revenue from subscriptions to the Company's cloud-based technology platform is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Usage fees, either bundled or not bundled, are recognized when the Company has a right to invoice. Professional services for configuration, system integration, optimization, customer training and/or education are primarily billed on a fixed-fee basis and are performed by the Company directly. Alternatively, customers may choose to perform these services themselves or engage their own third-party service providers. Professional services revenue is recognized over time, generally as services are activated for the customer. Product Revenue The Company recognizes product revenue for telephony equipment at a point in time, when transfer of control has occurred, which is generally upon delivery. Sales returns are recorded as a reduction to revenue estimated based on historical experience. Disaggregation of Cloud software and service revenue Summary of disaggregated revenue is as follows (in thousands): Three months ended Nine months ended 2020 2019 2020 2019 Cloud software and service revenue $ 1,556 $ 1,455 $ 4,653 $ 4,340 Product revenue 10 30 59 153 Total operating revenues $ 1,566 $ 1,485 $ 4,712 $ 4,493 Contract Assets Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services or equipment for a reduced consideration at the onset of an arrangement; for example, when the initial month's services or equipment are discounted. Contract assets are included in prepaid and other current assets in the consolidated balance sheets, depending on if their reduction is recognized during the succeeding 12-month period or beyond. Contract assets as of April 30, 2020 and July 31, 2019, were $5,084 and $22,967, respectively. Deferred Income Deferred income represents billings or payment received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services, for services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding 12-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other noncurrent liabilities in the consolidated balance sheets. Deferred income as of April 30, 2020 and July 31, 2019, were $318,000 and $285,000, respectively. Costs to Obtain a Customer Contract Sales commissions are paid upon collections of related revenue and are expensed during the same period. Sales commissions for the nine months ended April 30, 2020 and April 30, 2019, were $51,953 and $39,828, respectively. Direct Costs - Cloud software and service We incur bandwidth and colocation charges in connection with our UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between our customers to allow them access to our various services. We also incur costs from underlying providers for fiber, Internet broadband, and telecommunication circuits in connection with our data and connectivity solutions. Noncontrolling interest. Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and other comprehensive income (loss). For the nine months ended April 30, 2020 and 2019, the Company recognized a noncontrolling deficits of $58,000 and $87,000, respectively. Recently issued accounting pronouncements. In February 2016, the FASB issued ASU No. 2016-02, Leases |
Going Concern
Going Concern | 9 Months Ended |
Apr. 30, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN Financial Condition The Company's consolidated financial statements for the nine months ending April 30, 2020 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Since the Company's inception in 1993, the Company has incurred net losses and accumulated a deficit of approximately $88,392,000 and a working capital deficit of approximately $5,285,000 which raises substantial doubt about Digerati's ability to continue as a going concern. Management Plans to Continue as a Going Concern Management believes that current available resources will not be sufficient to fund the Company's operations over the next 12 months. The Company's ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among other things, raising additional capital or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding, the Company will seek to secure such additional funding from various possible sources, including the public equity market, private financings, sales of assets, collaborative arrangements and debt. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional funds or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to execute its business plan, the Company could be required to delay or reduce the scope of its operations, and the Company may not be able to pay off its obligations, if and when they come due. The Company will continue to work with various funding sources to secure additional debt and equity financings. However, the Company cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern. The Company's consolidated financial statements as of April 30, 2020 do not include any adjustments that might result from the inability to implement or execute the Company's plans to improve our ability to continue as a going concern. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Apr. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 3 – INTANGIBLE ASSETS Below are summarized changes in intangible assets at April 30, 2020 and July 31, 2019: Gross Carrying Accumulated Net Carrying April 30, 2020 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (18,672 ) 21,328 Customer relationships, 7 years 1,480,000 (434,648 ) 1,045,352 Marketing & Non-compete, 5 years 800,000 (320,000 ) 480,000 Total Define-lived Assets 2,470,000 (923,320 ) 1,546,680 Goodwill, Indefinite 810,353 - 810,353 Balance, April 30, 2020 $ 3,280,353 $ (923,320 ) $ 2,357,033 Gross Carrying Accumulated Net Carrying July 31, 2019 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (12,672 ) 27,328 Customer relationships, 7 years 1,480,000 (276,077 ) 1,203,923 Marketing & Non-compete, 5 years 800,000 (200,000 ) 600,000 Total Define-lived Assets 2,470,000 (638,749 ) 1,831,251 Goodwill, Indefinite 810,353 - 810,353 Balance, July 31, 2019 $ 3,280,353 $ (638,749 ) $ 2,641,604 Total amortization expense for the nine months ended April 30, 2020 and 2019 was $284,571 and $284,571, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 4 – STOCK-BASED COMPENSATION In November 2015, the Company adopted the Digerati Technologies, Inc. 2015 Equity Compensation Plan (the "Plan"). The Plan authorizes the grant of up to 7.5 million stock options, restricted common shares, non-restricted common shares and other awards to employees, directors, and certain other persons. The Plan is intended to permit the Company to retain and attract qualified individuals who will contribute to the overall success of the Company. The Company's Board of Directors determines the terms of any grants under the Plan. Exercise prices of all stock options and other awards vary based on the market price of the shares of common stock as of the date of grant. The stock options, restricted common stock, non-restricted common stock and other awards vest based on the terms of the individual grant. During the nine months ended April 30, 2020, we issued: ● 7,313,827 common shares to the Executive Officers for services in lieu of cash compensation. The Company recognized stock-based compensation expense of approximately $410,044 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. ● 2,988,251 shares of common stock to the Executive Officers, with a market value at time of issuance of $158,216 the stock was issued as payment for outstanding compensation. ● 60,000 options to purchase common shares to an employee with an exercise price of $0.12 per share and a term of 5 years. The options vest equally over a period of three years. The options have a fair market value of $7,158. ● 11,509,020 common shares to various employees as part of the Company's Non-Standardized profit-sharing plan contribution. The Company recognized stock-based compensation expense of approximately $233,633 equivalent to the value of the shares calculated based on the share's closing price at the grant date. The fair market value of all options issued was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00 % Expected stock price volatility 317.52 % Risk-free interest rate 1.47 % Expected term 3.0 year During the nine months ended April 30, 2019, we issued: ● 635,155 common shares to various employees as part of the Company's Non-Standardized profit-sharing plan contribution. The Company recognized stock-based compensation expense of approximately $115,000 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. ● 100,000 options to purchase common shares to a member of the Board of Directors with an exercise price of $0.18 per share and a term of 5 years. The options vest equally over a period of one year. The options have a fair market value of $11,406. ● 1,725,000 options to purchase common shares to members of the Management team with an exercise price of $0.19 per share and a term of 5 years. The options vest equally over a period of one year. The options have a fair market value of $217,263. The Company recognized approximately $315,000 and $403,000 in stock option amortization expense to employees during the nine months ended April 30, 2020 and 2019, respectively. Unamortized compensation cost totaled $126,182 and $388,732 on April 30, 2020 and April 30, 2019, respectively. In addition, during the nine months ended April 30, 2020 and 2019 Digerati recognized approximately $817,000 and $313,000, respectively in stock compensation expense to employees as part of the Company's Non-Standardized profit-sharing plan contribution and other stock compensation to employees. A summary of the stock options as of April 30, 2020 and July 31, 2019 and the changes during the nine months ended April 30, 2020 are presented below: Weighted average Weighted average remaining contractual Options exercise price term (years) Outstanding at July 31, 2019 4,940,000 $ 0.27 3.65 Granted 60,000 $ 0.12 4.57 Exercised - - - Forfeited and cancelled - - - Outstanding at April 30, 2020 5,000,000 $ 0.27 2.92 Exercisable at April 30, 2020 4,681,507 $ 0.26 2.86 The aggregate intrinsic value (the difference between the Company's closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 5,000,000 and 4,940,000 stock options outstanding at April 30, 2020 and July 31, 2019 was $0 and $0, respectively. The aggregate intrinsic value of 4,681,507 and 3,452,405 stock options exercisable at April 30, 2020 and July 31, 2019 was $0 and $0, respectively. |
Warrants
Warrants | 9 Months Ended |
Apr. 30, 2020 | |
Warrants [Abstract] | |
WARRANTS | NOTE 5 – WARRANTS During the nine months ended April 30, 2020, we issued the following warrants. In March 2020, the Company received $25,000 in professional services and issued 25,000 shares of Series A Convertible Preferred Stock at an conversion price of $0.30 per share and warrants to purchase an additional 50,000 shares of its common stock at an exercise price of $0.20 per share. We determined that the warrants issued in connection with the services received were equity instruments and did not represent derivative instruments. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. During the nine months ended April 30, 2019, we issued the following warrants: In August 2018, the Company secured $40,000 from an accredited investor under a private placement and issued 80,000 shares of its common stock at a price of $0.50 per share and warrants to purchase an additional 15,000 shares of its common stock at an exercise price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments and did not represent derivative instruments. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. In October 2018, the Company issued 200,000 warrants under an extension of payments to existing promissory notes, with a combined current principal balance of $75,000, the warrants vested at time of issuance. The warrants have a term of 3 years, with an exercise price of $0.10. Under a Black-Scholes valuation the relative fair market value of the warrants at time of issuance was approximately $31,000 and was recognized as a discount on the promissory note, the company will amortize the fair market value as interest expense over 3 months. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. In January 2019, the Company cancelled 260,000 warrants with an exercise price of $0.15. Additionally, the Company issued 260,000 common shares to replace these warrants, in conjunction with two promissory notes with a principal balance of $50,000, in addition at the time of issuance we recognized a discount of $36,000. In February 2019, the Company secured $50,000 from accredited investors under a private placement and issued 50,000 shares of Series A Convertible Preferred Stock at an conversion price of $0.30 per share and warrants to purchase an additional 100,000 shares of its common stock at an exercise price of $0.20 per share. We determined that the warrants issued in connection with the private placement were equity instruments and did not represent derivative instruments. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. In February 2019, the Company received $1,500 for the exercise of 15,000 warrants, with an exercise price of $0.10 per warrant. In March 2019, the Company received $6,000 for the exercise of 60,000 warrants, with an exercise price of $0.10 per warrant. The fair market value of all warrants issued was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00 % Expected stock price volatility 153.99% - 237.00 % Risk-free interest rate 2.05% -2.93 % Expected term 3.0 - 5.0 years A summary of the warrants as of April 30, 2020 and July 31, 2019 and the changes during the six months ended April 30, 2020 are presented below: Weighted average Weighted average remaining contractual Warrants exercise price term (years) Outstanding at July 31, 2019 2,700,000 $ 0.32 2.19 Granted 50,000 $ 0.20 3.00 Exercised - - - Forfeited and cancelled (300,000 ) $ 0.14 - Outstanding at April 30, 2020 2,450,000 $ 0.34 1.73 Exercisable at April 30, 2020 2,150,000 $ 0.25 1.59 The aggregate intrinsic value (the difference between the Company's closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money warrants) of the 2,450,000 and 2,700,000 warrants outstanding at April 30, 2020 and July 31, 2019 was $5,060 and $63,602, respectively. The aggregate intrinsic value of 2,150,000 and 2,400,000 warrants exercisable at April 30, 2020 and July 31, 2019 was $4,290 and $63,602, respectively. In January 2020, 300,000 warrants expired with an exercise price pf $0.136. These warrants were issued in January 2015. In December 2017, the Company issued 100,000 warrants to a consultant for services, the warrants vested at time of issuance. The warrants have a term of 5 years, with an exercise price of $0.50. Under a Black-Scholes valuation the fair market value of the warrants at time of issuance was approximately $49,000, the Company will amortize the fair market value as warrant expense over 12 months. Additionally, the Company committed to issue 100,000 warrants if the Company's stock price traded at $0.75 per share for 10 consecutive days, to issue 100,000 warrants if the Company's stock price traded at $1.00 per share for 10 consecutive days, and to issue 100,000 warrants if the Company's stock price traded at $1.25 per share for 10 consecutive days. Under a Black-Scholes valuation the fair market value of the warrants at time of issuance was approximately $143,000, the Company amortized the fair market value as warrant expense over 12 months. The 200,000 commitment warrants have not been issued since the requirements were not achieved during the nine months ending April 30, 2020. |
Debt
Debt | 9 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 - DEBT Non-convertible - debt On April 30, 2018, T3 Communications, Inc., a Nevada corporation ("T3"), our majority owned subsidiary, entered into a secured promissory note for $650,000 with an effective annual interest rate of 0% and a maturity date of May 14, 2018, provided, however, the Maturity Date will automatically be extended by one (1) additional period of thirty (30) days, until June 14, 2018. In addition, T3 entered into a Security Agreement, whereby T3 agreed to pledge one third of the outstanding shares of its Florida operations, T3 Communications, Inc., the secured interest will continue until the principal balance is paid in full. Furthermore, a late fee of $3,000 per calendar week will be accessed beginning on May 15, 2018 and will continue until the principal balance is paid in full. On May 6, 2020, the Company received an additional $50,000 from the lender and increased the principal of the promissory note to $700,000 and the lender agreed to extend the maturity date until June 30, 2020, we are currently paying a $3,250 per week late fee. As of April 30, 2020, and July 31, 2019, the outstanding principal balance were $700,000 and $650,000, respectively. On April 30, 2018, T3 entered into a credit facility under a secured promissory note of $500,000, interest payment for the first twenty-three months with a balloon payment on the twenty-fourth month and a maturity date of April 30, 2020. Collateralized by T3's accounts receivables and with an effective annual interest rate of prime plus 5.25%, adjusted quarterly on the first day of each calendar quarter. However, the rate will never be less than 9.50% per annum. In the event of default, the interest rate will be the maximum non-usurious rate of interest per annum permitted by whichever of applicable United States federal law or Louisiana law permits the higher interest rate. T3 agreed to pay the lender a commitment fee of 1.00% upon payment of the first interest payment under the credit facility and 1.00% on the first anniversary of the credit facility. In addition, T3 agreed to pay a monitoring fee of 0.33% of the credit facility, payable in arrears monthly. T3 also agreed to pay an over-advance fee of 3.00% of the amount advanced in excess of the borrowing base or maximum amount of the credit facility, payable in arrears monthly. T3 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000. On April 10, 2020, the Company increased the credit facility to $600,000 and the lender agreed to extend the maturity date until April 10, 2022. In addition, the Company agreed to a revised effective annual interest rate of prime plus 5.75%, adjusted quarterly on the first day of each calendar quarter. However, the rate will never be less than 11.00% per annum. During the period ended April 30, 2020, the Company received an additional $93,820 from the lender. As of April 30, 2020, and July 31, 2019, the outstanding principal balance were $593,820 and $500,000, respectively. On October 22, 2018, the Company issued a secured promissory note for $50,000, bearing interest at a rate of 8% per annum, with maturity date of December 31, 2018. In February 2020, the maturity date was extended to December 31, 2020. In conjunction with the extension, the Company issued 40,000 shares of common stock. At issuance, the fair market value of the shares was recorded as interest expense of $800. The promissory note is secured by a Pledge and Escrow Agreement, whereby the Company agreed to pledge rights to a collateral due under certain Agreement. The outstanding balance as of April 30, 2020 was $50,000. On June 14, 2019, the Company, entered into a Stock Purchase Agreement (the "Agreement") to acquire a 12% minority interest in Itellum Comunicacions Costa Rica, S.R.L. In conjunction with this transaction, we entered into a non-recourse promissory note for $17,500 with an effective annual interest rate of 8% and an initial maturity date of September 14, 2019. On February 15, 2020, the maturity date was extended to July 31, 2020. In addition, the holder agreed to accept 200,000 shares of common stock as a principal payment on the note for $10,000. The outstanding balance as of April 30, 2020 was $7,500. On February 26, 2020, the Company entered into a secured promissory note for $30,000 with an effective annual interest rate of 12% and a maturity date of May 1, 2020. Subsequently, the note holder agreed to extend the maturity date until August 31, 2020. The proceeds from this note were used to extend the closing date of the acquisition of Nexogy, the funds are held in an escrow account for the benefit of owners of Nexogy, and therefore, the Company included the prepaid amounts in other current assets as of April 30, 2020. The promissory note is secured by the Company's receivables. The outstanding balance as of April 30, 2020 was $30,000. On April 22, 2020, the Company, entered into two unsecured promissory notes (the "Notes") for $62,500 and $86,500 made to the Company under the Paycheck Protection Program (the "PPP"). The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and is administered by the U.S. Small Business Administration (the "SBA"). The loans to the Company was made through The Bank of San Antonio (the "Lender"). The Notes provide for an interest rate of 1.00% per year and matures two years after the issuance date. Beginning on the seventh month following the date of the Notes, the Company is required to make 18 monthly payments of principal and interest in the amount of $8,316. The Notes may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020. The Notes contain events of default and other conditions customary for a Note of this type. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in any regulations and guidelines the SBA may adopt. While the Company currently believes that its use of the Note proceeds will meet the conditions for forgiveness under the PPP, no assurance is provided that the Company will obtain forgiveness of the Notes in whole or in part. Notes payable, related party On April 30, 2018, T3 entered into a convertible secured promissory note for $525,000 with an effective annual interest rate of 8% and a maturity date of April 30, 2020. With a principal payment of $100,000 due on June 1, 2018 and a principal payment of $280,823 due on April 30, 2020. Payment are based on a 60-month repayment schedule. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under the Note or the Pledge and Escrow Agreement; or (ii) mutual agreement between the Borrower and the Holder, the Holder may convert all or any portion of the outstanding principal, accrued and unpaid interest, Premium, if applicable, and any other sums due and payable hereunder (such total amount, the "Conversion Amount") into shares of Common Stock (the "Conversion Shares") at a price equal to: (i) the Conversion Amount (the numerator); divided by On February 27, 2020, the Company entered into an unsecured promissory note for $70,000 with an effective annual interest rate of 12% and a maturity date of May 1, 2020. Subsequently, the note holder agreed to extend the maturity date until August 31, 2020. In addition, the Company agreed to pay the lender in services provided by the Company, and any unpaid principal and accrued interest will be paid in cash. The proceeds from this note were used to extend the closing date of the acquisition of Nexogy, the funds are held in an escrow account for the benefit of owners of Nexogy, and therefore, the Company included the prepaid amounts in other current assets as of April 30, 2020. The note holder also serves as President, CEO and Board Member of T3 Communications, Inc., the Florida entity that is one of our operating subsidiaries. On May 1, 2018, T3 entered into a secured promissory note for $275,000 with an effective annual interest rate of 0% with an interest and principal payment of $6,000 per month and shall continue perpetuity until the entire principal amount is paid in full. The promissory note is guaranteed to the lender by 15% of the stock owned by T3 in its Florida operations, T3 Communications, Inc., the secured interest will continue until the principal balance is paid in full. In conjunction with the promissory note, the Company issued 3-year warrants to purchase 100,000 shares of common stock at an exercise price of $0.50 per share. Under a Black-Scholes valuation the relative fair market value of the warrants at time of issuance was approximately $26,543 and was recognized as a discount on the promissory note, the company amortized $5,193 as interest expense during the nine months ended April 30, 2020. The total unamortized discount as of April 30, 2020 and July 31, 2019 were $11,495 and $16,686, respectively. During the nine months ended April 30, 2020, the Company paid $42,369, of the principal balance. The total principal outstanding as of April 30, 2020 and July 31, 2019 were $167,363 and $209,732, respectively. The note holder also serves as Board Member of T3 Communications, Inc., the Florida entity that is one of our operating subsidiaries. Convertible debt non-derivative In March 2018, the Company entered into two (2) Promissory Notes (the "Notes") for $250,000 each, bearing interest at a rate of 12% per annum. The Notes have a maturity date of September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. The Notes are payable every month, commencing April 15, 2018, in monthly payments of interest only and a single payment of the principal amount outstanding plus accrued interes t on September 15, 2018. T " Variable Conversion Price Shares " Fixed Conversion Price "Fixed Conversion Price" On June 19, 2018, the Company entered into various Promissory Notes (the "Notes") for $272,000, bearing interest at a rate of 10% per annum, with an initial maturity date of April 10, 2019. In conjunction with the Notes, the Company issued 255,000 warrants under the promissory notes, the warrants vested at time of issuance. The warrants have a term of 3 years, with an exercise price of $0.10. Under a Black-Scholes valuation the relative fair market value of the warrants at time of issuance was approximately $118,400 and was recognized as a discount on the promissory notes. The Company amortized $109,552 as a non-cash interest during the year ended July 31, 2019. On March 29, 2019, the Company entered into a First Amendment to the Promissory Notes, under the amendments the note holders agreed to extend the maturity date until June 30, 2019. In addition, as part of the amendments, the Company agreed to issue 85,000 shares of common stock. The shares were recorded as debt discount of $17,425 and amortized over the remaining term of the notes. The Company amortized $17,425 as a non-cash interest during the years ended July 31, 2019. On June 30, 2019, the Company entered into a Second Amendment to the Promissory Notes, under the amendments the note holders agreed to extend the maturity date until November 30, 2019. In addition, as part of the amendments, the Company agreed to issue 85,000 shares of common stock. The shares were recorded as debt discount of $14,450 and amortized over the remaining term of the notes. The Company amortized $11,560 as a non-cash interest during the nine months ended April 30, 2020. The total unamortized discount as April 30, 2020 and July 31, 2019 for the issuance of the second amendment shares were $0 and $11,560, respectively. In addition, in November 2019, the Company issued 172,055 shares of common stock for payment of $6,882 in accrued interest. Also, in November 2019 and February 2020, the holders agreed to extend the maturity date of the notes until April 30, 2020. As part of the amendments, the Company agreed to issue 340,000 shares of common stock. The shares were recorded as debt discount of $10,090 and amortized during the note extension agreement. On April 30, 2020, the Company and the debtholder agreed to settle the debt, as a result the Company issued 5,180,493 shares of common stock for the settlement of $136,000 of the outstanding principal balance and $19,414 in accrued interest. At the time of issuance, the Company recognized a gain in settlement of debt $49,215. The gain on settlement was generated from the difference between principal and accrued interest settled and fair value of the common stock on settlement date. In addition, as part of the settlement, the Company issued 155,415 shares of Series B Convertible Preferred Stock for payment in full and the settlement of $136,000 of the outstanding principal balance and $19,414 in accrued interest. The total principal outstanding balance as of April 30, 2020 and July 31, 2019 were $0 and $272,000, respectively. Convertible debt - derivative On January 12, 2018, the Company entered into a securities purchase agreement with Peak One Opportunity Fund, L.P., a Delaware limited partnership ("Peak One"). Under the agreement, Peak One agreed to purchase from us up to $600,000 aggregate principal amount of our convertible debentures (together the "Debentures" and each individual issuance a "Debenture"), bearing interest at a rate of 0% per annum, with maturity on the third anniversary of the respective date of issuance. On July 25, 2018, the securities purchase agreement was amended to increase to $620,000 the aggregate principal amount of the convertible debentures. Peak One - Second Debenture The Company issued a second debenture (the "Debenture") to Peak One on July 31, 2018 in the principal amount of $220,000 for a purchase price of $198,000 and 0% percent stated interest rate. The Company paid Peak One $5,000 for legal and compliance fees, these fees were deducted from the proceeds at time of issuance. The Company recorded these discounts and cost of $22,000 as a discount to the Debenture and amortized to interest expense. The Company analyzed the Debenture for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. Therefore, the Company recognized derivative liability of $189,171. I n connection with the execution of the Debenture, we issued 130,000 shares of our common stock to Peak One, the shares were recorded with a relative fair value of $3,627 and The following conversion were recognized by the Company: On February 12, 2019, the Company issued 475,511 shares of common stock for the conversion of $20,000 of the principal outstanding under the convertible debenture. On March 8, 2019, the Company issued 356,633 shares of common stock for the conversion of $25,000 of the principal outstanding under the convertible debenture. On April 9, 2019, the Company issued 356,633 shares of common stock for the conversion of $25,000 of the principal outstanding under the convertible debenture. On May 10, 2019, the Company issued 713,266 shares of common stock for the conversion of $50,000 of the principal outstanding under the convertible debenture. On June 19, 2019, the Company issued 713,266 shares of common stock for the conversion of $50,000 of the principal outstanding under the convertible debenture. On August 26, 2019, the Company issued 416,666 shares of common stock for the conversion of $25,000 of the principal outstanding under the convertible debenture. On October 31, 2019, the Company issued 831,669 shares of common stock for the conversion of $25,000 of the principal outstanding under the convertible debenture. During the nine months ended April 30, 2020, the Company amortized $29,214 of the debt discount as interest expense. The total unamortized discount as April 30, 2020 and July 31, 2019, were $0 and $29,214. The total principal outstanding balance as of April 30, 2020 and July 31, 2019 were $0 and $50,000, respectively. Convertible Promissory Notes with four (4) investors - January 2019 On January 16, 2019, the Company entered into various Securities Purchase Agreements (the SPAs") with four (4) different investors (each an "Investor", and together the "Investors") pursuant to which each Investor purchased a 10% unsecured convertible promissory note (each a "Note", and together the "Notes") from the Company. Three of the notes are in the aggregate principal amount of $140,000 each and a maturity date of October 16, 2019. One of the notes is in the aggregate principal amount of $57,750 and a maturity date of January 24, 2020. The purchase price of $140,000 of each of three Notes were paid in cash on January 16, 2019. After payment of transaction-related expenses of $51,000, net proceeds to the Company from the three Notes totaled $369,000. The purchase price of $57,750 Note was paid in cash on January 24, 2019. After payment of transaction-related expenses of $7,750, net proceeds to the Company from Note totaled $50,000. The Company recorded these discounts and cost of $58,750 as a discount to the Notes and fully amortized as interest expense during the period. I n connection with the execution of the Notes, we issued 500,000 shares of our common stock to the Note holders, the shares were recorded with a relative fair value of $0 as the notes were fully discounted by derivative liability. The Company analyzed the Notes for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, at the time of issuance, the Company recognized derivative liability for the four (4) new convertible notes of $655,345, of which $419,000 was recorded as debt discount and will be amortized during the term of the Notes, and $236,345 was recorded as day 1 derivative loss. On July 12, 2019, the Company redeemed the full outstanding principal balance on two of the convertible notes for $280,000, at a redemption price of $382,726. The Company recognized the difference between the redemption price and principal balance paid as interest expense of $102,726. On July 12, 2019, the Company redeemed $70,000 of the principal outstanding on one of the convertible notes, at a redemption price of $91,000. The Company recognized the difference between the redemption price and principal balance paid as interest expense of $21,000. On July 19, 2019, the Company issued 156,202 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On July 25, 2019, the Company issued 312,500 shares of common stock. The shares were issued in conjunction with a conversion of $20,000 of the principal outstanding under a convertible debenture. On August 6, 2019, the Company entered into an Assignment Agreement whereby Jefferson Street Capital LLC (the "Assignor") assigned a principal amount of $25,000, representing a portion of a Convertible Promissory Note dated January 24, 2019 to Armada Investment Fund LLC (the "Assignee"). The note is in the aggregate principal amount of $25,000 and a maturity date of January 24, 2020. On August 26, 2019, the Company issued 250,000 shares of common stock for the conversion of $14,500 of the principal outstanding and $500 in fees under one of the convertible notes. On August 27, 2019, the Company issued 277,291 shares of common stock for the conversion of $12,750 of the principal outstanding and $3,888 in fees under one of the convertible notes. On September 23, 2019, the Company issued 342,466 shares of common stock for the conversion of $14,500 of the principal outstanding and $500 in fees under one of the convertible notes. On October 29, 2019, the Company issued 465,736 shares of common stock for the conversion of $13,500 of the principal outstanding and $500 in fees under one of the convertible notes. On November 19, 2019, the Company issued 537,635 shares of common stock for the conversion of $13,000 of the principal outstanding and $500 in fees under one of the convertible notes. On January 8, 2020, the Company issued 785,760 shares of common stock for the conversion of $5,000 of the principal outstanding, $500 in fees and accrued interest of $8,408 under one of the convertible notes. The total unamortized discount on the Notes as of April 30, 2020 and July 31, 2019 were $0 and $29,765, respectively. The total principal balance outstanding as of April 30, 2020 and July 31, 2019, were $0 and $98,250. The Company amortized $29,765 of debt discount as interest expense during the nine months ended April 30, 2020. Convertible Promissory Note - February 2019 On February 22, 2019, the Company entered into a Securities Purchase Agreement (the SPA") with an investor (an "Investor") the Investor purchased a 10% unsecured convertible promissory note (the "Note") from the Company. The note is in the aggregate principal amount of $57,750 and a maturity date of February 22, 2020. After payment of transaction-related expenses of $7,750, net proceeds to the Company from the Note totaled $50,000. The Company recorded these discounts and cost of $7,750 as a discount to the Note and fully amortized as interest expense during the period. The Company analyzed the Note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, at the time of issuance, the Company recognized derivative liability for the convertible note of $79,729, of which $50,000 was recorded as debt discount and will be amortized during the term of the Note, and $29,729 was recorded as day 1 derivative loss. On October 27, 2019, the Company issued 332,667 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On November 15, 2019, the Company issued 398,247 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On December 16, 2019, the Company issued 520,833 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On December 31, 2019, the Company issued 517,598 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On January 16, 2020, the Company issued 705,128 shares of common stock for the conversion of $10,500 of the principal outstanding and $500 in fees under one of the convertible notes. On January 28, 2020, the Company issued 956,226 shares of common stock for the conversion of $9,250 of the principal outstanding, $500 in fees and accrued interest of $3,962 under one of the convertible notes. The total unamortized discount on the Notes as of April 30, 2020 and July 31, 2019 were $0 and $29,166, respectively. The total principal balance outstanding as of April 30, 2020 and July 31, 2019, were $0 and $57,750. The Company amortized $29,166 of debt discount as interest expense during the nine months ended April 30, 2020. Convertible Promissory Note - April 2019 On April 20, 2019, the Company entered into a Securities Purchase Agreement (the SPA") with an investor (an "Investor") the Investor purchased a 10% unsecured convertible promissory note (the "Note") from the Company. The note is in the aggregate principal amount of $44,000 and a maturity date of January 19, 2020. After payment of transaction-related expenses of $4,000, net proceeds to the Company from the Note totaled $40,000. The Company recorded these discounts and cost of $4,000 as a discount to the Note and fully amortized as interest expense during the period. I n connection with the execution of the Note, we issued 50,000 shares of our common stock to the Note holder, the shares were recorded with a relative fair value of $0 as the notes were fully discounted by derivative liability. The Company analyzed the Note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, at the time of issuance, the Company recognized derivative liability for the convertible note of $55,592, of which $40,000 was recorded as debt discount and will be amortized during the term of the Note, and $15,592 was recorded as day 1 derivative loss. On October 31, 2019, the Company issued 310,527 shares of common stock for the conversion of $6,500 of the principal outstanding and $2,834 in fees under one of the convertible notes. On November 14, 2019, the Company issued 301,697 shares of common stock for the conversion of $7,500 of the principal outstanding, $500 in fees and accrued interest of $146 under one of the convertible notes. On November 26, 2019, the Company issued 447,917 shares of common stock for the conversion of $8,000 of the principal outstanding, $500 in fees and accrued interest of $100 under one of the convertible notes. On December 24, 2019, the Company issued 444,672 shares of common stock for the conversion of $8,000 of the principal outstanding, $500 in fees and accrued interest of $171 under one of the convertible notes. On January 13, 2020, the Company issued 549,858 shares of common stock for the conversion of $8,000 of the principal outstanding, $500 in fees and accrued interest of $78 under one of the convertible notes. On January 28, 2020, the Company issued 474,891 shares of common stock for the conversion of $6,000 of the principal outstanding, $500 in fees and accrued interest of $25 under one of the convertible notes. The total unamortized discount on the Notes as of April 30, 2020 and July 31, 2019 were $0 and $26,668, respectively. The total principal balance outstanding as of April 30, 2020 and July 31, 2019, were $0 and $44,000. The Company amortized $26,668 of debt discount as interest expense during the nine months ended April 30, 2020. Convertible Promissory Notes with four (4) investors - July 2019 In July 2019, the Company entered into various Securities Purchase Agreements (the SPAs") with four (4) different investors (each an "Investor", and together the "Investors") pursuant to which each Investor purchased unsecured convertible promissory note (each a "Note", and together the "Notes") from the Company. Three of the notes are in the aggregate principal amount of $146,625 each, 3% interest rate and a maturity date of April 11, 2020. The purchase price of $146,625 of each of three Notes were paid in cash on July 11, 2019. After payment of transaction-related expenses of $57,375, net proceeds to the Company from the three Notes totaled $382,500. One of the notes is in the aggregate principal amount of $140,000, interest rate of 10% and a maturity date of April 10, 2020. The purchase price of $140,000 Note was paid in cash on July 10, 2019. After payment of transaction-related expenses of $17,000, net proceeds to the Company from Note totaled $123,000. The Company recorded these discounts and cost of $74,375 as a discount to the Notes and fully amortized as interest expense during the period. I n connection with the execution of the Notes, we issued 450,000 shares of our common stock to the Note holders, the shares were recorded with a relative fair value of $0 as the notes were fully discounted by derivative liability. The Company analyzed the Notes for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, at the time of issuance, the Company recognized derivative liability for the four (4) new convertible notes of $959,180, of which $505,500 was recorded as debt discount and will be amortized during the term of the Notes, and $453,680 was recorded as day 1 derivative loss. On January 9, 2020, the Company issued 200,000 shares of common stock for the conversion of $1,328 of the principal outstanding and accrued interest of $2,212 under one of the convertible notes. On January 10, 2020, the Company assigned a convertible note with a $145,297 principal and accrued interest of $13,500. In addition, the Company assigned a second convertible note issued in October 2019 with a $35,750 principal and accrued interest of $15,453. The total assignment was for $210,000. On January 22, 2020, the Company assigned two promissory notes with a $293,250 principal balance outstanding and accrued interest of $66,750. The total assignment was for $360,000. The total unamortized discount on the Notes as of April 30, 2020 and July 31, 2019 were $0 and $449,332, respectively. The total principal balance outstanding as of April 30, 2020 and July 31, 2019 were $140,000 and $579,875, respectively. The Company amortized $449,332 of debt discount as interest expense during the nine months ended April 30, 2020. Each of the Investors is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the Note into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock equal to (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the "Variable Conversion Price"). The Variable Conversion Price may further be adjusted in connection with the terms of the Notes. The Company shall at all times reserve a minimum of six (6) times the number of its authorized and unissued common stock (the "Reserved Amounts"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the each of the Notes. Upon full conversion of each Note, any shares remaining in such reserve shall be cancelled. The Company will, from time to time, increases the Reserved Amount in accordance with the Company's obligations under each of the Notes. Pursuant to the terms of the SPAs, for so long as any of the Investors owns any shares of Common Stock issued upon conversion of a Note (the "Conversion Shares"), the Company covenants to secure and maintain the listing of such shares of Common Stock. The Company is also subject to certain customary negative covenants under the Notes and the SPAs, including but not limited to the requirement to maintain its corporate existence and assets, subject to certain exceptions, and not to make any offers or sales of any security under circumstances that would require registration of or stockholder approval for the Notes or the Conversion Shares. Convertible Promissory Note Assignment - August 6, 2019 On August 6, 2019, the Company entered into an Assignment Agreement whereby Jefferson Street Capital LLC (the "Assignor") assigned a principal amount of $25,000, representing a portion of a Convertible Promissory Note dated January 24, 2019 to Armada Investment Fund LLC (the "Assignee"). The note is in the aggregate principal amount of $25,000 and a maturity date of January 24, 2020. The Company analyzed the Note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, at the time of assignment, the Company transferred as derivative liability for the convertible note of $27,853, of which $10,823 was recorded as debt discount and was amortized during the ter |
Equity
Equity | 9 Months Ended |
Apr. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 7 – EQUITY During the nine months ended April 30, 2020, the Company issued the following shares of common stock: On August 12, 2019, the Company issued 114,123 shares of common stock for the conversion of $7,500 of the principal outstanding and $500 in administrative fees under the convertible note. On August 20, 2019, the Company issued 191,116 shares of common stock for the conversion of $7,500 of the principal outstanding and $538 in accrued interest and administrative fees under the convertible note. On August 26, 2019, the Company issued 250,000 shares of common stock for the conversion of $14,500 of the principal outstanding and $500 in administrative fees under a convertible note. On August 26, 2019, the Company issued 416,666 shares of common stock for the conversion of $25,000 of the principal outstanding under a convertible note. On September 4, 2019, the Company issued 250,620 shares of common stock for the conversion of $10,000 of the principal outstanding and $541 in administrative fees under a convertible note. On September 10, 2019, the Company issued 277,291 shares of common stock for the conversion of $12,750 of the principal outstanding and $3,888 in accrued interest and administrative fees under a convertible note. On September 26, 2019, the Company issued 342,466 shares of common stock for the conversion of $14,500 of the principal outstanding and $500 in administrative fees under a convertible note. On October 7, 2019, the Company issue 400,000 shares of common stock, as part of an amendment to various promissory notes. The shares were recorded as debt discount and amortized over the remaining term of the notes. On October 27, 2019, the Company issued 332,667 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in administrative fees under a convertible note. On October 29, 2019, the Company issued 465,736 shares of common stock for the conversion of $13,500 of the principal outstanding and $500 in administrative fees under a convertible note. On October 31, 2019, the Company issued 310,527 shares of common stock for the conversion of $6,500 of the principal outstanding and $2,834 in accrued interest and administrative fees under a convertible note. On October 31, 2019, the Company issued 831,669 shares of common stock for the conversion of $25,000 of the principal outstanding under a convertible note. On November 14, 2019, the Company issued 301,697 shares of common stock for the conversion of $7,500 of the principal outstanding, $500 in fees and accrued interest of $146 under one of the convertible notes. On November 15, 2019, the Company issued 398,247 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On November 19, 2019, the Company issued 537,635 shares of common stock for the conversion of $13,000 of the principal outstanding and $500 in fees under one of the convertible notes. On November 26, 2019, the Company issued 447,917 shares of common stock for the conversion of $8,000 of the principal outstanding, $500 in fees and accrued interest of $100 under one of the convertible notes. In November 2019, in conjunction of various note extension agreements, the Company issued 80,000 shares of common stock with a fair market value $3,200. In November 2019, the Company issued 282,885 shares of common stock for payment of $14,382 in accrued interest. In November 2019, the Company issued 86,667 shares of common stock in conjunction to the conversion of 25,000 shares of the Series A Convertible Preferred stock and $1,189 in accrued dividends. On December 10, 2019, the Company issued 400,000 shares of common stock with a fair market value of $15,240 for compensation on an agreement for professional services. On December 16, 2019, the Company issued 520,833 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On December 24, 2019, the Company issued 444,672 shares of common stock for the conversion of $8,000 of the principal outstanding, $500 in fees and accrued interest of $171 under one of the convertible notes. On December 31, 2019, the Company issued 517,598 shares of common stock for the conversion of $9,500 of the principal outstanding and $500 in fees under one of the convertible notes. On January 8, 2020, the Company issued 785,760 shares of common stock for the conversion of $5,000 of the principal outstanding, $500 in fees and accrued interest of $8,408 under one of the convertible notes. On January 9, 2020, the Company issued 200,000 shares of common stock for the conversion of $1,328 of the principal outstanding and accrued interest of $2,212 under one of the convertible notes. On January 13, 2020, the Company issued 549,858 shares of common stock for the conversion of $8,000 of the principal outstanding, $500 in fees and accrued interest of $78 under one of the convertible notes. On January 16, 2020, the Company issued 705,128 shares of common stock for the conversion of $10,500 of the principal outstanding and $500 in fees under one of the convertible notes. On January 22, 2020, the Company issued 1,698,717 shares of common stock for the conversion of $25,000 of the principal outstanding and accrued interest of $1,500 under one of the convertible notes. On January 28, 2020, the Company issued 474,891 shares of common stock for the conversion of $6,000 of the principal outstanding, $500 in fees and accrued interest of $25 under one of the convertible notes. On January 28, 2020, the Company issued 956,226 shares of common stock for the conversion of $9,250 of the principal outstanding, $500 in fees and accrued interest of $3,962 under one of the convertible notes. On February 4, 2020, the Company issued 2,054,263 shares of common stock for the conversion of $25,000 of the principal outstanding and accrued interest of $1,500 under one of the convertible notes. On February 15, 2020, the Company issued 200,000 shares of common stock as a principal payment on a note for $10,000. At issuance, the Company recognized a benefit to non-cash expense of $4,600, this benefit was recognized as a result of the difference between the fair market value of the shares of common stock issued and debt settled. On February 19, 2020, the Company issued 110,027 shares of common stock for payment of accrued interest and a fair market value of $4,290. On February 19, 2020, in conjunction with various note extension agreements, the Company issued 260,000 shares of common stock with a fair market value of $6,890. On February 20, 2020, in conjunction with a note extension agreement, the Company issued 40,000 shares of common stock with a fair market value of $800. On February 24, 2020, the Company issued 11,509,022 common shares to various employees as part of the Company's Non-Standardized profit-sharing plan contribution. The Company recognized stock-based compensation expense of approximately $233,633 equivalent to the value of the shares calculated based on the share's closing price at the grant date. On February 27, 2020, the Company issued 2,500,000 shares of common stock for the conversion of $15,000 of the principal outstanding and accrued interest of $1,500 under one of the convertible notes. On April 2, 2020, the Company issued 3,208,955 shares of common stock for the conversion of $20,000 of the principal outstanding and accrued interest of $1,500 under one of the convertible notes. On April 24, 2020, the Company issued 3,208,955 shares of common stock for the conversion of $20,000 of the principal outstanding and accrued interest of $1,500 under one of the convertible notes. On April 30, 2020, the Company issued 14,138,826 shares of common stock for the settlement of debt of $386,000 and $38,164 in accrued interest. At the time of issuance, the Company recognized a gain in settlement of debt $134,319. During the nine months ended April 30, 2019, the Company issued the following shares of common stock: On August 1, 2018, the Company secured $40,000 from an investor under a private placement and issued 80,000 shares of its common stock at a price of $0.50 per share and warrants to purchase an additional 15,000 shares of its common stock at an exercise price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments and did not represent derivative instruments. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. On September 28, 2018, the Company issued an aggregate of 21,672 shares of common stock with a market value at time of issuance of $5,794. The shares were issued to settle accounts payables of $5,287 to a professional, the Company recognized a loss of $507 upon issuance of the shares. On October 12, 2018, the Company issued a promissory note for $25,000, bearing interest at a rate of 8% per annum, with maturity date of November 12, 2018. In conjunction with the Note, the Company issued 140,000 common shares, the shares vested at time of issuance, these shares replace previously issued warrants with an exercise price of $0.15, therefore the exercise price of $21,000 was recognized as a discount on the promissory note. The Company will amortize the fair market value as interest expense over the term of the note. On October 18, 2018, the Company issued a promissory note for $25,000, bearing interest at a rate of 8% per annum, with maturity date of November 18, 2018. In conjunction with the Note, the Company issued 100,000 common shares, the shares vested at time of issuance, these shares replace previously issued warrants with an exercise price of $0.15, therefore the exercise price of $15,000 was recognized as a discount on the promissory note. The Company will amortize the fair market value as interest expense over the term of the note. On November 1, 2018 the Company issued an aggregate of 200,000 shares of common stock with a market value at time of issuance of $69,600 and recognized the total fair market value as stock-based compensation expense at the time of issuance. The shares were issued for consulting services. On November 5, 2018, the Company issued an aggregate of 16,883 shares of common stock with a market value at time of issuance of $5,875. The shares were issued to settle accounts payables of $5,287 to a professional, the Company recognized a loss of $587 upon issuance of the shares. This loss is immaterial, thus presented in stock-based compensation expense on the statement of cash flows. On November 14, 2018, the Company secured $75,000 from an investor under a Securities Purchase Agreement and issued 258,621 shares of its common stock at a price of $0.29. On November 29, 2018, the Company issued an aggregate of 39,444 shares of common stock with a market value at time of issuance of $11,833. The shares were issued to settle accounts payables of $10,545 to a professional, the Company recognized a loss of $1,288 upon issuance of the shares. This loss is immaterial, thus presented in stock-based compensation expense on the statement of cash flows. On February 1, 2019, the Company issued an aggregate of 325,000 shares of common stock with a market value at time of issuance of $78,000 and recognized the total fair market value as stock-based compensation expense at the time of issuance. The shares were issued for consulting services. On February 5, 2019, the Company issued an aggregate of 60,715 shares of common stock with a market value at time of issuance of $13,357. The shares were issued to settle accounts payables of $10,382 to a professional, the Company recognized a loss of $2,975 upon issuance of the shares. On February 8, 2019, the Company secured $150,000 from an accredited investor under a Securities Purchase Agreement and issued 600,000 shares of its common stock at a price of $0.25. On February 8, 2019, the Company issued an aggregate of 400,000 shares of common stock with a market value at time of issuance of $100,000 and recognized the total fair market value as stock-based compensation expense at the time of issuance. The shares were issued for consulting services. |
Leases
Leases | 9 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 8 - LEASES Effective August 1, 2019, the Company adopted ASC 842, "Leases" ("ASC 842") on a modified retrospective basis. Accordingly, information presented for periods prior to FY2019 have not been recast. In addition, the Company elected the optional practical expedient permitted under the transition guidance which allows the Company to carry forward the historical accounting treatment for existing lease upon adoption. No impact was recorded to the income statement or beginning retained earnings for Topic 842. The leased properties have a remaining lease term of eleven to forty-six months as of August 1, 2019. At the option of the Company it can elect to extend the term of the leases. Beginning August 1, 2019, operating ROU assets and operating lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. Operating leases in effect prior to August 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of August 1, 2019. Because neither of our leases included an implicit rate of return, we used our incremental secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. The incremental borrowing rate on the leases is 8.0%. The Company has not entered into any sale and leaseback transactions during the nine-month period ended April 30, 2020. The impact of ASU No. 2016-02 ("Leases (Topic 842)" on our consolidated balance sheet beginning August 1, 2019 was through the recognition of ROU assets and lease liabilities for operating leases. Amounts recognized on August 1, 2019 and April 30, 2020 for operating leases are as follows: ROU Asset August 1, 2019 $ 372,651 Amortization $ (159,403 ) ROU Asset April 30, 2020 $ 213,248 Lease Liability August 1, 2019 $ 372,651 Amortization $ (159,403 ) Lease Liability April 30, 2020 $ 213,248 Lease Liability Short term $ 114,387 Lease Liability Long term $ 98,861 Lease Liability Total: $ 213,248 For the nine-months ended April 30, 2020 amortization of assets was $159,403. For the nine-months ended April 30, 2020 amortization of liabilities was $159,403. The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of April 30, 2020: Operating Amounts due within 12 months of April 30, Lease 2020 $ 134,638 2021 56,872 2022 37,161 2023 - 2024 - Total minimum lease payments $ 228,671 Less: effect of discounting (15,423 ) Present Value of future minimum lease payments $ 213,248 Less: current obligation under leases (114,387 ) Long-term lease obligation $ 98,861 |
Series B Convertible Preferred
Series B Convertible Preferred Stock | 9 Months Ended |
Apr. 30, 2020 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
SERIES B CONVERTIBLE PREFERRED STOCK | NOTE 9 – SERIES B CONVERTIBLE PREFERRED STOCK In April 2020, the Company's Board of Directors designated and authorized the issuance up to 1,000,000 shares of the Series B Preferred Stock. The Series B Preferred Stock is only issuable to the Company's debt holders as of March 25, 2020 ("Existing Debt Holders") who may purchase shares of Series B Preferred Stock at the Stated Value by converting all or part of the debt owed to them by the Corporation as of March 25, 2020. Each share of Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to one dollar ($1.00) (the "Stated Value"). In April 2020, the Company issued a total of 424,165 shares of Series B Preferred Stock for settlement of debt of $386,000 on various promissory notes and $38,165 in accrued interest. No dividends are payable on the Series B Preferred Stock. The terms of our Series B Preferred Stock allow for: Voting Rights Mandatory Conversion Redemption . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Promissory Note On May 4, 2020, the Company, entered into an unsecured promissory note (the "Note") for $213,100 made to the Company under the Paycheck Protection Program (the "PPP"). The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and is administered by the U.S. Small Business Administration (the "SBA"). The loans to the Company was made through The Bank of San Antonio (the "Lender"). The Note provides for an interest rate of 1.00% per year and matures two years after the issuance date. Beginning on the seventh month following the date of the Note, the Company is required to make 18 monthly payments of principal and interest in the amount of $11,933. The Note may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020. The Note contains events of default and other conditions customary for a Note of this type. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in any regulations and guidelines the SBA may adopt. While the Company currently believes that its use of the Note proceeds will meet the conditions for forgiveness under the PPP, no assurance is provided that the Company will obtain forgiveness of the Note in whole or in part. Equity issuance On May 29, 2020, the Company issued 3,500,000 shares of common stock for the conversion of $30,000 of the principal outstanding and accrued interest of $1,500 under one of the convertible notes. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of disaggregated revenue | Three months ended Nine months ended 2020 2019 2020 2019 Cloud software and service revenue $ 1,556 $ 1,455 $ 4,653 $ 4,340 Product revenue 10 30 59 153 Total operating revenues $ 1,566 $ 1,485 $ 4,712 $ 4,493 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summarized of indefinite intangible assets | Gross Carrying Accumulated Net Carrying April 30, 2020 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (18,672 ) 21,328 Customer relationships, 7 years 1,480,000 (434,648 ) 1,045,352 Marketing & Non-compete, 5 years 800,000 (320,000 ) 480,000 Total Define-lived Assets 2,470,000 (923,320 ) 1,546,680 Goodwill, Indefinite 810,353 - 810,353 Balance, April 30, 2020 $ 3,280,353 $ (923,320 ) $ 2,357,033 Gross Carrying Accumulated Net Carrying July 31, 2019 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (12,672 ) 27,328 Customer relationships, 7 years 1,480,000 (276,077 ) 1,203,923 Marketing & Non-compete, 5 years 800,000 (200,000 ) 600,000 Total Define-lived Assets 2,470,000 (638,749 ) 1,831,251 Goodwill, Indefinite 810,353 - 810,353 Balance, July 31, 2019 $ 3,280,353 $ (638,749 ) $ 2,641,604 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of fair market value of all options issued Black-Scholes option pricing model | Expected dividend yield 0.00 % Expected stock price volatility 317.52 % Risk-free interest rate 1.47 % Expected term 3.0 year |
Schedule of stock options | Weighted average Weighted average remaining contractual Options exercise price term (years) Outstanding at July 31, 2019 4,940,000 $ 0.27 3.65 Granted 60,000 $ 0.12 4.57 Exercised - - - Forfeited and cancelled - - - Outstanding at April 30, 2020 5,000,000 $ 0.27 2.92 Exercisable at April 30, 2020 4,681,507 $ 0.26 2.86 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Warrants [Abstract] | |
Schedule of fair market value assumptions | Expected dividend yield 0.00 % Expected stock price volatility 153.99% - 237.00 % Risk-free interest rate 2.05% -2.93 % Expected term 3.0 - 5.0 years |
Schedule of warrants | Weighted average Weighted average remaining contractual Warrants exercise price term (years) Outstanding at July 31, 2019 2,700,000 $ 0.32 2.19 Granted 50,000 $ 0.20 3.00 Exercised - - - Forfeited and cancelled (300,000 ) $ 0.14 - Outstanding at April 30, 2020 2,450,000 $ 0.34 1.73 Exercisable at April 30, 2020 2,150,000 $ 0.25 1.59 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of fair value using significant unobservable inputs | Fair value measurements at reporting date using: Quoted prices in Significant active markets other Significant for identical observable unobservable liabilities inputs inputs Description Fair Value (Level 1) (Level 2) (Level 3) Convertible promissory notes derivative liability at July 31, 2019 $ 927,171 - - $ 927,171 Convertible promissory notes derivative liability at April 30, 2020 $ 1,098,917 - - $ 1,098,917 |
Schedule of fair market value of all derivatives determined using the Black-Scholes option pricing model | Expected dividend yield 0.00 % Expected stock price volatility 83.28% - 268.02 % Risk-free interest rate 0.16% -2.67 % Expected term 0.01 - 3.00 years |
Schedule of changes in fair value of derivative financial instruments | Balance at July 31, 2019 $ 927,171 Derivative from new convertible promissory notes recorded as debt discount 765,000 Derivative liability resolved to additional paid in capital due to debt conversion (524,850 ) Derivative gain (68,404 ) Balance at April 30, 2020 $ 1,098,917 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
Schedule of recognition of ROU assets and lease liabilities for operating leases | ROU Asset August 1, 2019 $ 372,651 Amortization $ (159,403 ) ROU Asset April 30, 2020 $ 213,248 Lease Liability August 1, 2019 $ 372,651 Amortization $ (159,403 ) Lease Liability April 30, 2020 $ 213,248 Lease Liability Short term $ 114,387 Lease Liability Long term $ 98,861 Lease Liability Total: $ 213,248 |
Schedule of total remaining years to the lease liabilities | Operating Amounts due within 12 months of April 30, Lease 2020 $ 134,638 2021 56,872 2022 37,161 2023 - 2024 - Total minimum lease payments $ 228,671 Less: effect of discounting (15,423 ) Present Value of future minimum lease payments $ 213,248 Less: current obligation under leases (114,387 ) Long-term lease obligation $ 98,861 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Disaggregation of Revenue [Abstract] | ||||
Cloud software and services revenue | $ 1,556 | $ 1,455 | $ 4,653 | $ 4,340 |
Product revenue | 10 | 30 | 59 | 153 |
Total operating revenues | $ 1,566 | $ 1,485 | $ 4,712 | $ 4,493 |
Basis of Presentation (Details
Basis of Presentation (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Basis of Presentation (Textual) | |||
Contract assets | $ 5,084 | $ 22,967 | |
Deferred income | 318,000 | $ 285,000 | |
Sales commissions | 51,953 | $ 39,828 | |
Net loss attributable to the noncontrolling interest | $ (58) | $ (87) |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2020 | Jul. 31, 2019 | |
Going Concern (Textual) | ||
Accumulated deficit | $ (88,392) | $ (85,320) |
Working capital deficit | $ 5,285 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jul. 31, 2019 |
Gross Carrying Value | $ 2,470,000 | $ 2,470,000 |
Accumulated Amortization | (923,320) | (638,749) |
Net Carrying Amount | 1,546 | 1,832 |
Goodwill, Indefinite, Gross Carrying Value | 810 | 810 |
Goodwill, Indefinite, Accumulated Amortization | ||
Goodwill, Indefinite, Net Carrying Amount | 810,353 | 810,353 |
Balance, Gross Carrying Value | 3,280,353 | 3,280,353 |
Balance, Accumulated Amortization | (923,320) | (638,749) |
Balance, Net Carrying Amount | 2,357,033 | 2,641,604 |
NetSapiens - license [Member] | ||
Gross Carrying Value | 150,000 | 150,000 |
Accumulated Amortization | (150,000) | (150,000) |
Net Carrying Amount | ||
Customer relationships [Member] | ||
Gross Carrying Value | 40,000 | 40,000 |
Accumulated Amortization | (18,672) | (12,672) |
Net Carrying Amount | 21,328 | 27,328 |
Customer relationships one [Member] | ||
Gross Carrying Value | 1,480,000 | 1,480,000 |
Accumulated Amortization | (434,648) | (276,077) |
Net Carrying Amount | 1,045,352 | 1,203,923 |
Marketing & Non-compete [Member] | ||
Gross Carrying Value | 800,000 | 800,000 |
Accumulated Amortization | (320,000) | (200,000) |
Net Carrying Amount | $ 480,000 | $ 600,000 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Intangible Assets (Textual) | ||
Total amortization expense | $ 284,571 | $ 284,571 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Employee Stock Option [Member] | 9 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 317.52% |
Risk-free interest rate | 1.47% |
Expected term | 3 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) - Employee Stock Option [Member] | 9 Months Ended |
Apr. 30, 2020$ / sharesshares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Options, Outstanding Beginning Balance | shares | 4,940,000 |
Options, Granted | shares | 60,000 |
Options, Exercised | shares | |
Options, Forfeited and cancelled | shares | |
Options, Outstanding Ending Balance | shares | 5,000,000 |
Options, Exercisable | shares | 4,681,507 |
Options, Weighted-average exercise price, Outstanding Beginning Balance | $ / shares | $ 0.27 |
Options, Weighted-average exercise price, Granted | $ / shares | 0.12 |
Options, Weighted-average exercise price, Exercised | $ / shares | |
Options, Weighted-average exercise price, Forfeited and cancelled | $ / shares | |
Options, Weighted-average exercise price, Outstanding Ending Balance | $ / shares | 0.27 |
Options, Weighted-average exercise price, Exercisable | $ / shares | $ 0.26 |
Weighted-average remaining contractual term (years), Outstanding | 3 years 7 months 24 days |
Weighted-average remaining contractual term (years), Granted | 4 years 6 months 25 days |
Weighted-average remaining contractual term (years), Outstanding | 2 years 11 months 1 day |
Weighted-average remaining contractual term (years), Exercisable | 2 years 10 months 10 days |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Stock-Based Compensation (Textual) | ||||
Stock options authorizes to grant | 7,500,000 | |||
Fair market value | $ 36,000 | |||
Non-Standardized Profit-Sharing Plan [Member] | ||||
Stock-Based Compensation (Textual) | ||||
Common shares issued | 11,509,020 | 635,155 | ||
Stock-based compensation expense to employees | $ 233,633 | $ 115,000 | ||
Various Employees [Member] | ||||
Stock-Based Compensation (Textual) | ||||
Stock-based compensation expense to employees | 315,000 | 403,000 | ||
Unamortized compensation cost | $ 126,182 | 388,732 | ||
Stock option exercisable | 0 | 0 | ||
Aggregate intrinsic value | $ 4,681,507 | $ 3,452,405 | ||
Closing stock price, description | The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 5,000,000 and 4,940,000 stock options outstanding at April 30, 2020 and July 31, 2019 was $0 and $0, respectively. | |||
Various Employees [Member] | Non-Standardized Profit-Sharing Plan [Member] | ||||
Stock-Based Compensation (Textual) | ||||
Stock-based compensation expense to employees | $ 817,000 | $ 313,000 | ||
Board of Directors [Member] | ||||
Stock-Based Compensation (Textual) | ||||
Options to purchase common shares | 100,000 | |||
Exercise price | $ 0.18 | |||
Term | 5 years | |||
Vesting period | 1 year | |||
Fair market value | $ 11,406 | |||
Management team [Member] | ||||
Stock-Based Compensation (Textual) | ||||
Options to purchase common shares | 1,725,000 | |||
Exercise price | $ 0.19 | |||
Term | 5 years | |||
Vesting period | 1 year | |||
Fair market value | $ 217,263 | |||
Employee Stock Option [Member] | ||||
Stock-Based Compensation (Textual) | ||||
Common shares issued | 7,313,827 | |||
Options to purchase common shares | 60,000 | |||
Recognized stock-based compensation expense | $ 410,044 | |||
Exercise price | $ 0.12 | |||
Term | 5 years | |||
Vesting period | 3 years | |||
Fair market value | $ 7,158 | |||
Stock options outstanding | 5,000,000 | 4,940,000 | ||
Stock option exercisable | 4,681,507 | |||
Employee Stock Option [Member] | ExecutiveOfficersMember | ||||
Stock-Based Compensation (Textual) | ||||
Common shares issued | 2,988,251 | |||
Market value issuance | $ 158,216 |
Warrants (Details)
Warrants (Details) - Warrants [Member] | 9 Months Ended |
Apr. 30, 2020 | |
Class of Warrant or Right [Line Items] | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Expected stock price volatility | 153.99% |
Risk-free interest rate | 2.05% |
Expected term | 3 years |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Expected stock price volatility | 237.00% |
Risk-free interest rate | 2.93% |
Expected term | 5 years |
Warrants (Details 1)
Warrants (Details 1) | 9 Months Ended |
Apr. 30, 2020$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants, Outstanding | shares | 2,700,000 |
Warrants, Granted | shares | 50,000 |
Warrants, Exercised | shares | |
Warrants, Forfeited and cancelled | shares | (300,000) |
Warrants, Outstanding | shares | 2,450,000 |
Warrants, Exercisable | shares | 2,150,000 |
Weighted-average exercise price, Outstanding | $ / shares | $ 0.32 |
Weighted-average exercise price, Granted | $ / shares | 0.20 |
Weighted-average exercise price, Exercised | $ / shares | |
Weighted-average exercise price, Forfeited and cancelled | $ / shares | 0.14 |
Weighted-average exercise price, Outstanding | $ / shares | 0.34 |
Weighted-average exercise price, Exercisable | $ / shares | $ 0.25 |
Weighted-average remaining contractual term (years), Outstanding | 2 years 2 months 8 days |
Weighted-average remaining contractual term (years), Granted | 3 years |
Weighted-average remaining contractual term (years), Exercised | |
Weighted-average remaining contractual term (years), Forfeited and cancelled | |
Weighted-average remaining contractual term (years), Outstanding | 1 year 8 months 23 days |
Weighted-average remaining contractual term (years), Exercisable | 1 year 7 months 2 days |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||
Mar. 31, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Aug. 31, 2018 | Aug. 02, 2018 | Dec. 31, 2017 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | |
Warrants (Textual) | |||||||||||
Warrants issued | 2,150,000 | 2,400,000 | |||||||||
Warrants, description | The Company issued 100,000 warrants to a consultant for services, the warrants vested at time of issuance. The warrants have a term of 5 years, with an exercise price of $0.50. Under a Black-Scholes valuation the fair market value of the warrants at time of issuance was approximately $49,000, the Company will amortize the fair market value as warrant expense over 12 months. Additionally, the Company committed to issue 100,000 warrants if the Company’s stock price traded at $0.75 per share for 10 consecutive days, to issue 100,000 warrants if the Company’s stock price traded at $1.00 per share for 10 consecutive days, and to issue 100,000 warrants if the Company’s stock price traded at $1.25 per share for 10 consecutive days. Under a Black-Scholes valuation the fair market value of the warrants at time of issuance was approximately $143,000, the Company amortized the fair market value as warrant expense over 12 months. The 200,000 commitment warrants have not been issued since the requirements were not achieved during the nine months ending April 30, 2020. | ||||||||||
Derivative liability | $ 1,098,917 | $ 927,171 | |||||||||
Warrant exercise | $ 4,290 | $ 63,602 | |||||||||
Private placement [Member] | | |||||||||||
Warrants (Textual) | |||||||||||
Warrants to purchase of common stock | 15,000 | ||||||||||
Warrants exercise price | $ 0.50 | ||||||||||
Stock options [Member] | |||||||||||
Warrants (Textual) | |||||||||||
Common stock, shares issued | 7,313,827 | ||||||||||
Warrants term | 5 years | ||||||||||
Stock options outstanding | 2,450,000 | 2,700,000 | |||||||||
Warrant exercise | $ 5,060 | $ 63,602 | |||||||||
Promissory Notes [Member] | |||||||||||
Warrants (Textual) | |||||||||||
Warrants issued | 260,000 | 200,000 | |||||||||
Warrants exercise price | $ 0.15 | $ 0.10 | |||||||||
Warrant expense | $ 31,000 | ||||||||||
Warrants term | 3 years | ||||||||||
Fair market value as interest expense | over 3 months | ||||||||||
principal amount | $ 50,000 | $ 75,000 | |||||||||
Cancellation of warrant | 260,000 | ||||||||||
Common stock discount | $ 36,000 | ||||||||||
Promissory Notes [Member] | Warrant [Member] | |||||||||||
Warrants (Textual) | |||||||||||
Warrants issued | 6,000 | 1,500 | 300,000 | ||||||||
Warrants exercise price | $ 0.10 | $ 0.10 | $ 0.136 | ||||||||
Amount received | $ 6,000 | $ 1,500 | |||||||||
Promissory Notes [Member] | Private placement [Member] | | |||||||||||
Warrants (Textual) | |||||||||||
Secured amount | $ 50,000 | $ 40,000 | |||||||||
Common stock, shares issued | 80,000 | ||||||||||
Common stock price per share | $ 0.50 | ||||||||||
Warrants to purchase of common stock | 50,000 | 100,000 | 15,000 | ||||||||
Warrants exercise price | $ 0.20 | $ 0.20 | $ 0.50 | ||||||||
Preferred stock, share issued | 25,000 | 50,000 | |||||||||
Preferred stock price per share | $ 0.30 | $ 0.30 | |||||||||
Amount received | $ 25,000 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Convertible promissory notes derivative liability | $ 1,098,917 | $ 927,171 |
Fair Values [Member] | ||
Convertible promissory notes derivative liability | 1,098,917 | 927,171 |
Quoted prices in active markets for identical liabilities (Level 1) [Member] | ||
Convertible promissory notes derivative liability | ||
Significant other observable inputs (Level 2) [Member] | ||
Convertible promissory notes derivative liability | ||
Significant unobservable inputs (Level 3) [Member] | ||
Convertible promissory notes derivative liability | $ 1,098,917 | $ 927,171 |
Debt (Details 1)
Debt (Details 1) - Black Scholes Valuation [Member] | 9 Months Ended |
Apr. 30, 2020 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected stock price volatility | 83.28% |
Risk-free interest rate | 0.16% |
Expected term | 4 days |
Maximum [Member] | |
Expected stock price volatility | 268.02% |
Risk-free interest rate | 2.67% |
Expected term | 3 years |
Debt (Details 2)
Debt (Details 2) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Recognized Stock Based Compensation Expense | |
Beginning Balance | $ 927,171 |
Derivative from new convertible promissory notes recorded as debt discount | 765,000 |
Derivative liability resolved to additional paid in capital due to debt conversion | (524,850) |
Derivative gain | (68,404) |
Ending Balance | $ 1,098,917 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ in Thousands | May 06, 2020 | Jun. 14, 2019 | Oct. 22, 2018 | Apr. 10, 2020 | Apr. 02, 2020 | Feb. 29, 2020 | Feb. 27, 2020 | Feb. 26, 2020 | Feb. 02, 2020 | Apr. 30, 2018 | Apr. 30, 2020 | Apr. 22, 2020 | Jul. 31, 2019 | May 15, 2018 |
Maturity date | Aug. 31, 2020 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Maturity date | Aug. 31, 2020 | |||||||||||||
Non-convertible debt [Member] | ||||||||||||||
Promissory note | $ 17,500 | $ 50,000 | ||||||||||||
Annual interest rate | 8.00% | 8.00% | 1.00% | |||||||||||
Maturity date | Sep. 14, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |||||||||||
Maturity term | 2 years | |||||||||||||
Principal payment | $ 10,000 | |||||||||||||
Principal amount outstanding | $ 8,316 | $ 50,000 | ||||||||||||
Debt discount as interest expense | $ 800 | |||||||||||||
Promissory note, the company issued shares | 200,000 | 40,000 | ||||||||||||
Acquire minority interest percentage | 12.00% | |||||||||||||
Non-convertible debt [Member] | Stock Purchase Agreement [Member] | ||||||||||||||
Maturity date | Dec. 31, 2020 | |||||||||||||
Principal amount outstanding | 7,500 | |||||||||||||
Non-convertible debt [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Annual interest rate | 12.00% | |||||||||||||
Maturity date | May 1, 2020 | |||||||||||||
Principal amount outstanding | 30,000 | |||||||||||||
Non-convertible debt [Member] | Secured Promissory Note [Member] | ||||||||||||||
Principal amount outstanding | 50,000 | |||||||||||||
Late fee | 3,000 | |||||||||||||
Non-convertible debt [Member] | Unsecured Promissory Note One [Member] | ||||||||||||||
Promissory note | $ 62,500 | |||||||||||||
Non-convertible debt [Member] | Unsecured Promissory Note Two [Member] | ||||||||||||||
Promissory note | $ 86,500 | |||||||||||||
T3 Communications, Inc. [Member] | Non-convertible debt [Member] | ||||||||||||||
Promissory note | $ 650,000 | |||||||||||||
Annual interest rate | 0.00% | |||||||||||||
Maturity date | Jun. 30, 2020 | May 14, 2018 | ||||||||||||
Principal amount outstanding | $ 700,000 | $ 650,000 | ||||||||||||
Additional amount received | $ 50,000 | |||||||||||||
Late fee | $ 3,000 | |||||||||||||
T3 Communications, Inc. [Member] | Non-convertible debt [Member] | Secured Promissory Note [Member] | ||||||||||||||
Promissory note | $ 600,000 | $ 500,000 | ||||||||||||
Annual interest rate | 5.75% | 5.25% | ||||||||||||
Maturity date | Apr. 10, 2022 | Apr. 30, 2020 | ||||||||||||
Principal amount outstanding | 593,820 | $ 500,000 | ||||||||||||
Additional amount received | $ 93,820 | |||||||||||||
Debt instrument, description of variable rate basis | T3 agreed to pay the lender a commitment fee of 1.00% upon payment of the first interest payment under the credit facility and 1.00% on the first anniversary of the credit facility. In addition, T3 agreed to pay a monitoring fee of 0.33% of the credit facility, payable in arrears monthly. T3 also agreed to pay an over-advance fee of 3.00% of the amount advanced in excess of the borrowing base or maximum amount of the credit facility, payable in arrears monthly. T3 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000. |
Debt (Details Textual 1)
Debt (Details Textual 1) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Feb. 27, 2020 | May 01, 2018 | Apr. 30, 2018 | Apr. 30, 2020 | Jul. 31, 2019 | |
Warrants to purchase of common stock | 2,150,000 | 2,400,000 | |||
Debt maturity date | Aug. 31, 2020 | ||||
Shift8 Networks, Inc [Member] | |||||
Promissory note | $ 275,000 | $ 525,000 | |||
Interest rate | 0.00% | 8.00% | |||
Unamortized discount | $ 11,495 | $ 16,686 | |||
Interest and principal payment | $ 6,000 | ||||
Warrants to purchase of common stock | 100,000 | 26,543 | |||
Debt maturity date | Apr. 30, 2020 | ||||
Description of conversion price | With a principal payment of $100,000 due on June 1, 2018 and a principal payment of $280,823 due on April 30, 2020. Payment are based on a 60-month repayment schedule. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under the Note or the Pledge and Escrow Agreement; or (ii) mutual agreement between the Borrower and the Holder, the Holder may convert all or any portion of the outstanding principal, accrued and unpaid interest, Premium, if applicable, and any other sums due and payable hereunder (such total amount, the "Conversion Amount") into shares of Common Stock (the "Conversion Shares") at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) a conversion price of $1.50 per share of Common Stock, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). The Holder shall submit a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered. The promissory note is secured by a Pledge and Escrow Agreement, whereby T3 agreed to pledge 51% of the securities owned in its Florida operations, T3 Communications, Inc., until the principal payment is paid in full. In conjunction with the promissory note, the Company issued 3-year warrants to purchase 75,000 shares of common stock at an exercise price of $0.50 per share. Under a Black-Scholes valuation the relative fair market value of the warrants at time of issuance was $19,267 and was recognized as a discount on the promissory note. | ||||
Principal balance | $ 42,369 | ||||
Debt instrument, description of variable rate basis | The promissory note is guaranteed to the lender by 15% of the stock owned by Shift8 in T3, the secured interest will continue until the principal balance is paid in full. | ||||
Warrants term | 3 years | ||||
Exercise price | $ 0.50 | ||||
Company paid principal balance | $ 38,860 | ||||
Debt discount as interest expense | 5,193 | ||||
Principal outstanding | 167,363 | 209,732 | |||
Black Scholes Valuation [Member] | |||||
Unamortized discount | 0 | 7,297 | |||
Principal balance | 0 | $ 332,985 | |||
Debt discount as interest expense | 7,297 | ||||
Principal outstanding | $ 332,985 | ||||
Unsecured Promissory Note [Member] | |||||
Interest rate | 12.00% | ||||
Promissory note | $ 70,000 | ||||
Debt maturity date | May 1, 2020 |
Debt (Details Textual 2)
Debt (Details Textual 2) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2018 | Nov. 02, 2018 | Apr. 28, 2020 | Feb. 27, 2020 | Jun. 30, 2019 | Mar. 29, 2019 | Dec. 27, 2018 | Nov. 29, 2018 | Jun. 19, 2018 | Mar. 31, 2018 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | Aug. 26, 2019 | Jun. 19, 2019 | May 10, 2019 | Apr. 09, 2019 | Mar. 08, 2019 | Feb. 12, 2019 | Jul. 25, 2018 | Jan. 12, 2018 |
Debt maturity date | Aug. 31, 2020 | ||||||||||||||||||||||||
Unamortized discount | $ 12 | $ 17 | |||||||||||||||||||||||
Derivative liability | 1,099 | 927 | |||||||||||||||||||||||
Convertible debt outstanding, description | The total unamortized discount on the Note as of April 30, 2020 was $15,000. The total principal balance outstanding as of April 30, 2020 was $15,000. The Company amortized $0 of debt discount as interest expense during the nine months ended April 30, 2020. | ||||||||||||||||||||||||
Debt discount | 1,046 | $ 959 | |||||||||||||||||||||||
Fair value amount | $ 5,875 | $ 69,600 | $ 11,833 | $ 150 | $ 75 | $ 47 | |||||||||||||||||||
Black Scholes Valuation [Member] | |||||||||||||||||||||||||
Amortized to interest expense | 7,297 | ||||||||||||||||||||||||
Recognized discount on promissory notes | 0 | 7,297 | |||||||||||||||||||||||
Convertible debt non-derivative [Member] | |||||||||||||||||||||||||
Promissory notes | $ 272,000 | $ 250,000 | |||||||||||||||||||||||
Annual interest rate | 10.00% | 12.00% | |||||||||||||||||||||||
Debt maturity date | Sep. 14, 2019 | Oct. 4, 2019 | Sep. 15, 2018 | ||||||||||||||||||||||
Warrants issued | 255,000 | ||||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||||
Warrant exercise price | $ 0.10 | ||||||||||||||||||||||||
Unamortized discount | $ 0 | 0 | |||||||||||||||||||||||
Debt conversion, description | In addition, as part of the amendment, the Company agreed to modify the "Fixed Conversion Price" to $0.35, all other terms under the Promissory Notes remained the same. We accounted for the extensions to the Notes as debt modifications and not extinguishment of debt since the changes in fair value are not substantial in accordance with ASC 470-50. In November 2019, the Company issued 110,830 shares of common stock for payment of $7,500 in accrued interest. On October 7, 2019, the holders agreed to extend the maturity date until March 30, 2020. As part of the amendments, the Company agreed to issue 400,000 shares of common stock. Under a Black-Scholes valuation the relative fair market value of the shares of common at time of issuance was approximately $40,000 and was recognized as a discount on the promissory notes over the extended period. The Company amortized the total discount of $40,000 during the nine months ending April 30, 2020. | The Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. The Notes are payable every month, commencing April 15, 2018, in monthly payments of interest only and a single payment of the principal amount outstanding plus accrued interest on September 15, 2018. The Company agreed to repay the Notes from the proceeds from the Company's current private placement. As proceeds from the Private Placement are received, the Company shall direct all funds to the Note Holders until the principal amount outstanding and accrued interest are paid in full. In addition, on March 15, 2018, the Company entered into a Note Conversion Agreement (the "Agreement") with the Note holders, whereby, the holders may elect to convert up to 50% of the principal amount outstanding on the Notes into Common Stock of Digerati at any time after 90 days of funding the Notes. The Conversion Price shall be the greater of: (i) the Variable Conversion Price (as defined herein) or (ii) the Fixed Conversion Price (as defined herein). The "Variable Conversion Price" shall be equal to the average closing price for Digerati's Common Stock (the "Shares") for the ten (10) Trading Day period immediately preceding the Conversion Date. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The "Fixed Conversion Price" shall mean $0.50. In conjunction with the notes, the Company issued 300,000 warrants, the warrants vested at time of issuance. The warrants have a term of 3 years, with an exercise price of $0.10. Under a Black-Scholes valuation the relative fair market value of the warrants at time of issuance was approximately $126,538 and was recognized as a discount on the promissory notes. Additionally, during the year ended July 31, 2019 the Company issued 375,000 shares of common stock for payment of $60,000 in accrued interest for the notes. On December 27, 2018, the Company entered into an Amendment to the Loan Agreements, under the amendments the note holders agreed to extend the maturity date until September 14, 2019. | The holders agreed to extend the maturity date of the notes until April 30, 2020. As part of the amendments, the Company agreed to issue 340,000 shares of common stock. The shares were recorded as debt discount of $10,090 and amortized during the note extension agreement. On April 30, 2020, the Company and the debtholder agreed to settle the debt, as a result the Company issued 5,180,493 shares of common stock for the settlement of $136,000 of the outstanding principal balance and $19,414 in accrued interest. At the time of issuance, the Company recognized a gain in settlement of debt $49,215. The gain on settlement was generated from the difference between principal and accrued interest settled and fair value of the common stock on settlement date. In addition, as part of the settlement, the Company issued 155,415 shares of Series B Convertible Preferred Stock for payment in full and the settlement of $136,000 of the outstanding principal balance and $19,414 in accrued interest. The total principal outstanding balance as of April 30, 2020 and July 31, 2019 were $0 and $272,000, respectively. | ||||||||||||||||||||||
Convertible debt outstanding, description | The total unamortized discount as of April 30, 2020 and July 31, 2019 were $0 and $0, respectively. On April 30, 2020, the Company and the debtholder agreed to settle the debt, as a result the Company issued 8,958,333 shares of common stock for the settlement of $250,000 of the outstanding principal balance and $18,750 in accrued interest. At the time of issuance, the Company recognized a gain in settlement of debt $85,104. The gain on settlement was generated from the difference between principal and accrued interest settled and fair value of the common stock on settlement date. In addition, as part of the settlement the Company issued 268,750 shares of Series B Convertible Preferred Stock for payment in full and the settlement of $250,000 of the outstanding principal balance and $18,750 in accrued interest. The total principal outstanding balance as of April 30, 2020 and July 31, 2019 were $0 and $500,000, respectively. | ||||||||||||||||||||||||
Accrued interest | 60,000 | ||||||||||||||||||||||||
Convertible debt non-derivative [Member] | First Amendment [Member] | |||||||||||||||||||||||||
Amortized to interest expense | $ 17,425 | ||||||||||||||||||||||||
Debt maturity date | Jun. 30, 2019 | ||||||||||||||||||||||||
Unamortized discount | 0 | ||||||||||||||||||||||||
Issued of common stock shares | 85,000 | ||||||||||||||||||||||||
Debt discount | $ 17,425 | ||||||||||||||||||||||||
Convertible debt non-derivative [Member] | Black Scholes Valuation [Member] | |||||||||||||||||||||||||
Amortized to interest expense | 109,552 | ||||||||||||||||||||||||
Recognized discount on promissory notes | $ 118,400 | ||||||||||||||||||||||||
Convertible debt non-derivative [Member] | Second Amendment [Member] | |||||||||||||||||||||||||
Amortized to interest expense | $ 11,560 | ||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2020 | ||||||||||||||||||||||||
Unamortized discount | 0 | 11,560 | |||||||||||||||||||||||
Issued of common stock shares | 85,000 | ||||||||||||||||||||||||
Debt discount | $ 14,450 | ||||||||||||||||||||||||
First Debenture [Member] | Peak One [Member] | |||||||||||||||||||||||||
Principal amount outstanding | 0 | ||||||||||||||||||||||||
Unamortized discount | 0 | ||||||||||||||||||||||||
Convertible debt - derivative [Member] | |||||||||||||||||||||||||
Promissory notes | $ 600,000 | ||||||||||||||||||||||||
Annual interest rate | 0.00% | ||||||||||||||||||||||||
Convertible debentures | $ 620,000 | ||||||||||||||||||||||||
Second Debenture [Member] | Peak One [Member] | |||||||||||||||||||||||||
Promissory notes | 0 | $ 50,000 | |||||||||||||||||||||||
Annual interest rate | 0.00% | ||||||||||||||||||||||||
Amortized to interest expense | 29,214 | ||||||||||||||||||||||||
Recognized discount on promissory notes | $ 22,000 | ||||||||||||||||||||||||
Principal amount outstanding | $ 25,000 | $ 50,000 | 220,000 | $ 25,000 | $ 50,000 | $ 50,000 | $ 25,000 | $ 25,000 | $ 20,000 | ||||||||||||||||
Unamortized discount | 29,214 | 192,798 | |||||||||||||||||||||||
Derivative liability | $ 189,171 | ||||||||||||||||||||||||
Issued of common stock shares | 831,669 | 130,000 | 416,666 | 713,266 | 713,266 | 356,633 | 356,633 | 475,511 | |||||||||||||||||
Debt discount | $ 0 | $ 29,214 | |||||||||||||||||||||||
Purchase price of debentures | $ 198,000 | ||||||||||||||||||||||||
Legal and compliance fees | 5,000 | ||||||||||||||||||||||||
Fair value amount | $ 3,627 |
Debt (Details Textual 3)
Debt (Details Textual 3) - USD ($) $ in Thousands | Apr. 02, 2020 | Feb. 04, 2020 | Jan. 16, 2020 | Jan. 13, 2020 | Jan. 10, 2020 | Jan. 09, 2020 | Jan. 08, 2020 | Dec. 16, 2019 | Nov. 15, 2019 | Nov. 14, 2019 | Sep. 04, 2019 | Aug. 12, 2019 | Aug. 06, 2019 | Jul. 19, 2019 | Jul. 12, 2019 | Jan. 16, 2019 | Nov. 05, 2018 | Nov. 02, 2018 | Apr. 30, 2020 | Apr. 28, 2020 | Apr. 24, 2020 | Feb. 27, 2020 | Feb. 13, 2020 | Jan. 28, 2020 | Jan. 28, 2020 | Jan. 22, 2020 | Jan. 22, 2020 | Dec. 31, 2019 | Dec. 24, 2019 | Nov. 26, 2019 | Nov. 19, 2019 | Oct. 29, 2019 | Oct. 27, 2019 | Sep. 23, 2019 | Aug. 30, 2019 | Aug. 28, 2019 | Aug. 26, 2019 | Aug. 20, 2019 | Jul. 25, 2019 | Apr. 20, 2019 | Feb. 22, 2019 | Nov. 29, 2018 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 04, 2020 | Jul. 31, 2019 |
Debt maturity date | Aug. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 1,099 | $ 1,099 | $ 927 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 5,875 | $ 69,600 | $ 11,833 | $ 150 | $ 75 | $ 47 | |||||||||||||||||||||||||||||||||||||||||||
Convertible debt outstanding, description | The total unamortized discount on the Note as of April 30, 2020 was $15,000. The total principal balance outstanding as of April 30, 2020 was $15,000. The Company amortized $0 of debt discount as interest expense during the nine months ended April 30, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 12 | 12 | 17 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 1,046 | $ 959 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes with four (4) investors - January 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 785,760 | $ 156,202 | $ 537,635 | $ 342,466 | $ 277,291 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||
Redemption price | 5,000 | 9,500 | 13,000 | 14,500 | 12,750 | 14,500 | |||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 8,408 | $ 500 | $ 500 | $ 500 | $ 3,888 | $ 500 | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into various Securities Purchase Agreements (the SPAs") with four (4) different investors (each an "Investor", and together the "Investors") pursuant to which each Investor purchased a 10% unsecured convertible promissory note (each a "Note", and together the "Notes") from the Company. Three of the notes are in the aggregate principal amount of $140,000 each and a maturity date of October 16, 2019. One of the notes is in the aggregate principal amount of $57,750 and a maturity date of January 24, 2020. The purchase price of $140,000 of each of three Notes were paid in cash on January 16, 2019. After payment of transaction-related expenses of $51,000, net proceeds to the Company from the three Notes totaled $369,000. The purchase price of $57,750 Note was paid in cash on January 24, 2019. After payment of transaction-related expenses of $7,750, net proceeds to the Company from Note totaled $50,000. The Company recorded these discounts and cost of $58,750 as a discount to the Notes and fully amortized as interest expense during the period. In connection with the execution of the Notes, we issued 500,000 shares of our common stock to the Note holders, the shares were recorded with a relative fair value of $0 as the notes were fully discounted by derivative liability. | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 419,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 655,345 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | $ 236,345 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 465,736 | 312,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 13,500 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt outstanding, description | The Company entered into an Assignment Agreement whereby Jefferson Street Capital LLC (the "Assignor") assigned a principal amount of $25,000, representing a portion of a Convertible Promissory Note dated January 24, 2019 to Armada Investment Fund LLC (the "Assignee"). The note is in the aggregate principal amount of $25,000 and maturity date of January 24, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 0 | 0 | 29,765 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 29,765 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes with four (4) investors - January 2019 [Member] | Convertible Notes Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 280,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Redemption price | 382,726 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 102,726 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes with four (4) investors - January 2019 [Member] | Convertible Notes One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | 70,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Redemption price | 91,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 21,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note - February 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into a Securities Purchase Agreement (the SPA") with an investor (an "Investor") the Investor purchased a 10% unsecured convertible promissory note (the "Note") from the Company. The note is in the aggregate principal amount of $57,750 and a maturity date of February 22, 2020. After payment of transaction-related expenses of $7,750, net proceeds to the Company from the Note totaled $50,000. The Company recorded these discounts and cost of $7,750 as a discount to the Note and fully amortized as interest expense during the period. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the "Variable Conversion Price"). | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 500 | $ 500 | $ 500 | 0 | $ 500 | $ 500 | $ 500 | $ 500 | $ 0 | 57,750 | |||||||||||||||||||||||||||||||||||||||
Derivative liability | 79,729 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | $ 29,729 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 705,128 | 520,833 | 398,247 | 956,226 | 956,226 | 517,598 | 332,667 | ||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 10,500 | $ 9,500 | $ 9,500 | $ 9,250 | $ 9,500 | $ 9,500 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 0 | 0 | 29,166 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 15,242 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note - April 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into a Securities Purchase Agreement (the SPA") with an investor (an "Investor") the Investor purchased a 10% unsecured convertible promissory note (the "Note") from the Company. The note is in the aggregate principal amount of $44,000 and a maturity date of January 19, 2020. After payment of transaction-related expenses of $4,000, net proceeds to the Company from the Note totaled $40,000. The Company recorded these discounts and cost of $4,000 as a discount to the Note and fully amortized as interest expense during the period. In connection with the execution of the Note, we issued 50,000 shares of our common stock to the Note holder, the shares were recorded with a relative fair value of $0 as the notes were fully discounted by derivative liability. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the "Variable Conversion Price"). The Variable Conversion Price may further be adjusted in connection with the terms of the Note. | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 500 | $ 500 | 2,834 | $ 500 | $ 500 | $ 500 | $ 500 | $ 40,000 | $ 2,834 | ||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 0 | $ 0 | 44,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 55,592 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | $ 15,592 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 549,858 | 301,697 | 310,527 | 474,891 | 474,891 | 444,672 | 447,917 | 310,527 | |||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 8,000 | $ 7,500 | $ 6,000 | $ 8,000 | $ 8,000 | $ 6,500 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 0 | 0 | 26,668 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 78 | $ 146 | $ 25 | $ 25 | $ 171 | $ 100 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 15,302 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes with four (4) investors - July 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into various Securities Purchase Agreements (the SPAs") with four (4) different investors (each an "Investor", and together the "Investors") pursuant to which each Investor purchased unsecured convertible promissory note (each a "Note", and together the "Notes") from the Company. Three of the notes are in the aggregate principal amount of $146,625 each, 3% interest rate and a maturity date of April 11, 2020. The purchase price of $146,625 of each of three Notes were paid in cash on July 11, 2019. After payment of transaction-related expenses of $57,375, net proceeds to the Company from the three Notes totaled $382,500. One of the notes is in the aggregate principal amount of $140,000, interest rate of 10% and a maturity date of April 10, 2020. The purchase price of $140,000 Note was paid in cash on July 10, 2019. After payment of transaction-related expenses of $17,000, net proceeds to the Company from Note totaled $123,000. The Company recorded these discounts and cost of $74,375 as a discount to the Notes and fully amortized as interest expense during the period. In connection with the execution of the Notes, we issued 450,000 shares of our common stock to the Note holders, the shares were recorded with a relative fair value of $0 as the notes were fully discounted by derivative liability. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the "Variable Conversion Price"). | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 168,460 | 505,500 | $ 180,000 | $ 180,000 | $ 505,500 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | 579,875 | 579,875 | 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 959,180 | 959,180 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | 453,680 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 145,297 | 200,000 | 146,625 | 146,625 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 1,328 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 0 | 0 | 449,332 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 23,163 | $ 2,212 | $ 33,375 | $ 33,375 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 449,332 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount on notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | 18,000 | 18,000 | $ 98,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Assignment - August 6, 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into an Assignment Agreement whereby Jefferson Street Capital LLC (the "Assignor") assigned a principal amount of $25,000, representing a portion of a Convertible Promissory Note dated January 24, 2019 to Armada Investment Fund LLC (the "Assignee"). The note is in the aggregate principal amount of $25,000 and a maturity date of January 24, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | $ 541 | $ 500 | 0 | $ 538 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 27,853 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 250,620 | 114,123 | 191,116 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 10,000 | $ 7,500 | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 10,823 | $ 10,823 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note - August 30, 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into a Securities Purchase Agreement (the “SPA”) with an investor (an "Investor") the Investor purchased a 10% unsecured convertible promissory note (the “Note”) from the Company. The note is in the aggregate principal amount of $93,500 and a maturity date of May 30, 2020. After payment of transaction-related expenses of $8,500, net proceeds to the Company from the Note totaled $85,000. The Company recorded these discounts and cost of $8,500 as a discount to the Note and fully amortized as interest expense during the period. | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 85,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | 93,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 100,978 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | 15,978 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 9,448 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 75,552 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other Terms to the Convertible Promissory Note and Note Assignment - August 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | Notes shall bear interest at a rate of ten percent (10%) per annum (the “Interest Rate”), which interest shall be paid by the Company to each Investor in shares of Common Stock at any time an Investor sends a notice of conversion to the Company. Each of the Investors is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the Note into shares of the Company'sCompany’s Common Stock, at any time, at a conversion price for each share of Common Stock equal to (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company’s shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the “Variable Conversion Price”). The Variable Conversion Price may further be adjusted in connection with the terms of the Notes. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | (i) if a Note is prepaid within ninety (90) days of the issuance date, then the prepayment premium shall be 125% of the outstanding principal amount plus any accrued and unpaid interest; (ii) if a Note is prepaid during the period beginning on the date which is ninety-one (91) days following the issuance date, and ending on the date which is one hundred eighty (180) days following the issuance date, then the prepayment premium shall be 130% of the outstanding principal amount plus any accrued and unpaid interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes - October 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company entered into two Securities Purchase Agreements (the “SPA”) with multiple investors (the "Investors") the Investors purchased two 8% unsecured convertible promissory notes (the “Notes”) from the Company. The notes are in the aggregate principal amount of $71,500 and a maturity date of July 18, 2020. After payment of transaction-related expenses of $6,500, net proceeds to the Company from the Note totaled $65,000. The Company recorded these discounts and cost of $6,500 as a discount to the Note and fully amortized as interest expense during the period. | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 210,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 82,462 | $ 82,462 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | 64,277 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 35,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 7,223 | 7,223 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 15,453 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 35,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other Terms to the Convertible Promissory Notes - October 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | Notes shall bear interest at a rate of eight percent (8%) per annum (the “Interest Rate”), which interest shall be paid by the Company to each Investor in shares of Common Stock at any time an Investor sends a notice of conversion to the Company. Each of the Investors is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the Note into shares of the Company’s Common Stock, at any time, at a conversion price for each share of Common Stock equal to (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company’s shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the “Variable Conversion Price”). The Variable Conversion Price may further be adjusted in connection with the terms of the Notes. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | (i) if a Note is prepaid within one hundred and twenty (120) days of the issuance date, then the prepayment premium shall be 125% of the outstanding principal amount plus any accrued and unpaid interest; (ii) if a Note is prepaid during the period beginning on the date which is one hundred and twenty-one (121) days following the issuance date, and ending on the date which is one hundred eighty (180) days following the issuance date, then the prepayment premium shall be 130% of the outstanding principal amount plus any accrued and unpaid interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Assignments – January 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 3.00% | 3.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company assigned a convertible note with a $145,297 principal and accrued interest of $13,500. In addition, the Company assigned a second convertible note issued in October 2019 with a $35,750 principal and accrued interest of $15,453. The total assignment was for $210,000. | The Company assigned two promissory notes with a $293,250 principal balance outstanding and accrued interest of $66,750. The total assignment was for $360,000. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | Each of the Notes may be prepaid until 180 days from the issuance date with the following penalties: (i) if a Note is prepaid within ninety (90) days of the issuance date, then the prepayment premium shall be 125% of the outstanding principal amount plus any accrued and unpaid interest; (ii) if a Note is prepaid during the period beginning on the date which is ninety-one (91) days following the issuance date, and ending on the date which is one hundred eighty (180) days following the issuance date, then the prepayment premium shall be 130% of the outstanding principal amount plus any accrued and unpaid interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited. | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 570,000 | $ 570,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | 467,500 | 467,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 784,565 | 784,565 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | 214,565 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of common stock shares | 2,054,263 | 3,208,955 | 2,500,000 | 1,698,717 | 1,698,717 | 2,054,263 | |||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 20,000 | $ 25,000 | $ 20,000 | $ 15,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 324,417 | 324,417 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 248,083 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other Terms to the Convertible Promissory Note and Note Assignment - January 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt redemption, description | The Notes may be prepaid until 180 days from the issuance date with the following penalties: (i) if a Note is prepaid within ninety (90) days of the issuance date, then the prepayment premium shall be 125% of the outstanding principal amount plus any accrued and unpaid interest; (ii) if a Note is prepaid during the period beginning on the date which is ninety-one (91) days following the issuance date, and ending on the date which is one hundred eighty (180) days following the issuance date, then the prepayment premium shall be 130% of the outstanding principal amount plus any accrued and unpaid interest. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt outstanding, description | The Company's Common Stock, at any time, at a conversion price for each share of Common Stock equal to (i) the lowest trading price of the Common Stock (as defined in the Note) as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding the issuance date of each Note; or (ii) 60% multiplied by the lowest traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion (the "Variable Conversion Price"). The Variable Conversion Price may further be adjusted in connection with the terms of the Notes. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Assignments – February 2020 & April 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company analyzed the Note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, at the time of issuance, the Company recognized derivative liability for the convertible note of $26,629, of which $15,000 was recorded as debt discount and will be amortized during the term of the Note, and $11,629 was recorded as day 1 derivative loss. | The Company entered into a convertible promissory note (the “Note”). The note is in the aggregate principal amount of $33,500, annual interest rate of 10% and a maturity date of February 13, 2021. After payment of transaction-related expenses of $3,500, net proceeds to the Company from the Note totaled $30,000. The Company recorded these discounts and cost of $3,500 as a discount to the Note and fully amortized as interest expense during the period. | |||||||||||||||||||||||||||||||||||||||||||||||
Principal amount outstanding | 33,500 | $ 33,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 42,976 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative loss | 12,976 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt outstanding, description | The Company entered into a convertible promissory note (the “Note”). The note is in the principal amount of $15,000, annual interest rate of 10% and a maturity date of April 28, 2021. | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 7,500 | $ 30,000 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2020 | Jan. 13, 2020 | Jan. 09, 2020 | Jan. 08, 2020 | Dec. 10, 2019 | Nov. 14, 2019 | Oct. 07, 2019 | Sep. 10, 2019 | Sep. 04, 2019 | Aug. 26, 2019 | Aug. 26, 2019 | Aug. 12, 2019 | Feb. 08, 2019 | Nov. 14, 2018 | Nov. 05, 2018 | Nov. 02, 2018 | Oct. 12, 2018 | Apr. 30, 2020 | Apr. 24, 2020 | Apr. 02, 2020 | Feb. 27, 2020 | Feb. 27, 2020 | Feb. 26, 2020 | Feb. 24, 2020 | Feb. 20, 2020 | Feb. 19, 2020 | Feb. 04, 2020 | Jan. 28, 2020 | Jan. 22, 2020 | Jan. 16, 2020 | Dec. 31, 2019 | Dec. 24, 2019 | Dec. 16, 2019 | Nov. 30, 2019 | Nov. 26, 2019 | Nov. 19, 2019 | Nov. 15, 2019 | Oct. 31, 2019 | Oct. 29, 2019 | Oct. 27, 2019 | Sep. 26, 2019 | Aug. 20, 2019 | Feb. 08, 2019 | Feb. 05, 2019 | Feb. 02, 2019 | Nov. 29, 2018 | Oct. 18, 2018 | Sep. 28, 2018 | Aug. 02, 2018 | Jan. 31, 2020 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 |
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 16,883 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 39,444 | 21,672 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, value | $ 5,875 | $ 69,600 | $ 11,833 | $ 150 | $ 75 | $ 47 | |||||||||||||||||||||||||||||||||||||||||||||||||
Settle of accounts payables to professional | 5,287 | 10,545 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognized loss upon issuance of shares | $ 507 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share amount | 5,794 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payables | $ 5,287 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividends | $ 15 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognized a loss | $ 587 | $ 1,288 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured amount | $ 75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 600,000 | 258,621 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price, per share | $ 0.25 | $ 0.29 | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accredited investor | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured amount | $ 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price, per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price, per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 400,000 | 140,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price, per share | $ 0.15 | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 12, 2018 | Nov. 18, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance amount | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognized as discount promissory note | $ 21,000 | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 549,858 | 200,000 | 785,760 | 301,697 | 277,291 | 250,620 | 250,000 | 114,123 | 14,138,826 | 3,208,955 | 3,208,955 | 2,500,000 | 11,509,022 | 40,000 | 110,027 | 474,891 | 1,698,717 | 705,128 | 517,598 | 444,672 | 520,833 | 80,000 | 447,917 | 537,635 | 398,247 | 310,527 | 465,736 | 332,667 | 342,466 | 191,116 | 400,000 | 60,715 | 325,000 | ||||||||||||||||||||||
Principal outstanding | $ 8,000 | $ 1,328 | $ 5,000 | $ 7,500 | $ 12,750 | $ 10,000 | $ 14,500 | $ 14,500 | $ 7,500 | $ 20,000 | $ 20,000 | $ 15,000 | $ 15,000 | $ 6,000 | $ 25,000 | $ 10,500 | $ 9,500 | $ 8,000 | $ 9,500 | $ 8,000 | $ 13,000 | $ 9,500 | $ 6,500 | $ 13,500 | $ 9,500 | $ 14,500 | $ 7,500 | ||||||||||||||||||||||||||||
Administrative fees | 500 | 500 | 500 | $ 541 | 500 | $ 500 | $ 500 | $ 500 | 500 | $ 500 | $ 500 | $ 500 | $ 500 | $ 500 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 146 | $ 3,888 | $ 38,164 | $ 1,500 | $ 1,500 | $ 1,500 | $ 4,290 | 500 | 500 | $ 100 | $ 2,834 | $ 538 | |||||||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 600,000 | 258,621 | 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, value | $ 3,200 | $ 100,000 | $ 13,357 | $ 78,000 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Settle of accounts payables to professional | 10,382 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 78 | $ 2,212 | $ 8,408 | $ 25 | $ 1,500 | $ 500 | $ 171 | ||||||||||||||||||||||||||||||||||||||||||||||||
Recognized a loss | $ 2,975 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair market value | $ 800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 233,633 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt settlement | 386,000 | $ 386,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain in settlement of debt | $ 134,319 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 200,000 | 400,000 | 416,666 | 260,000 | 2,054,263 | 956,226 | 282,885 | 831,669 | |||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding | $ 10,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 9,250 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,500 | 500 | $ 14,382 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, value | $ 15,240 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion fees | $ 3,962 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non cash expenses benefit | $ 4,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair market value | $ 6,890 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 86,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividends | $ 1,189 |
Leases (Details)
Leases (Details) - USD ($) | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2020 | Jul. 31, 2019 | |
ROU Asset | |||
Amortization | (159,403) | ||
ROU Asset | 213,000 | ||
Amortization | 159,403 | ||
Lease Liability short term | $ 114,000 | ||
Lease Liability Long term | 99,000 | ||
Leases Topic 842 [Member] | |||
ROU Asset | 372,651 | ||
Amortization | (159,403) | ||
ROU Asset | 213,248 | ||
Lease Liability | 372,651 | ||
Amortization | (159,403) | ||
Lease Liability | 213,248 | ||
Lease Liability short term | 114,387 | ||
Lease Liability Long term | 98,861 | ||
Lease Liability,Total | $ 213,248 | $ 213,248 | $ 372,651 |
Leases (Details 1)
Leases (Details 1) | Apr. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 134,638 |
2021 | 56,872 |
2022 | 37,161 |
2023 | |
2024 | |
Total minimum lease payments | 228,671 |
Less: effect of discounting | (15,423) |
Present Value of future minimum lease payments | 213,248 |
Less: current obligation under leases | (114,387) |
Long-term lease obligation | $ 98,861 |
Leases (Details Textual)
Leases (Details Textual) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Leases (Textual) | |
Amortization of assets | $ 159,403 |
Amortization of liabilities | $ 159,403 |
Lease rates | 8.00% |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock (Details) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Jul. 31, 2019 | |
Series B Convertible Preferred Stock (Textual) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Redemption Price, description | At any time on or after the second anniversary of the date of issuance of shares of Series B Preferred Stock to the Holder, the Corporation, in its sole discretion ,may elect, by delivering written notice to the Holder no less than 10 days or more than 20 prior to the redemption date set forth in such notice (the "Redemption Date"), to redeem all or any portion of the Series B Preferred Stock held by such Holder at a price per share (the "Redemption Price") equal to 120% of the Stated Value per share being redeemed . The Corporation shall, unless otherwise prevented by law, redeem from such holder on the Redemption Date the number of shares of Series B Preferred Stock identified in such notice of redemption. | |
Series B Convertible Preferred Stock [Member] | ||
Series B Convertible Preferred Stock (Textual) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 424,165 | 0 |
Series B preferred stock, stated value | $ (1) | |
Debt settlement | $ 386,000 | |
Promissory notes accrued interest | 38,165 | |
Dividends payable | ||
Mandatory conversion, description | Upon (i) an up-listing of the Corporation's Common Stock to Nasdaq or a US national securities exchange, (ii)an underwriting involving the sale of $5,000,000 or more of the Corporation's Common Stock or Common Stock Equivalents (a "Material Underwriting"), (iii) the Corporation ceases to be a public corporation as the result of a going private transaction, (iv) the Corporation, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions (including a transaction involving the Corporation's spin-off of its operating subsidiary, T3 Communications, Inc.), (v) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (vi) the Corporation, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (vii) the Corporation, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person, other than an officer or director of the Company, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) , all shares of Series B Preferred Stock shall be automatically converted, without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, into the number of fully paid and nonassessable shares of Common Stock in an amount equal, following conversion ,to 18% of the Corporation's issued and outstanding shares of Common Stock . Each of (i)-(vii) above shall be hereafter referred to as a "Conversion Event" and the date of a Conversion Event shall be hereafter referred to as a "Conversion Date". Upon any such mandatory conversion and the issuance of Conversion Shares further thereto, the shares of Series B Preferred Stock shall be deemed cancelled and of no further force or effect. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 04, 2020 | May 29, 2020 | Apr. 30, 2020 | Jul. 31, 2019 |
Subsequent Events (Textual) | ||||
Promissory Note | $ 693,000 | |||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | ||||
Subsequent Events (Textual) | ||||
Promissory Note | $ 213,100 | |||
Subsequent Event [Member] | Convertible Notes - Conversions [Member] | ||||
Subsequent Events (Textual) | ||||
Issued shares | 3,500,000 | |||
Principal on convertible | 30,000 | |||
Accrued interest | $ 1,500 | |||
Principal payment | $ 11,933 | |||
Maturity period | 2 years | |||
Annual interest rate percentage | 100.00% |