Digerati (DTGI) 10-Q 14 Dec 20 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Oct. 31, 2020	Dec. 14, 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	Oct. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
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		122,182,410
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	Oct. 31, 2020	Jul. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 446	$ 685
Accounts receivable, net	116	208
Prepaid and other current assets	732	361
Total current assets	1,294	1,254
LONG-TERM ASSETS:
Intangible assets, net	1,357	1,451
Goodwill, net	810	810
Property and equipment, net	482	431
Other assets	43	43
Investment in Itellum	185	185
Right-of-use asset	139	176
Total assets	4,310	4,350
CURRENT LIABILITIES:
Accounts payable	1,821	1,487
Accrued liabilities	1,887	1,840
Equipment financing	62	62
Convertible note payable, current, net $296 and $295, respectively	647	548
Note payable, current, related party, net of $0 and $0, respectively	138	78
Note payable, current, net $0 and $0, respectively	1,616	1,571
Deferred income	138	279
Derivative liability	223	606
Operating lease liability, current	74	99
Total current liabilities	6,606	6,570
LONG-TERM LIABILITIES:
Notes payable, related party, net $0 and $6, respectively		85
Note payable, net $0 and $0, respectively	133	193
Equipment financing	20	38
Operating lease liability	64	77
Total long-term liabilities	217	393
Total liabilities	6,823	6,963
Commitments and contingencies
STOCKHOLDERS' DEFICIT:
Preferred stock, Value
Common stock, $0.001, 150,000,000 shares authorized, 122,182,410 and 101,323,590 issued and outstanding, respectively (15,000,000 reserved in Treasury)	122	101
Additional paid in capital	87,199	86,364
Accumulated deficit	(89,418)	(88,697)
Other comprehensive income	1	1
Total Digerati's stockholders' deficit	(2,096)	(2,231)
Noncontrolling interest	(417)	(382)
Total stockholders' deficit	(2,513)	(2,613)
Total liabilities and stockholders' deficit	$ 4,310	4,350
Series A Preferred Stock
STOCKHOLDERS' DEFICIT:
Preferred stock, Value
Series B Preferred Stock
STOCKHOLDERS' DEFICIT:
Preferred stock, Value
Series C Preferred Stock
STOCKHOLDERS' DEFICIT:
Preferred stock, Value
Series F Super Voting Preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, Value

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2020	Jul. 31, 2020
Convertible note payable, current, net	$ 296	$ 295
Note payable, current, net	0	0
Note payable, current, related party, net	0	0
Notes payable, related party, net	0	6
Note payable non-current, net	$ 0	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	122,182,410	101,323,590
Common stock, shares outstanding	122,182,410	101,323,590
Treasury Stock Shares	15,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Series A Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	225,000	225,000
Preferred stock, shares outstanding	225,000	225,000
Series B Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	407,477	0
Preferred stock, shares outstanding	407,477	0
Series C Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series F Super Voting Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100	100
Preferred stock, shares issued	100	0
Preferred stock, shares outstanding	100	0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2020	Oct. 31, 2019
OPERATING REVENUES:
Cloud software and service revenue	$ 1,552	$ 1,589
Total operating revenues	1,552	1,589
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization)	748	803
Selling, general and administrative expense	1,011	1,192
Legal and professional fees	258	102
Depreciation and amortization expense	161	163
Total operating expenses	2,178	2,260
OPERATING LOSS	(626)	(671)
OTHER INCOME (EXPENSE):
Gain (loss) on derivative instruments	178	(465)
Income tax benefit (expense)	(8)	39
Interest expense	(300)	(424)
Total other income (expense)	(130)	(850)
NET LOSS INCLUDING NONCONTROLLING INTEREST	(756)	(1,521)
Less: Net loss attributable to the noncontrolling interests	35	13
NET LOSS ATTRIBUTABLE TO DIGERATI'S SHAREHOLDERS	(721)	(1,508)
Deemed dividend on Series A Convertible preferred stock	(5)
NET LOSS ATTRIBUTABLE TO DIGERATI'S COMMON SHAREHOLDERS	$ (726)	$ (1,508)
LOSS PER COMMON SHARE - BASIC	$ (0.01)	$ (0.06)
LOSS PER COMMON SHARE - DILUTED	$ (0.01)	$ (0.06)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC	119,914,246	25,061,210
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED	119,914,246	25,061,210

Consolidated Statements of Stoc

Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Convertible Series A Shares	Convertible Series B Shares	Convertible Series F Shares	Common Shares	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income	Stockholders Deficit	Noncontrolling Interest	Total
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
Amortization of employee stock options					141			141		141
Common stock issued for services, to employees				$ 5	365			370		370
Common stock issued for services, to employees, shares				5,289,420
Stock issued, extension of debt				$ 40				40		40
Stock issued, extension of debt, shares				400,000
Common stock issued concurrent with convertible debt				$ 4	153			157		157
Common stock issued concurrent with convertible debt, shares				3,782,881
Derivative liability resolved to APIC due to note conversion					240			240		240
Dividends declared					(8)			(8)		(8)
Net Ioss						(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, 2020				$ 101	86,364	(88,697)	1	(2,231)	(382)	(2,613)
BALANCE, Shares at Jul. 31, 2020	225,000	407,477	100	101,323,590
Amortization of employee stock options					20			20		20
Common stock issued for services, to employees				$ 8	257			265		265
Common stock issued for services, to employees, shares				7,858,820
Common stock issued for services				$ 2	56			58		58
Common stock issued for services, shares				2,000,000
Common stock issued for debt conversion				$ 10	147			157		157
Common Stock issued for debt conversion, shares				10,000,000
Common stock issued concurrent with convertible debt				$ 1	44			45		45
Common stock issued concurrent with convertible debt, shares				1,000,000
Beneficial conversion feature on convertible debt					111			111		111
Derivative liability resolved to APIC due to note conversion					205			205		205
Dividends declared					(5)			(5)		(5)
Net Ioss						(721)		(721)	(35)	756
BALANCE at Oct. 31, 2020				$ 122	$ 87,199	$ (89,418)	$ 1	$ (2,096)	$ (417)	$ (2,513)
BALANCE, Shares at Oct. 31, 2020	225,000	407,477	100	122,182,410

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2020	Oct. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (756)	$ (1,521)
Adjustments to reconcile net loss to cash used in by operating activities:
Depreciation and amortization	161	163
Stock compensation and warrant expense	343	511
Amortization of ROU - operating	37	89
Amortization of debt discount	194	324
Loss (Gain) on derivative liabilities	(178)	465
Changes in operating assets and liabilities:
Accounts receivable	92	(15)
Prepaid expenses and other current assets	(6)	(21)
Right of use operating lease liability	(38)	(49)
Accounts payable	334	42
Accrued expenses	44	80
Deferred income	(141)	(42)
Net cash provided by operating activities	86	26
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisition of equipment	(118)	(24)
Cash paid for escrow deposit related to acquisition	(365)
Net cash used in investing activities	(483)	(24)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from convertible debt, net of original issuance cost and discounts	308	150
Payments on ROU - liability		(40)
Principal payments on convertible notes, net	(101)
Principal payments on related party notes, net	(31)	(33)
Principal payment on equipment financing	(18)	(16)
Net cash provided by financing activities	158	61
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(239)	63
CASH AND CASH EQUIVALENTS, beginning of period	685	406
CASH AND CASH EQUIVALENTS, end of period	446	469
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	107	66
Income tax paid
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount from common stock issued with debt	45
Beneficial conversion feature on convertible debt	111
Debt discount from derivative liabilities		150
Reclassification promissory note to convertible debt	15
Capitalization of ROU assets and liabilities - operating		372
Common Stock issued for debt conversion	157	157
Common Stock issued for debt extension		40
Dividend declared	5	8
Derivative liability resolved to APIC due to debt conversion	$ 205	$ 240

Basis of Presentation

Basis of Presentation	3 Months Ended
	Oct. 31, 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, 2020 contained in the Company's Form 10-K filed on October 29, 2020 have been omitted. Prepaid Acquisition costs & debt financing costs The Company entered into a definitive agreement to acquire a service provider in South Florida of UCaaS and managed services that offers a portfolio of cloud-based solutions to the high-growth SMB market. Treasury Shares As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 15,000,000 treasury shares for consideration for future conversions and exercise of warrants. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of October 31, 2020, we believe that the treasury share reserved are sufficient for any future conversions of these instruments. As a result, these debt instruments and warrants are excluded from derivative consideration. 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 three months ended October 31, 2020 and 2019, the Company did not derive a significant amount of revenue from one single customer. As of the three months ended October 31, 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): For the Three Months ended October 31, 2020 2019 Cloud software and service revenue $ 1,549 $ 1,555 Product revenue 3 34 Total operating revenues $ 1,552 $ 1,589 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 October 31, 2020 and July 31, 2020, were $6,810 and $5,980, 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 October 31, 2020 and July 31, 2020, were $6,800 and $148,000, respectively. Customer deposits The Company in some instances requires customers to make deposits for equipment, installation charges and training. As equipment is installed and training takes places the deposits are then applied to revenue. As of October 31, 2020, and July 31, 2020, Digerati's customer deposits balance was $131,000 and $131,000, 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 three months ended October 31, 2020 and October 31, 2019, were $18,190 and $16,253, 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 three months ended October 31, 2020 and 2019, the Company recognized a noncontrolling deficits of $35,000 and $13,000, respectively. Recently issued accounting pronouncements. In August 2020, the FASB issued "ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)" which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential on its financial statements.

Going Concern

Going Concern	3 Months Ended
	Oct. 31, 2020
Going Concern [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN Financial Condition The Company's consolidated financial statements for the three months ending October 31, 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 $89,418,000 and a working capital deficit of approximately $5,312,000 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 available resources as of October 31, 2020, will not be sufficient to fund the Company's operations and corporate expenses over the next 12 months. The Company's ability to continue to meet its obligations and to achieve its business objectives is dependent upon, and other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding, the Company will seek to secure such best-efforts funding from various possible sources, including equity or debt financing, sales of assets, or collaborative arrangements. 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 curtail its operations, and the Company may not be able to pay off its obligations, if and when they come due. We are currently taking initiatives to reduce our overall cash deficiencies on a monthly basis. During fiscal 2021 we anticipate reducing fixed costs and general expenses, in addition, certain members of our management team have taken a significant portion of their compensation in common stock to reduce the depletion of our available cash. To strengthen our business, we intend to invest in a new marketing and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value-added resellers to tap into new sources of revenue streams, we have also secured various agent agreements to accelerate revenue growth. In addition, we will continue to focus on selling a greater number of comprehensive services to our existing customer base. Further, in an effort to increase our revenues, we will continue to evaluate the acquisition of various assets with emphasis in VoIP Services and Cloud Communication Services. As a result, during the due diligence process we anticipate incurring significant legal and professional fees. We have been successful in raising debt and equity capital in the past and as described in Notes 6, 7, and 8. In addition we raised debt capital after October 31, 2020 as described below and in Note 12. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. The Company's consolidated financial statements as of October 31, 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. On November 17, 2020, the Company and T3 Communications, Inc ("T3 Nevada"), a majority owned subsidiary entered into a credit agreement (the "Credit Agreement") with Post Road Administrative LLC and its affiliate Post Road Special Opportunity Fund II LLP (collectively, "Post Road"). Pursuant to the Credit Agreement, Post Road provided T3 Nevada with a secured loan of up to $20,000,000, with initial loans of $10,500,000 pursuant to the issuance of a Term Loan A Note and $3,500,000 pursuant to the issuance of a Term Loan B Note, each funded on November 17, 2020. The Company used $14,000,000 of the credit facility for the payment of approximately $9.452 million for the purchase price for the merger of Nexogy, $1.190 million for the purchase price and transaction fees of certain assets of ActiveServe, Inc., $1.480 million for the payment in full of outstanding debts owed to three creditors, including the secured creditor Thermo Communication, Inc., the payment of approximately $894,000 in transaction fees and $484,000 for general working capital purposes. See Note 12 Subsequent Events. The Company can draw additional loans in increments of $1,000,000., before the 18 month anniversary of the initial funding date. The current Credit Agreement will allow the Company to continue acquiring UCaaS service providers that meet the Company's acquisition criteria. Management anticipates that future acquisitions will provide additional operating revenues to the Company as it continues to execute on its consolidation strategy. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by management.

Intangible Assets

Intangible Assets	3 Months Ended
	Oct. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 3 – INTANGIBLE ASSETS Below are summarized changes in intangible assets at October 31, 2020 and July 31, 2020: Gross Carrying Accumulated Net Carrying October 31, 2020 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (22,672 ) 17,328 Customer relationships, 7 years 1,480,000 (540,362 ) 939,638 Marketing & Non-compete, 5 years 800,000 (400,000 ) 400,000 Total Define-lived Assets 2,470,000 (1,113,034 ) 1,356,966 Goodwill, Indefinite 810,353 - 810,353 Balance, October 31, 2020 $ 3,280,353 $ (1,113,034 ) $ 2,167,319 Gross Carrying Accumulated Net Carrying July 31, 2020 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (20,672 ) 19,328 Customer relationships, 7 years 1,480,000 (487,505 ) 992,495 Marketing & Non-compete, 5 years 800,000 (360,000 ) 440,000 Total Define-lived Assets 2,470,000 (1,018,177 ) 1,451,823 Goodwill, Indefinite 810,353 - 810,353 Balance, July 31, 2020 $ 3,280,353 $ (1,018,177 ) $ 2,262,176 Total amortization expense for the three months ended October 31, 2020 and 2019 was $94,857 and $94,857, respectively.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Oct. 31, 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 three months ended October 31, 2020, we issued: ● 7,608,820 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 $247,287 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. ● 250,000 common shares to a former member of the Management team for services in lieu of cash compensation. The Company recognized stock-based compensation expense of approximately $17,500 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. During the three months ended October 31, 2020 Digerati recognized $247,287 in stock compensation expense to employees as part of the Company's Non-Standardized profit-sharing plan contribution and other stock compensation to employees. During the three months ended October 31, 2019, we issued: ● 3,972,055 common shares to members of the Management team for services in lieu of cash compensation. The Company recognized stock-based compensation expense of approximately $278,044 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. ● 1,317,365 shares of common stock to the Executive Officers, with a market value at time of issuance of $92,216, 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. 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 The Company recognized approximately $20,227 and $141,647 in stock-based compensation expense for stock options to employees for the three months ended October 31, 2020 and 2019, respectively. Unamortized compensation stock option cost totaled $42,976 and $299,118 at October 31, 2020 and October 31, 2019, respectively. A summary of the stock options as of October 31, 2020 and July 31, 2020 and the changes during the three months ended October 31, 2020 are presented below: Options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at July 31, 2020 5,000,000 $ 0.27 2.66 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding at October 31, 2020 5,000,000 $ 0.27 2.44 Exercisable at October 31, 2020 4,772,628 $ 0.26 2.41 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 5,000,000 stock options outstanding at October 31, 2020 and July 31, 2020 was $0 and $0, respectively. The aggregate intrinsic value of 4,772,628 and 4,717,699 stock options exercisable at October 31, 2020 and July 31, 2020 was $0 and $0, respectively.

Warrants

Warrants	3 Months Ended
	Oct. 31, 2020
Warrants [Abstract]
WARRANTS	NOTE 5 – WARRANTS During the three months ended October 31, 2020 and 2019, the Company did not issue any warrants. A summary of the warrants as of October 31, 2020 and July 31, 2020 and the changes during the three months ended October 31, 2020 are presented below: Warrants Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at July 31, 2020 2,240,000 $ 0.33 1.61 Granted - - - Exercised - - - Forfeited and cancelled (105,000 ) $ 0.50 - Outstanding at October 31, 2020 2,135,000 $ 0.32 1.43 Exercisable at October 31, 2020 1,835,000 $ 0.21 1.31 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 2,135,000 and 2,240,000 warrants outstanding at October 31, 2020 and July 31, 2020 was $11,858 and $6,160, respectively. The aggregate intrinsic value of 1,835,000 and 1,940,000 warrants exercisable at October 31, 2020 and July 31, 2020 was $11,858 and $6,160, respectively. During the quarter ended October 31, 2020, 105,000 warrants expired with an exercise price pf $0.50. These warrants were issued in August and October 2017. 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. 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. The 300,000 commitment warrants have not been issued since the requirements were not achieved during the three months ending October 31, 2020.

Notes Payable Non-Convertible

Notes Payable Non-Convertible	3 Months Ended
	Oct. 31, 2020
Debt Disclosure [Abstract]
NOTES PAYABLE NON-CONVERTIBLE	NOTE 6 – NOTES PAYABLE NON-CONVERTIBLE Notes Payable Non-convertible 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 an initial maturity date of May 14, 2018. The lender subsequentially continued to extend the maturity date on the note. On October 14, 2020, the lender agreed to extend the maturity date until October 31, 2020, the Company continued to pay $3,250 per week in late fees. As of October 31, 2020, and July 31, 2020, the outstanding principal balance was $700,000. In conjunction with the note, T3 entered into a Security Agreement, whereby T3 agreed to pledge one third of the outstanding shares of its Florida operations, T3 Communications, Inc. On November 17, 2020, the Company paid the total principal balance outstanding of $700,000. 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. The note was collateralized by T3's accounts receivables. 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. As of October 31, 2020, and July 31, 2020, the outstanding principal balance was $600,000. In anticipation of the payment in full of the credit facility, the Lender agreed to waive 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 November 17, 2020, the Company paid the total principal balance outstanding of $600,000 and $11,115 in accrued interest and fees. 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. 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 October 31, 2020 and July 31, 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. On August 1, 2020, the lender agreed to extend the maturity date to October 31, 2020. Subsequentially, the lender agreed to extend the maturity date to January 31, 2021. The outstanding balance as of October 31, 2020 and July 31, 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 promissory note was secured by the Company's receivables. The outstanding balance as of October 31, 2020 and July 31, 2020, was $30,000. Subsequentially, on November 17, 2020, the Company paid the total principal balance outstanding of $30,000 and $2,604 in accrued interest. On April 22, 2020, the Company, entered into two unsecured promissory notes (the "Notes") for $62,500 and $86,000 made to the Company under the Paycheck Protection Program (the "PPP"). In addition, on May 4, 2020, the Company, entered into a third 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 were 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 and $11,933, respectively. 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. The principal balance on the various notes were $62,500, $86,000, and $213,100, respectively as of October 31, 2020 and July 31, 2020.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Oct. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY PROMISORY NOTES	NOTE 7 – RELATED PARTY PROMISORY NOTES On May 1, 2018, T3 entered into a secured promissory note for $275,000 with an effective annual interest rate of 8.08% 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 as interest expense during the periods ended October 31, 2020 and July 31, 2020, $6,300 and $10,386, respectively. The total unamortized discount as of October 31, 2020 and July 31, 2020 were $0 and $6,300, respectively. During the period ended October 31, 2020, the Company paid $14,993, of the principal balance. The total principal outstanding as of October 31, 2020 and July 31, 2020, were $137,641 and $152,634, respectively. The note holder also serves as Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries. On November 17, 2020, the Company paid the total principal balance outstanding of $137,641 and $6,359 in accrued interest. 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. During the three months ended October 31, 2020 and October 31, 2019, the Company provided VoIP Hosted and fiber services of $39,769 and $38,825, respectively. The proceeds from this note were used to extend the closing date of the Nexogy acquisition, the funds are an advance to the purchase price for the benefit of Nexogy owners, the funds were credited towards the purchase price at Closing of the Acquisition. The Company included the prepaid amounts in other current assets as of October 31, 2020. On August 3, 2020, the promissory note was paid in full. The total principal outstanding as of October 31, 2020 and July 31, 2020 were $0 and $16,298, respectively. The note holder also serves as a Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Oct. 31, 2020
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 8 – CONVERTIBLE NOTES PAYABLE At October 31, 2020 and July 31, 2020, convertible notes payable consisted of the following: October 31, July 31, 2020 2020 CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE In November 2019 and February 2020, the holder agreed to extend the maturity date of the notes until April 30, 2020. In June 2020, the note holder agreed to extend the maturity date until August 31, 2020, which was again extended until January 31, 2021. $ 32,000 $ 32,000 On July 27, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of March 27, 2021. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.05 (five) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in this Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.05 (five) cents or (b). 75% of the lowest traded price in the prior fifteen trading days immediately preceding the Notice of Conversion. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total amortization of debt discount during the period ended October 31, 2020 was $17,485. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $29,141 and $46,626, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $275,000. 275,000 275,000 On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, annual interest rate of 8% and a maturity date of October 13, 2021. After payment of transaction-related expenses and closing fees of $32,000, net proceeds to the Company from the Note totaled $298,000. The Company recorded $32,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 1,000,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $45,003 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $107,255 as debt discount for the intrinsic value of the conversion feature and it will be amortized to interest expense during the term of the promissory note. The proceeds from the note were utilized to cover the various deposits for the acquisition of Nexogy and ActivePBX. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company recorded amortization of debt discount of $15,355 during the period ended October 31, 2020. The total unamortized discount on the Note as of October 31, 2020 was $168,903. The total principal balance outstanding as of October 31, 2020 was $330,000. (See below for additional terms No.1) 330,000 - On October 15, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $27,500, annual interest rate of 8% and a maturity date of October 15, 2021. The note included $15,000 of a promissory note as of July 31, 2020, that subsequently was part of a larger financing with the lender. After payment of transaction-related expenses and closing fees of $2,500, net proceeds to the Company from the Note totaled $25,000. Additionally, the Company recorded $6,075 as a discount to the Note and amortized over the term of the note. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company recorded amortization of debt discount of $506during the period ended October 31, 2020. The total unamortized discount on the Note as of October 31, 2020 was $5,569. The total principal balance outstanding as of October 31, 2020 was $27,500. (See below for additional terms No.1) 27,500 - Total convertible notes payables non-derivative: 664,500 307,000 October 31, July 31, 2020 2020 CONVERTIBLE NOTES PAYABLE - DERIVATIVE On August 30, 2019, the Company entered into variable convertible note for $93,500, bearing interest at a rate of 10% per annum and a maturity date of May 30, 2020. On August 10, 2020, the noteholder agreed to extend the maturity date until October 31, 2020 and subsequentially extended until January 31, 2021. 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. During the quarter ended October 31, 2020, the Company issued 5,000,000 shares of common stock for the conversion of $80,000 of the principal balance outstanding. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020 was $0. The total principal balance outstanding as of October 31, 2020 and July 31, 2020, were $13,500 and $93,500, respectively. The Company amortized $0 and $93,500 of debt discount as interest expense during the periods ended October 31, 2020 and July 31, 2020, respectively. The notes are immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 13,500 93,500 On January 10, 2020, the Company entered into an Assignment Agreement whereby Armada Investment Fund LLC (the "Assignor") assigned to Platinum Point Capital LLC (the "Assignee") a principal amount of $145,297 and $35,750, representing the outstanding principal balance on the Convertible Promissory Notes dated July 11, 2019 and October 18, 2019, respectively, plus accrued interest of $28,953. The new notes are is in the aggregate principal amount of $210,000, annual interest rate of 3% and a maturity date of January 10, 2021. On January 22, 2020, the Company entered into an Assignment Agreement whereby BHP Capital NY Inc. (the "Assignor") assigned to Platinum Point Capital LLC (the "Assignee") a principal amount of $146,625, representing the outstanding principal balance on the Convertible Promissory Note dated July 11, 2019, plus accrued interest of $33,375. The new note is in the aggregate principal amount of $180,000, annual interest rate of 3% and a maturity date of January 22, 2021. On January 22, 2020, the Company entered into an Assignment Agreement whereby Jefferson Street Capital LLC (the "Assignor") assigned to Platinum Point Capital LLC (the "Assignee") a principal amount of $146,625, representing the outstanding principal balance on the Convertible Promissory Note dated July 11, 2019, plus accrued interest of $33,375. The new note is in the aggregate principal amount of $180,000, annual interest rate of 3% and a maturity date of January 22, 2021. 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. During the quarter ended October 31, 2020, the Company issued 5,000,000 shares of common stock for the conversion of $75,000 of the principal outstanding and $1,500 in accrued interest. In addition, during the quarter ended October 31, 2020, the Company paid $101,203 of the outstanding principal and $37,797 in accrued interest and fees. The total unamortized discount on the Notes as of October 31, 2020 and July 31, 2020, were $48,809 and $172,611, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020, were $163,797 and $340,000, respectively. The Company amortized $397,389 and $131,802 (See below variable conversion terms No.2) 163,797 340,000 On February 13, 2020, the Company entered into a variable convertible 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. 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. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $7,500 and $15,000, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $33,500. The Company amortized $7,500 and $18,500 of debt discount as interest expense during the quarter ended October 31, 2020 and the year ended July 31, 2020, respectively. The note is immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 33,500 33,500 On April 28, 2020, the Company entered into a variable convertible note. The note is in the principal amount of $15,000, annual interest rate of 10% and a maturity date of April 28, 2021. 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. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $7,500 and $11,250. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $15,000. The Company amortized $3,750 and $3,750 of debt discount as interest expense during the quarter ended October 31, 2020 and the year ended July 31, 2020, respectively. The note is immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 15,000 15,000 October 31, July 31, 2020 2020 On July 28, 2020, the Company entered into an Assignment Agreement whereby one of the variable noteholders assigned a principal amount of $35,750 and accrued interest and penalties of $17,081. The new variable convertible note is for $52,831, annual interest rate of 10% and a maturity date of July 28, 2021. The Company analyzed the assignment of the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $36,886 and $49,180, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $52,831. The note is immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 52,831 52,831 Total convertible notes payable - derivative: $ 278,628 $ 534,831 Total convertible notes payable derivative and non-derivative 943,128 841,831 Less: discount on convertible notes payable (296,309 ) (294,667 ) Total convertible notes payable, net of discount 646,819 547,164 Less: current portion of convertible notes payable (646,819 ) (547,164 ) Long-term portion of convertible notes payable $ - $ - Additional terms No.1: Variable Conversion No.2: The total unamortized discount on the convertible notes as of October 31, 2020 and July 31, 2020, were $296,309 and $294,667, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020, were $943,128 and $841,831, respectively. During the periods ended October 31, 2020 and July 31, 2020, the Company amortized $188,692 and $1,228,000, respectively, of debt discount as interest expense. Fair Value of Financial Instruments. Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. Our derivative liabilities as of October 31, 2020 and July 31, 2020 of $223,437 and $606,123, respectively. The following table provides the fair value of the derivative financial instruments measured at fair value using significant unobservable inputs: Fair value measurements at reporting date using: Quoted prices in active markets for identical liabilities Significant other observable inputs Significant unobservable inputs Description Fair Value (Level 1) (Level 2) (Level 3) Convertible promissory notes derivative liability at July 31, 2020 $ 606,123 - - $ 606,123 Convertible promissory notes derivative liability at October 31, 2020 $ 223,437 - - $ 223,437 The fair market value of all derivatives during the three months ended October 31, 2020 was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 83.28% - 210.85% Risk-free interest rate 0.09% -2.67% Expected term 0.01 - 1.00 years Level 3 inputs. The following table provides a summary of the changes in fair value of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs: Balance at July 31, 2020 $ 606,123 Derivative from new convertible promissory notes recorded as debt discount - Derivative liability resolved to additional paid in capital due to debt conversion (204,637 ) Derivative gain (178,049 ) Balance at October 31, 2020 $ 223,437

Leases

Leases	3 Months Ended
	Oct. 31, 2020
Leases [Abstract]
LEASES	NOTE 9 - LEASES The leased properties have a remaining lease term of sixteen 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. As of the date of this filing, the Company is working on finalizing a new office lease agreement. The new lease will commence on January 1, 2021, the initial term will of 5 years, at an annual base rent of $57,000. The Company will have the option to renew the lease for an additional 5 years. The Company is working with the landlord on the final buildout of the office space. From October 1, 2020 through December 31, 2020, the Company entered into a Sublease Agreement with the current tenant, for a monthly rate of $4,791. 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 none 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 period ended October 31, 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 July 31, 2020 and October 31, 2020 for operating leases are as follows: ROU Asset July 31, 2020 $ 176,097 Amortization $ (37,569 ) ROU Asset October 31, 2020 $ 138,528 Lease Liability July 31, 2020 $ 176,097 Amortization $ (37,569 ) Lease Liability October 31, 2020 $ 138,528 Lease Liability Short term $ 74,260 Lease Liability Long term $ 64,268 Lease Liability Total: $ 138,528 Operating lease cost: $ 40,842 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 40,842 Weighted-average remain lease term-operating lease: 1.63 years Weighted-average discount rate 8.0 % For the period ended October 31, 2020 the amortization of operating ROU assets was $37,569. For the period ended October 31, 2020 the amortization of operating lease liabilities was $37,569. The future minimum lease payment under the operating leases are as follows: Lease Year Ending July 31, Payments 2021 (9 Months remaining) 67,567 2022 57,057 2023 25,440 Total: 150,064

Preferred Stock

Preferred Stock	3 Months Ended
	Oct. 31, 2020
Preferred Stock [Abstract]
PREFERRED STOCK	NOTE 10 – PREFERED STOCK CONVERTIBLE SERIES A PREFERRED STOCK In March 2019, the Company's Board of Directors designated and authorized the issuance up to 1,500,000 shares of the Series A Preferred Stock. Each share of Series A Preferred Stock has a par value of $0.001 per share and a stated value equal to one dollar ($1.00) (the "Stated Value") and are entitled to a dividend at an annual rate of eight percent (8%) per share. The Company had 225,000 shares of the Convertible Series A Preferred Stock outstanding as of October 31, 2020. During the period ending October 31, 2020 the Company declared a dividend of $5,000 and had $25,000 as accumulated dividends as of October 31, 2020. The terms of our Series A Preferred Stock allow for: Voting Rights. Optional Conversion. Mandatory Conversion. CONVERTIBLE SERIES B 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. The Company had 407,477 shares of Convertible Series B Preferred Stock outstanding as of October 31, 2020. No dividends are payable on the Convertible Series B Preferred Stock. The terms of our Series B Preferred Stock allow for: Voting Rights Mandatory Conversion Redemption CONVERTIBLE SERIES C PREFERRED STOCK In July 2020, the Company's Board of Directors designated and authorized the issuance up to 1,000,000 shares of the Series C Preferred Stock. Each share of Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to ten dollars ($10.00) (the "Stated Value"). As of October 31, 2020, the Company has not issued any shares of the Convertible Series C Preferred Stock. No dividends are payable on the Convertible Series C Preferred Stock. The terms of our Series C Preferred Stock allow for: Designation, Amount and Par Value; Eligible Recipients Dividends Voting Rights Automatic Conversion. Upon (i) an up-listing of the Corporation's Common Stock to Nasdaq or a US national securities exchange, (ii) a financing or offering involving the sale of $5,000,000 or more of the Corporation's Common Stock or Common Stock Equivalents (a "Material Financing"), (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 Nevada 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 issued shares of Series C 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 22% 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 C Preferred Stock shall be deemed cancelled and of no further force or effect. A mandatory conversion is the only means by which Series C Preferred Stock is convertible as the shares of Series C Preferred Stock are not convertible at the option of the Holder. For purposes of the foregoing Conversion Events, conversion will be deemed to have taken place immediately prior to the Conversion Event. By way of example, if the Corporation engages in a Material Financing, the Series C Preferred Stock will be treated as having been converted immediately prior to the issuance of the securities in the Material Underwriting. Redemption. SERIES F SUPER VOTING PREFERRED STOCK In July 2020, the Company's Board of Directors designated and authorized the issuance up to 100 shares of the Series F Super Voting Preferred Stock. Each share of Series F Super Voting Preferred Stock has a par value of $0.001 per share and a stated value equal to one cent ($0.01) (the "Stated Value"). As of October 31, 2020, the Company has 100 shares outstanding of the Series F Super Voting Preferred Stock. No dividends are payable on the Series F Super Voting Preferred Stock. The terms of our Series F Super Voting Preferred Stock allow for: Designation, Amount and Par Value; Eligible Recipients Voting Rights. Holder of the Series F Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Corporation's Common Stock, and on all such matters, the shares of Series F Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination, on a fully diluted basis, plus Conversion Redemption

Equity

Equity	3 Months Ended
	Oct. 31, 2020
Stockholders' Equity Note [Abstract]
EQUITY	NOTE 11 – EQUITY During the three months ended October 31, 2020, the Company issued the following shares of common stock that are not disclosed in other footnotes: On August 1, 2020, the Company issued an aggregate of 2,000,000 shares of common stock, at the time of issuance the Company recognized the market value $58,000 as professional services.

Subsequent Events

Subsequent Events	3 Months Ended
	Oct. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS SERIES F SUPER VOTING PREFERRED STOCK On November 17, 2020, Digerati's Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock. (See note 10 for designations): ● Arthur L. Smith - 34 shares of Series F Super Voting Preferred Stock ● Antonio Estrada - 33 shares of Series F Super Voting Preferred Stock ● Craig Clement - 33 shares of Series F Super Voting Preferred Stock Acquisitions Nexogy Merger On November 17, 2020, T3 Nevada's wholly owned subsidiary, Nexogy Acquisition, Inc., merged with and into Nexogy, Inc. ("Nexogy") resulting in Nexogy becoming a wholly owned subsidiary of T3 Nevada (the "Merger"). Nexogy is a leading provider in South Florida of Unified Communications as a Service and managed services, offering a portfolio of cloud-based solutions to the high-growth SMB market. The purchase price for Nexogy was $9 million in cash, plus an additional $452,000 in initial excess Net Working Capital, with $900,000 of the $9 million being placed in an indemnity escrow account and $50,000 of the $9 million being placed in a working capital escrow account. In addition, at the closing of the Merger, T3 Nevada paid a number of Nexogy's liabilities which were included in the $9 million purchase price. ActivePBX Asset Purchase On November 17, 2020, our indirect, wholly owned subsidiary, T3 Communications, Inc., a Florida corporation ("T3 Florida"), executed and closed on an Asset Purchase Agreement (the "Purchase Agreement") with ActiveServe, Inc., a Florida corporation ("Seller"). Pursuant to the Purchase Agreement, T3 Florida acquired the customer base, certain equipment, certain intellectual property, inventory, contract rights, software and other licenses and miscellaneous assets used in connection with the operation of Seller's telecommunications business known as ActivePBX (collectively, the "Purchased Assets"). The aggregate purchase price for the Purchased Assets was $2,555,000 in cash, subject to adjustment as provided therein (the "Purchase Price"). $1,190,000 of the Purchase Price was payable at closing, with $50,000 of such amount being withheld by T3 Florida for a period of 12 months to cover part of potential future indemnification obligations of Seller to T3 Florida due to Seller's breaches, if any, of any representations and warranties made to T3 Florida by Seller under the Purchase Agreement, and $40,000 of such amount being credited to T3 Florida against a payment in that amount made by T3 Florida to Seller pursuant to the Second Amendment to Letter of Intent between Seller and T3 Florida dated as of October 15, 2020. Part of the Purchase Price is payable in 8 equal quarterly payments of $136,250, subject to T3 Florida achieving quarterly post-purchase recurring revenues In connection with the Purchase Agreement, we entered into Consulting Agreements and a Non-Compete Agreement with each of Alex Gonzalez and Jose Gonzalez, the Chief Executive Officer and Chief Technology Officer of Seller. Credit Agreement and Notes On November 17, 2020, T3 Communications, Inc., a Nevada corporation ("T3 Nevada"), a majority owned subsidiary of Digerati Technologies, Inc. (the "Company") and the Company's other subsidiaries entered into a credit agreement (the "Credit Agreement") with Post Road Administrative LLC and its affiliate Post Road Special Opportunity Fund II LLP (collectively, "Post Road"). The Company is a party to certain sections of the Credit Agreement. Pursuant to the Credit Agreement, Post Road will provide T3 Nevada with a secured loan of up to $20,000,000 (the "Loan"), with initial loans of $10,500,000 pursuant to the issuance of a Term Loan A Note and $3,500,000 pursuant to the issuance of a Term Loan B Note, each funded on November 17, 2020, and an additional $6,000,000 on loans, in increments of $1,000,000 as requested by T3 Nevada before the 18 month anniversary of the initial funding date to be lent pursuant to the issuance of a Delayed Draw Term Note. The Term Loan A and Delayed Draw Term Notes have maturity dates of November 17, 2024 and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan A is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three. Term Loan B has a maturity date of December 31, 2021 and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan B is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three. Permitted use of proceeds for the initial $14,000,000 of the Loan included approximately $9.452 million for the purchase price for the merger of Nexogy with and into an indirect wholly owned subsidiary of the Company described above, $1.190 million for the purchase price and transaction fees of certain assets of ActiveServe, Inc. described above, $1.480 million for the payment in full of outstanding debts owed to three creditors, including the secured creditor Thermo Communication, Inc., $484,000 for general working capital purposes and to pay approximately $894,000 in transaction fees related to the Loan. Proceeds from additional portions of the Loan, if any, are to be used for permitted acquisitions and to fund growth capital expenditures. The Credit Agreement contains customary representations, warranties, and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the loan parties as well as financial performance. T3 Nevada's obligations under the Credit Agreement are secured by a first-priority security interest in all of the assets of T3 Nevada and guaranteed by the other subsidiaries of the Company pursuant to the Guaranty and Collateral Agreement, dated November 17, 2020, by and among T3 Nevada, the Company's other subsidiaries, and Post Road Administrative LLC (the "Guaranty and Collateral Agreement"). In addition, T3 Nevada's obligations under the Credit Agreement are, pursuant to a Pledge Agreement (the "Pledge Agreement"), secured by a pledge of a first priority security interest in T3 Nevada's 100% equity ownership of each of T3 Nevada's operating companies. Warrant In connection with the Credit Agreement, on November 17, 2020, the Company issued a Warrant to Post Road Special Opportunity Fund II LP (the "Warrant") to purchase, initially, twenty-five percent (25%) of the Company's total shares (the "Warrant"), calculated on a fully-diluted basis as of the date of issuance (the "Warrant Shares") and subject to a reduction to fifteen percent (15%) as described below. The number of Warrant Shares is adjustable to allow the holder to maintain, subject to certain share issuances that are exceptions, the right to purchase twenty-five percent (25%) of the Company's total shares, calculated on a fully-diluted basis. The Warrant has an exercise price of $0.01 per share and the Warrant expires on November 17, 2030. Seventy-five percent (75%) of the Warrant Shares are immediately fully vested and not subject to forfeiture at any time for any reason. The remaining twenty-five percent (25%) of the Warrant Shares are subject to forfeiture based on the Company achieving certain performance targets which, if achieved, would result in twenty percent (20%) warrant coverage. If the minority shareholders of T3 Nevada convert their T3 Nevada shares into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), the Warrant Shares percentage shall also be lowered such that when combined with the achievement of the performance targets, the warrant coverage could be reduced to fifteen percent (15%). In connection with the issuance of the Warrant, the three executives of the Company, Art Smith, Antonio Estrada, and Craig Clement entered into a Tag-Along Agreement (the "Tag-Along Agreement") whereby they agreed that the holder of the Warrant or Warrant Share will have the right to participate or "tag-along" in any agreements to sell any shares of their Common Stock that such executives enter into. The Company also agreed, in connection with the issuance of the Warrant and pursuant to a Board Observer Agreement (the "Board Observer Agreement"), to grant Post Road the right to appoint a representative to each of the boards of directors of the Company and each of its subsidiaries, to attend all board meeting in a non-voting observer capacity. Equity Issuance On November 17, 2020, the Company issued 3,730,000 options to purchase common shares to various employees with an exercise price of $0.042 per share and a term of 5 years. The options vest equally over a period of three years.

Basis of Presentation (Tables)

Basis of Presentation (Tables)	3 Months Ended
	Oct. 31, 2020
Accounting Policies [Abstract]
Summary of disaggregated revenue	For the Three Months ended October 31, 2020 2019 Cloud software and service revenue $ 1,549 $ 1,555 Product revenue 3 34 Total operating revenues $ 1,552 $ 1,589

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Oct. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of indefinite intangible assets	Gross Carrying Accumulated Net Carrying October 31, 2020 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (22,672 ) 17,328 Customer relationships, 7 years 1,480,000 (540,362 ) 939,638 Marketing & Non-compete, 5 years 800,000 (400,000 ) 400,000 Total Define-lived Assets 2,470,000 (1,113,034 ) 1,356,966 Goodwill, Indefinite 810,353 - 810,353 Balance, October 31, 2020 $ 3,280,353 $ (1,113,034 ) $ 2,167,319 Gross Carrying Accumulated Net Carrying July 31, 2020 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (20,672 ) 19,328 Customer relationships, 7 years 1,480,000 (487,505 ) 992,495 Marketing & Non-compete, 5 years 800,000 (360,000 ) 440,000 Total Define-lived Assets 2,470,000 (1,018,177 ) 1,451,823 Goodwill, Indefinite 810,353 - 810,353 Balance, July 31, 2020 $ 3,280,353 $ (1,018,177 ) $ 2,262,176

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Oct. 31, 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	Options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at July 31, 2020 5,000,000 $ 0.27 2.66 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding at October 31, 2020 5,000,000 $ 0.27 2.44 Exercisable at October 31, 2020 4,772,628 $ 0.26 2.41

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Oct. 31, 2020
Warrants [Abstract]
Schedule of warrants	Warrants Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at July 31, 2020 2,240,000 $ 0.33 1.61 Granted - - - Exercised - - - Forfeited and cancelled (105,000 ) $ 0.50 - Outstanding at October 31, 2020 2,135,000 $ 0.32 1.43 Exercisable at October 31, 2020 1,835,000 $ 0.21 1.31

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Oct. 31, 2020
Convertible Notes Payable [Abstract]
Schedule of convertible notes payable	October 31, July 31, 2020 2020 CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE In November 2019 and February 2020, the holder agreed to extend the maturity date of the notes until April 30, 2020. In June 2020, the note holder agreed to extend the maturity date until August 31, 2020, which was again extended until January 31, 2021. $ 32,000 $ 32,000 On July 27, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of March 27, 2021. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.05 (five) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in this Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.05 (five) cents or (b). 75% of the lowest traded price in the prior fifteen trading days immediately preceding the Notice of Conversion. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total amortization of debt discount during the period ended October 31, 2020 was $17,485. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $29,141 and $46,626, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $275,000. 275,000 275,000 On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, annual interest rate of 8% and a maturity date of October 13, 2021. After payment of transaction-related expenses and closing fees of $32,000, net proceeds to the Company from the Note totaled $298,000. The Company recorded $32,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 1,000,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $45,003 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $107,255 as debt discount for the intrinsic value of the conversion feature and it will be amortized to interest expense during the term of the promissory note. The proceeds from the note were utilized to cover the various deposits for the acquisition of Nexogy and ActivePBX. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company recorded amortization of debt discount of $15,355 during the period ended October 31, 2020. The total unamortized discount on the Note as of October 31, 2020 was $168,903. The total principal balance outstanding as of October 31, 2020 was $330,000. (See below for additional terms No.1) 330,000 - On October 15, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $27,500, annual interest rate of 8% and a maturity date of October 15, 2021. The note included $15,000 of a promissory note as of July 31, 2020, that subsequently was part of a larger financing with the lender. After payment of transaction-related expenses and closing fees of $2,500, net proceeds to the Company from the Note totaled $25,000. Additionally, the Company recorded $6,075 as a discount to the Note and amortized over the term of the note. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company recorded amortization of debt discount of $506during the period ended October 31, 2020. The total unamortized discount on the Note as of October 31, 2020 was $5,569. The total principal balance outstanding as of October 31, 2020 was $27,500. (See below for additional terms No.1) 27,500 - Total convertible notes payables non-derivative: 664,500 307,000 October 31, July 31, 2020 2020 CONVERTIBLE NOTES PAYABLE - DERIVATIVE On August 30, 2019, the Company entered into variable convertible note for $93,500, bearing interest at a rate of 10% per annum and a maturity date of May 30, 2020. On August 10, 2020, the noteholder agreed to extend the maturity date until October 31, 2020 and subsequentially extended until January 31, 2021. 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. During the quarter ended October 31, 2020, the Company issued 5,000,000 shares of common stock for the conversion of $80,000 of the principal balance outstanding. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020 was $0. The total principal balance outstanding as of October 31, 2020 and July 31, 2020, were $13,500 and $93,500, respectively. The Company amortized $0 and $93,500 of debt discount as interest expense during the periods ended October 31, 2020 and July 31, 2020, respectively. The notes are immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 13,500 93,500 On January 10, 2020, the Company entered into an Assignment Agreement whereby Armada Investment Fund LLC (the "Assignor") assigned to Platinum Point Capital LLC (the "Assignee") a principal amount of $145,297 and $35,750, representing the outstanding principal balance on the Convertible Promissory Notes dated July 11, 2019 and October 18, 2019, respectively, plus accrued interest of $28,953. The new notes are is in the aggregate principal amount of $210,000, annual interest rate of 3% and a maturity date of January 10, 2021. On January 22, 2020, the Company entered into an Assignment Agreement whereby BHP Capital NY Inc. (the "Assignor") assigned to Platinum Point Capital LLC (the "Assignee") a principal amount of $146,625, representing the outstanding principal balance on the Convertible Promissory Note dated July 11, 2019, plus accrued interest of $33,375. The new note is in the aggregate principal amount of $180,000, annual interest rate of 3% and a maturity date of January 22, 2021. On January 22, 2020, the Company entered into an Assignment Agreement whereby Jefferson Street Capital LLC (the "Assignor") assigned to Platinum Point Capital LLC (the "Assignee") a principal amount of $146,625, representing the outstanding principal balance on the Convertible Promissory Note dated July 11, 2019, plus accrued interest of $33,375. The new note is in the aggregate principal amount of $180,000, annual interest rate of 3% and a maturity date of January 22, 2021. 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. During the quarter ended October 31, 2020, the Company issued 5,000,000 shares of common stock for the conversion of $75,000 of the principal outstanding and $1,500 in accrued interest. In addition, during the quarter ended October 31, 2020, the Company paid $101,203 of the outstanding principal and $37,797 in accrued interest and fees. The total unamortized discount on the Notes as of October 31, 2020 and July 31, 2020, were $48,809 and $172,611, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020, were $163,797 and $340,000, respectively. The Company amortized $397,389 and $131,802 (See below variable conversion terms No.2) 163,797 340,000 On February 13, 2020, the Company entered into a variable convertible 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. 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. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $7,500 and $15,000, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $33,500. The Company amortized $7,500 and $18,500 of debt discount as interest expense during the quarter ended October 31, 2020 and the year ended July 31, 2020, respectively. The note is immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 33,500 33,500 On April 28, 2020, the Company entered into a variable convertible note. The note is in the principal amount of $15,000, annual interest rate of 10% and a maturity date of April 28, 2021. 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. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $7,500 and $11,250. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $15,000. The Company amortized $3,750 and $3,750 of debt discount as interest expense during the quarter ended October 31, 2020 and the year ended July 31, 2020, respectively. The note is immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 15,000 15,000 October 31, July 31, 2020 2020 On July 28, 2020, the Company entered into an Assignment Agreement whereby one of the variable noteholders assigned a principal amount of $35,750 and accrued interest and penalties of $17,081. The new variable convertible note is for $52,831, annual interest rate of 10% and a maturity date of July 28, 2021. The Company analyzed the assignment of the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. The total unamortized discount on the Note as of October 31, 2020 and July 31, 2020, were $36,886 and $49,180, respectively. The total principal balance outstanding as of October 31, 2020 and July 31, 2020 was $52,831. The note is immediately convertible into shares of the Company's Common Stock, at any time, at a conversion price for each share of Common Stock. (See below variable conversion terms No.2) 52,831 52,831 Total convertible notes payable - derivative: $ 278,628 $ 534,831 Total convertible notes payable derivative and non-derivative 943,128 841,831 Less: discount on convertible notes payable (296,309 ) (294,667 ) Total convertible notes payable, net of discount 646,819 547,164 Less: current portion of convertible notes payable (646,819 ) (547,164 ) Long-term portion of convertible notes payable $ - $ -
Schedule of fair value using significant unobservable inputs	Fair value measurements at reporting date using: Quoted prices in active markets for identical liabilities Significant other observable inputs Significant unobservable inputs Description Fair Value (Level 1) (Level 2) (Level 3) Convertible promissory notes derivative liability at July 31, 2020 $ 606,123 - - $ 606,123 Convertible promissory notes derivative liability at October 31, 2020 $ 223,437 - - $ 223,437
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% - 210.85% Risk-free interest rate 0.09% -2.67% Expected term 0.01 - 1.00 years
Schedule of changes in fair value of derivative financial instruments	Balance at July 31, 2020 $ 606,123 Derivative from new convertible promissory notes recorded as debt discount - Derivative liability resolved to additional paid in capital due to debt conversion (204,637 ) Derivative gain (178,049 ) Balance at October 31, 2020 $ 223,437

Leases (Tables)

Leases (Tables)	3 Months Ended
	Oct. 31, 2020
Leases [Abstract]
Schedule of recognition of ROU assets and lease liabilities for operating leases	ROU Asset July 31, 2020 $ 176,097 Amortization $ (37,569 ) ROU Asset October 31, 2020 $ 138,528 Lease Liability July 31, 2020 $ 176,097 Amortization $ (37,569 ) Lease Liability October 31, 2020 $ 138,528 Lease Liability Short term $ 74,260 Lease Liability Long term $ 64,268 Lease Liability Total: $ 138,528 Operating lease cost: $ 40,842 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 40,842 Weighted-average remain lease term-operating lease: 1.63 years Weighted-average discount rate 8.0 %
Schedule of future minimum lease payment	Lease Year Ending July 31, Payments 2021 (9 Months remaining) 67,567 2022 57,057 2023 25,440 Total: 150,064

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2020	Oct. 31, 2019
Disaggregation of Revenue [Abstract]
Cloud software and service revenue	$ 1,549	$ 1,555
Product revenue	3	34
Total operating revenues	$ 1,552	$ 1,589

Basis of Presentation (Details

Basis of Presentation (Details Textual) - USD ($)	3 Months Ended
	Oct. 31, 2020	Oct. 31, 2019	Jul. 31, 2020
Basis of Presentation (Textual)
Multiple extension fees	$ 240,000
Financing costs	$ 325,000
Treasury shares, description	As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 15,000,000 treasury shares for consideration for future conversions and exercise of warrants.
Contract assets	$ 6,810		$ 5,980
Deferred income	6,800		148,000
Customer deposits balance	131,000		$ 131,000
Sales commissions	18,190	$ 16,253
Net loss attributable to the noncontrolling interest	$ (35,000)	$ (13,000)

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended
	Oct. 31, 2020	Nov. 17, 2020	Jul. 31, 2020
Going Concern (Textual)
Accumulated deficit	$ (89,418,000)		$ (88,697,000)
Working capital deficit	5,312,000
Payment of credit facility	14,000,000
Purchase price	9,452,000
Transaction fees	1,190,000
Payment of outstanding debts	1,480,000
Additional loans increments	1,000,000
Subsequent Event [Member]
Going Concern (Textual)
Loan amount		$ 20,000,000
Subsequent Event [Member] | Term Loan A Note [Member]
Going Concern (Textual)
Loan amount		10,500,000
Subsequent Event [Member] | Term Loan B Note [Member]
Going Concern (Textual)
Loan amount		$ 3,500,000
Thermo Communication, Inc. [Member]
Going Concern (Textual)
Working capital deficit	484,000
Transaction fees	$ 894,000

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	Oct. 31, 2020	Jul. 31, 2020
Gross Carrying Value	$ 2,470,000	$ 2,470,000
Accumulated Amortization	(1,113,034)	(1,018,177)
Net Carrying Amount	1,356,966	1,451,823
Goodwill, Indefinite, Gross Carrying Value	810,353	810,353
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	(1,113,034)	(1,018,177)
Balance, Net Carrying Amount	2,167,319	2,262,176
NetSapiens - license, 10 years [Member]
Gross Carrying Value	150,000	150,000
Accumulated Amortization	(150,000)	(150,000)
Net Carrying Amount
Customer relationships, 5 years [Member]
Gross Carrying Value	40,000	40,000
Accumulated Amortization	(22,672)	(20,672)
Net Carrying Amount	17,328	19,328
Customer relationships, 7 years [Member]
Gross Carrying Value	1,480,000	1,480,000
Accumulated Amortization	(540,362)	(487,505)
Net Carrying Amount	939,638	992,495
Marketing & Non-compete, 5 years [Member]
Gross Carrying Value	800,000	800,000
Accumulated Amortization	(400,000)	(360,000)
Net Carrying Amount	$ 400,000	$ 440,000

Intangible Assets (Details Text

Intangible Assets (Details Textual) - USD ($)	3 Months Ended
	Oct. 31, 2020	Oct. 31, 2019
Intangible Assets (Textual)
Total amortization expense	$ 94,857	$ 94,857

Stock-Based Compensation (Detai

Stock-Based Compensation (Details)	3 Months Ended
	Oct. 31, 2020
Share-based Payment Arrangement [Abstract]
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]	3 Months Ended
	Oct. 31, 2020$ / sharesshares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options, Outstanding Beginning Balance | shares	5,000,000
Options, Granted | shares
Options, Exercised | shares
Options, Forfeited and cancelled | shares
Options, Outstanding Ending Balance | shares	5,000,000
Options, Exercisable | shares	4,772,628
Options, Weighted average exercise price, Outstanding Beginning Balance | $ / shares	$ 0.27
Options, Weighted average exercise price, Granted | $ / shares
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
Options, Weighted average remaining contractual term (years), Outstanding Beginning Balance	2 years 7 months 28 days
Options, Weighted average remaining contractual term (years), Outstanding Ending Balance	2 years 5 months 9 days
Options, Weighted average remaining contractual term (years), Exercisable	2 years 4 months 28 days

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 30, 2015	Oct. 31, 2020	Oct. 31, 2019	Jul. 31, 2020
Stock-Based Compensation (Textual)
Recognized stock-based compensation expense		$ 20,227	$ 141,647
Unamortized compensation cost		42,976	299,118
Aggregate intrinsic value of stock options outstanding		4,772,628	4,717,699
Aggregate intrinsic value stock options exercisable		$ 0	$ 0
Employee Stock Option [Member]
Stock-Based Compensation (Textual)
Stock options authorizes to grant	7,500,000
Stock options outstanding		5,000,000		5,000,000
Stock options exercisable
Management for Services [Member]
Stock-Based Compensation (Textual)
Common shares issued		250,000	3,972,055
Recognized stock-based compensation expense		$ 17,500	$ 278,044
Executive Officer [Member]
Stock-Based Compensation (Textual)
Common shares issued			1,317,365
Fair market value			$ 92,216
Various Employees [Member]
Stock-Based Compensation (Textual)
Common shares issued		7,608,820
Recognized stock-based compensation expense		$ 247,287
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 5,000,000 stock options outstanding at October 31, 2020 and July 31, 2020 was $0 and $0, respectively.
Board of Directors [Member]
Stock-Based Compensation (Textual)
Options to purchase common shares			60,000
Exercise price			$ 0.12
Term			5 years
Vesting period			The options vest equally over a period of three years.
Fair market value			$ 7,158

Warrants (Details)

Warrants (Details)	3 Months Ended
	Oct. 31, 2020$ / sharesshares
Warrants and Rights Note Disclosure [Abstract]
Warrants, Outstanding | shares	2,240,000
Warrants, Granted | shares
Warrants, Exercised | shares
Warrants, Forfeited and cancelled | shares	(105,000)
Warrants, Outstanding | shares	2,135,000
Warrants, Exercisable | shares	1,835,000
Weighted average exercise price, Outstanding | $ / shares	$ 0.33
Weighted average exercise price, Granted | $ / shares
Weighted average exercise price, Exercised | $ / shares
Weighted average exercise price, Forfeited and cancelled | $ / shares	0.50
Weighted average exercise price, Outstanding | $ / shares	0.32
Weighted average exercise price, Exercisable | $ / shares	$ 0.21
Weighted average remaining contractual term (years), Outstanding	1 year 7 months 10 days
Weighted average remaining contractual term (years), Granted
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 5 months 5 days
Weighted average remaining contractual term (years), Exercisable	1 year 3 months 22 days

Warrants (Details Textual)

Warrants (Details Textual) - USD ($)	1 Months Ended
	Dec. 31, 2017	Oct. 31, 2020	Jul. 31, 2020
Warrants (Textual)
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. 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. The 300,000 commitment warrants have not been issued since the requirements were not achieved during the three months ending October 31, 2020.
Aggregate intrinsic value		$ 1,835,000	$ 1,940,000
Warrants exercisable		$ 11,858	$ 6,160
Warrant [Member]
Warrants (Textual)
Warrants exercise price		$ 0.50
Warrants outstanding		11,858	1,940,000
Warrants expired		105,000
Aggregate intrinsic value		$ 2,135,000	$ 2,240,000

Notes Payable Non-Convertible (

Notes Payable Non-Convertible (Details) - USD ($)

Oct. 14, 2020

Apr. 10, 2020

Jun. 14, 2019

Oct. 22, 2018

Aug. 02, 2020

Feb. 26, 2020

Feb. 15, 2020

Apr. 30, 2018

Oct. 31, 2020

Oct. 31, 2019

Nov. 17, 2020

Jul. 31, 2020

May 04, 2020

Apr. 22, 2020

Notes Payable Non-Convertible (Textual)

Principal payment

$ 14,993

Principal amount outstanding

30,000

$ 30,000

Discount on promissory note

194,000

$ 324,000

Credit facility

14,000,000

Subsequent Event [Member]

Notes Payable Non-Convertible (Textual)

Principal amount outstanding

$ 30,000

Accrued interest

2,604

Non-convertible debt [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 50,000

Annual interest rate

8.00%

Maturity date

Dec. 31, 2018

Oct. 31, 2020

Principal amount outstanding

$ 7,500

7,500

Debt instrument, description of variable rate basis

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 and $11,933, respectively. 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.

Non-convertible debt [Member] | Secured promissory note [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 30,000

Annual interest rate

12.00%

Maturity date

May 1, 2020

Principal amount outstanding

$ 50,000

50,000

Non-convertible debt [Member] | Unsecured Promissory Notes One [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 62,500

Principal amount outstanding

62,500

Non-convertible debt [Member] | Unsecured Promissory Notes Two [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 86,000

Principal amount outstanding

86,000

Non-convertible debt [Member] | Unsecured Promissory Notes Three [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

213,100

213,100

$ 213,100

T3 Communications, Inc. [Member] | Non-convertible debt [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 650,000

Annual interest rate

0.00%

Maturity date

Oct. 31, 2020

Principal amount outstanding

700,000

700,000

Late fee

$ 3,250

T3 Communications, Inc. [Member] | Non-convertible debt [Member] | Secured promissory note [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 600,000

$ 500,000

Annual interest rate

5.75%

5.75%

Maturity date

Apr. 10, 2022

Principal amount outstanding

$ 600,000

$ 600,000

Debt instrument, description of variable rate basis

The outstanding principal balance was $600,000. In anticipation of the payment in full of the credit facility, the Lender agreed to waive 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.

Credit facility

$ 600,000

T3 Communications, Inc. [Member] | Non-convertible debt [Member] | Subsequent Event [Member]

Notes Payable Non-Convertible (Textual)

Principal amount outstanding

700,000

T3 Communications, Inc. [Member] | Non-convertible debt [Member] | Subsequent Event [Member] | Secured promissory note [Member]

Notes Payable Non-Convertible (Textual)

Principal amount outstanding

600,000

Accrued interest and fees

$ 11,115

Stock Purchase Agreement [Member] | Non-convertible debt [Member]

Notes Payable Non-Convertible (Textual)

Promissory note

$ 17,500

Annual interest rate

8.00%

Maturity date

Sep. 14, 2019

Jul. 31, 2020

Jan. 31, 2021

Acquire minority interest percentage

12.00%

Related Party Promisory Notes (

Related Party Promisory Notes (Details) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 27, 2020	May 01, 2018	Oct. 31, 2020	Jul. 31, 2020	Nov. 17, 2020
Related Party Promisory Notes (Textual)
Promissory note			$ 14,993
Principal outstanding			30,000	$ 30,000
Debt conversion, description	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. During the three months ended October 31, 2020 and October 31, 2019, the Company provided VoIP Hosted and fiber services of $39,769 and $38,825, respectively. The proceeds from this note were used to extend the closing date of the Nexogy acquisition, the funds are an advance to the purchase price for the benefit of Nexogy owners, the funds were credited towards the purchase price at Closing of the Acquisition. The Company included the prepaid amounts in other current assets as of October 31, 2020. On August 3, 2020, the promissory note was paid in full. The total principal outstanding as of October 31, 2020 and July 31, 2020 were $0 and $16,298, respectively.
Unsecured promissory note	$ 70,000
Accrued interest					$ 6,359
Total principal outstanding					$ 137,641
T3 Communications, Inc [Member]
Related Party Promisory Notes (Textual)
Promissory note		$ 275,000
Interest rate		8.08%
Interest and principal payment		$ 6,000
Debt instrument, description of variable rate basis		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.
Warrants terms		3 years
Exercise price		$ 0.50
Interest expense			6,300	10,386
Fair market value of warrants		$ 26,543
Purchase of warrants		100,000
Black-Scholes valuation [Member]
Related Party Promisory Notes (Textual)
Unamortized discount			0	6,300
Principal outstanding			$ 137,641	$ 152,634

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Oct. 31, 2020	Jul. 31, 2020
Total convertible notes payables non-derivative:	$ 664,500	$ 307,000
Total convertible notes payable - derivative:	278,628	534,831
Total convertible notes payable derivative and non-derivative	943,128	841,831
Less: discount on convertible notes payable	(296,309)	(294,667)
Total convertible notes payable, net of discount	646,819	547,164
Less: current portion of convertible notes payable	(646,819)	(547,164)
Long-term portion of convertible notes payable
Convertible Notes Payable [Member]
Total convertible notes payables non-derivative:	32,000	32,000
Convertible Notes Payable One [Member]
Total convertible notes payables non-derivative:	275,000	275,000
Convertible Notes Payable Two [Member]
Total convertible notes payables non-derivative:	330,000
Convertible Notes Payable Three [Member]
Total convertible notes payables non-derivative:	27,500
Convertible Notes Payable Four [Member]
Total convertible notes payable - derivative:	13,500	93,500
Convertible Notes Payable Five [Member]
Total convertible notes payable - derivative:	163,797	340,000
Convertible Notes Payable Six [Member]
Total convertible notes payable - derivative:	33,500	33,500
Convertible Notes Payable Seven [Member]
Total convertible notes payable - derivative:	15,000	15,000
Convertible Notes Payable Eight [Member]
Total convertible notes payable - derivative:	$ 52,831	$ 52,831

Convertible Notes Payable (De_2

Convertible Notes Payable (Details 1) - USD ($)	Oct. 31, 2020	Jul. 31, 2020
Convertible promissory notes derivative liability	$ 223,437	$ 606,123
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	$ 223,437	$ 606,123

Convertible Notes Payable (De_3

Convertible Notes Payable (Details 2)	3 Months Ended
	Oct. 31, 2020
Expected dividend yield	0.00%
Minimum [Member]
Expected stock price volatility	83.28%
Risk-free interest rate	0.09%
Expected term	4 days
Maximum [Member]
Expected stock price volatility	210.85%
Risk-free interest rate	2.67%
Expected term	1 year

Convertible Notes Payable (De_4

Convertible Notes Payable (Details 3)	3 Months Ended
	Oct. 31, 2020USD ($)
Beginning Balance	$ 606,123
Ending Balance	223,437
Level 3 inputs [Member]
Beginning Balance	606,123
Derivative from new convertible promissory notes recorded as debt discount
Derivative liability resolved to additional paid in capital due to debt conversion	(204,637)
Derivative gain	(178,049)
Ending Balance	$ 223,437

Convertible Notes Payable (De_5

Convertible Notes Payable (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Oct. 31, 2020	Jul. 31, 2020
Convertible Notes Payable (Textual)
Variable conversion price, 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 Notes.at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.
Unamortized discount	$ 296,309	$ 294,667
Principal balance outstanding	943,128	841,831
Amortized of debt discount as interest expense	188,692	1,228,000
Derivative liabilities	$ 223,437	$ 606,123
Additional conversion price, description	(1) $0.05 (five) cents provided however that in the event the Borrower fails to complete the acquisition of Nexogy, Inc. by February 11, 2021, the Conversion Price shall equal (2) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean eighty-five percent (85%) multiplied by the Market Price (as defined herein) (representing a discount rate of fifteen percent (15%)). "Market Price" means the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

Convertible Notes Payable (De_6

Convertible Notes Payable (Details Textual 1) - USD ($)	Oct. 15, 2020	Oct. 13, 2020	Aug. 10, 2020	Feb. 13, 2020	Jan. 10, 2020	Jul. 28, 2020	Jul. 27, 2020	Apr. 28, 2020	Feb. 27, 2020	Jan. 22, 2020	Aug. 30, 2019	Oct. 31, 2020	Jul. 31, 2020	Oct. 18, 2019	Jul. 11, 2019
Debt conversion, description									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. During the three months ended October 31, 2020 and October 31, 2019, the Company provided VoIP Hosted and fiber services of $39,769 and $38,825, respectively. The proceeds from this note were used to extend the closing date of the Nexogy acquisition, the funds are an advance to the purchase price for the benefit of Nexogy owners, the funds were credited towards the purchase price at Closing of the Acquisition. The Company included the prepaid amounts in other current assets as of October 31, 2020. On August 3, 2020, the promissory note was paid in full. The total principal outstanding as of October 31, 2020 and July 31, 2020 were $0 and $16,298, respectively.
Derivative liabilities												$ 223,437	$ 606,123
Convertible Notes Payable Seven [Member]
Unamortized discount												36,886	49,180
Total principal balance outstanding												52,831	52,831
Convertible Notes payable [Member]
Convertible notes payable issued	$ 27,500	$ 330,000				$ 52,831	$ 275,000				$ 93,500
Principal amount				$ 33,500	$ 210,000	$ 35,750		$ 15,000		$ 180,000				$ 35,750	$ 145,297
Interest rate	8.00%	8.00%		10.00%	3.00%	10.00%	8.00%	10.00%		3.00%	10.00%
Maturity date	Oct. 15, 2021	Oct. 13, 2021		Feb. 13, 2021	Jan. 10, 2021	Jul. 28, 2021	Mar. 27, 2021	Apr. 28, 2021		Jan. 22, 2021	May 30, 2020
Payment of transaction related expenses and closing fees	$ 2,500	$ 32,000
Discount Note and amortized over the term value	6,075	$ 107,255
Unamortized discount												29,141	46,626
Issuance of common stock		1,000,000
Amortized debt discount		$ 32,000										17,485
Debt conversion, description			The noteholder agreed to extend the maturity date until October 31, 2020 and subsequentially extended until January 31, 2021.				Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.05 (five) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in this Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.05 (five) cents or (b). 75% of the lowest traded price in the prior fifteen trading days immediately preceding the Notice of Conversion.
Principal balance outstanding												75,000
Total principal balance outstanding												$ 275,000	275,000
Net proceeds	$ 25,000	$ 298,000
Common stock for conversion												5,000,000
Accrued interest					$ 28,953							$ 1,500
Paid of outstanding principal amount												101,203
Accrued interest and fees						$ 17,081						37,797
Convertible Notes payable [Member] | Jefferson Street Capital LLC [Member]
Principal amount										$ 146,625
Accrued interest															33,375
Convertible Notes payable [Member] | BHP Capital NY Inc [Member]
Principal amount										146,625
Accrued interest															$ 33,375
Convertible Notes Payable Six [Member]
Unamortized discount												7,500	11,250
Amortized debt discount												3,750	3,750
Total principal balance outstanding												15,000	15,000
Convertible Notes Payable Five [Member]
Unamortized discount												7,500	15,000
Amortized debt discount												7,500	18,500
Total principal balance outstanding												33,500	33,500
Convertible Promissory Notes Four[Member]
Unamortized discount												48,809	172,611
Amortized debt discount												131,802	397,389
Total principal balance outstanding												163,797	340,000
Convertible Notes payable One [Member]
Principal amount										$ 180,000
Interest rate										3.00%
Maturity date										Jan. 22, 2021
Unamortized discount												168,903
Amortized debt discount												15,355
Convertible Notes payable Three [Member]
Unamortized discount												0	0
Amortized debt discount												0	93,500
Principal balance outstanding												80,000
Total principal balance outstanding												$ 13,500	93,500
Common stock for conversion												5,000,000
Convertible Notes payable Two [Member]
Promissory note amount													$ 15,000
Unamortized discount												$ 5,569
Amortized debt discount												506
Total principal balance outstanding												$ 27,500

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended
	Oct. 31, 2020	Oct. 31, 2020
Amortization	$ (37,569)
Leases Topic 842 [Member]
ROU Asset	176,097
Amortization	(37,569)
ROU Asset	138,528
Lease Liability	176,097
Amortization	(37,569)
Lease Liability	138,528
Lease Liability Short term		$ 74,260
Lease Liability Long term		64,268
Lease Liability, Total	138,528	$ 138,528
Operating lease cost:	40,842
Cash paid for amounts included in the measurement of lease labilities
Operating cashflow from operating leases:	$ 40,842
Weighted-average remain lease term-operating lease:	1 year 7 months 17 days
Weighted-average discount rate	8.00%

Leases (Details 1)

Leases (Details 1)	Oct. 31, 2020USD ($)
Lease Payments
2021 (9 Months remaining)	$ 67,567
2022	57,057
2023	25,440
Total:	$ 150,064

Leases (Details Textual)

Leases (Details Textual)	3 Months Ended
	Oct. 31, 2020USD ($)
Leases [Abstract]
Amortization of assets	$ 37,569
Amortization of liabilities	$ 37,569
Lease rates, percentage	8.00%
Lease, description	The initial term will of 5 years, at an annual base rent of $57,000. The Company will have the option to renew the lease for an additional 5 years. The Company is working with the landlord on the final buildout of the office space. From October 1, 2020 through December 31, 2020, the Company entered into a Sublease Agreement with the current tenant, for a monthly rate of $4,791.

Preferred Stock (Details)

Preferred Stock (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2020	Oct. 31, 2020	Jul. 31, 2020	Mar. 31, 2019
Preferred Stock (Textual)
Preferred stock, shares authorized		50,000,000	50,000,000
Series A Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized		1,500,000	1,500,000	1,500,000
Preferred stock par value				$ 0.001
Preferred stock, shares issued		225,000	225,000
Preferred stock, shares outstanding		225,000	225,000
Stated value				$ 1
Annual rate				8.00%
Outstanding shares		225,000
Dividend		$ 5,000
Accumulated dividends		$ 25,000
Optional conversion preferred stock, description	The number of shares of Common Stock into which each share of Series A Preferred Stock may be converted shall be determined by dividing the Original Issue Price of each share of Series A Preferred Stock, plus accrued and unpaid dividends through the Conversion Date, to be converted by the Conversion Price (as defined below) in effect at the time of conversion. The "Conversion Price" at which shares of Common Stock shall be issuable upon conversion of any shares of Series A Preferred Stock shall initially be the greater of (i) $0.40 per share, (ii) a 30% discount to the offering price of the Common Stock (or Common Stock equivalent) in a $10 million or greater equity financing that closes concurrently with an up-listing of the Company Common Stock on the NYSE American or Nasdaq, in the event of such up-listing, and (iii) a 30% discount to the average closing price per share of the Common Stock for the 5 consecutive trading days commencing upon the date the Common Stock is up-listed on either the NYSE American or Nasdaq in which there is no concurrent $10 million equity financing, in the event of such up-listing, subject to adjustment as provided below.
Mandatory conversion preferred stock, description	Each share of Series A Preferred Stock shall automatically convert into shares of Common Stock, as described in paragraph 2a, at the then applicable Conversion Price, upon the earlier of (i) the closing of a public or private offering (or series of offerings within a 90-day period) of Corporation equity or equity equivalent securities placed by a registered broker-dealer resulting in minimum gross proceeds to the Corporation of $10 million, (ii) commencing on April 30, 2020, if the Common Stock shall close (or the last trade shall be) at or above 150% of the Conversion Price per share for 20 out of 30 consecutive trading days, and (iii) the uplisting of the Corporation's Common Stock to a national securities exchange or the Nasdaq stock market ((i), (ii) and (iii) are collectively referred to as "Mandatory Conversion Event"). The Corporation will provide notice to holder within 20 days of the occurrence of a Mandatory Conversion Event (failure of the Corporation to timely give such notice does not void the mandatory conversion). Holder shall surrender to the Corporation, within 10 days of receiving such notice, the certificate(s) representing the shares of Series A Preferred Stock to be converted into Common Stock. In the event holder does not surrender such certificate(s) within 10 days of receiving such notice, the Corporation shall deem such certificate(s) cancelled and void. As soon as practicable, after the certificate(s) are either surrendered by the holder or cancelled by the Corporation, as the case may be, the Corporation will issue and deliver to holder a new certificate for the number of full shares of Common Stock issuable upon such mandatory conversion in accordance with the provisions hereof and cash as provided in paragraph 2(c) in respect of any fraction of a share of Common Stock otherwise issuable upon such mandatory conversion, unless fractional shares are rounded up to the next whole share. Holder will be deemed a Common Stockholder of record as of the date of the occurrence of a Mandatory Conversion Event.
Series B Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value	$ 0.001
Preferred stock, shares issued	424,165	407,477	0
Preferred stock, shares outstanding		407,477	0
Stated value	$ 1
Mandatory conversion preferred stock, description	(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".
Redemption of preferred stock, 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.
Settlement of debt	$ 386,000
Accrued interest	$ 38,165
Series C Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock par value			$ 0.001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Stated value			$ 10
Redemption of preferred stock, description			At any time on or after the second anniversary of the date of issuance of shares of Series C 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 C 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.
Series preferred stock, description			The series of preferred stock shall be designated as its Series C Convertible Preferred Stock (the "Series C Preferred Stock") and the number of shares so designated shall be up to one million (1,000,000) (which shall not be subject to increase without the written consent of the holders of a majority of the outstanding Series C Preferred Stock (each, a "Holder" and collectively, the "Holders"). Series C Preferred Stock shall only be issuable to the Company's officers and directors as of July 1, 2020 who may from time-to-time purchase shares of Series C Preferred Stock at the Stated Value by converting all or part of the compensation owed to them by the Corporation. Each share of Series C Preferred Stock shall have a par value of $0.001 per share and a stated value equal to Ten Dollars ($10.00) (the "Stated Value").
Description of voting rights			Upon (i) an up-listing of the Corporation's Common Stock to Nasdaq or a US national securities exchange, (ii) a financing or offering involving the sale of $5,000,000 or more of the Corporation's Common Stock or Common Stock Equivalents (a "Material Financing"), (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 Nevada 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 issued shares of Series C 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 22% 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".
Series F Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized		100	100
Preferred stock par value			$ 0.001
Preferred stock, shares issued		100	0
Preferred stock, shares outstanding		100	0
Stated value			$ 0.01
Series preferred stock, description			The series of preferred stock shall be designated as its Series F Preferred Stock (the "Series F Preferred Stock") and the number of shares so designated shall be up to one hundred (100) (which shall not be subject to increase without the written consent of the holders of a majority of the outstanding Series F Preferred Stock (each, a "Holder" and collectively, the "Holders"). Series F Preferred Stock shall only be issuable to members of the Corporation's Board of Directors, as joint tenants, who may purchase shares of Series F Preferred Stock at the Stated Value per share. Each share of Series F Preferred Stock shall have a par value of $0.001 per share and a stated value equal to one cent ($0.01) (the "Stated Value").
Common stock diluted basis			1,000,000

Equity (Details)

Equity (Details) - Common Stock [Member]	Aug. 02, 2020USD ($)shares
Equity (Textual)
Aggregate shares of common stock | shares	2,000,000
Professional services | $	$ 58,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Nov. 17, 2020$ / sharesshares
Subsequent Events (Textual)
Shares issued to employees	3,730,000
Exercise price | $ / shares	$ 0.042
Options term and vest, description	Term of 5 years. The options vest equally over a period of three years.
Warrant [Member]
Subsequent Events (Textual)
Warrants, description	The number of Warrant Shares is adjustable to allow the holder to maintain, subject to certain share issuances that are exceptions, the right to purchase twenty-five percent (25%) of the Company's total shares, calculated on a fully-diluted basis. The Warrant has an exercise price of $0.01 per share and the Warrant expires on November 17, 2030. Seventy-five percent (75%) of the Warrant Shares are immediately fully vested and not subject to forfeiture at any time for any reason. The remaining twenty-five percent (25%) of the Warrant Shares are subject to forfeiture based on the Company achieving certain performance targets which, if achieved, would result in twenty percent (20%) warrant coverage. If the minority shareholders of T3 Nevada convert their T3 Nevada shares into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), the Warrant Shares percentage shall also be lowered such that when combined with the achievement of the performance targets, the warrant coverage could be reduced to fifteen percent (15%).
Warrants reduction, description	Twenty-five percent (25%) of the Company's total shares (the "Warrant"), calculated on a fully-diluted basis as of the date of issuance (the "Warrant Shares") and subject to a reduction to fifteen percent (15%) as described below.
Credit Agreement and Notes [Member]
Subsequent Events (Textual)
Loan, description	Secured loan of up to $20,000,000 (the "Loan"), with initial loans of $10,500,000 pursuant to the issuance of a Term Loan A Note and $3,500,000 pursuant to the issuance of a Term Loan B Note, each funded on November 17, 2020, and an additional $6,000,000 on loans, in increments of $1,000,000 as requested by T3 Nevada before the 18 month anniversary of the initial funding date to be lent pursuant to the issuance of a Delayed Draw Term Note.
Proceeds from loan, description	Use of proceeds for the initial $14,000,000 of the Loan included approximately $9.452 million for the purchase price for the merger of Nexogy with and into an indirect wholly owned subsidiary of the Company described above, $1.190 million for the purchase price and transaction fees of certain assets of ActiveServe, Inc. described above, $1.480 million for the payment in full of outstanding debts owed to three creditors, including the secured creditor Thermo Communication, Inc., $484,000 for general working capital purposes and to pay approximately $894,000 in transaction fees related to the Loan.
Equity ownership percentage	100.00%
Credit Agreement and Notes [Member] | Term Loan A [Member]
Subsequent Events (Textual)
Interest rate, description	Maturity dates of November 17, 2024 and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan A is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three.
Credit Agreement and Notes [Member] | Term Loan B [Member]
Subsequent Events (Textual)
Interest rate, description	Maturity date of December 31, 2021 and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan B is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three.
Nexogy Merger [Member]
Subsequent Events (Textual)
Purchase price, description	Nexogy was $9 million in cash, plus an additional $452,000 in initial excess Net Working Capital, with $900,000 of the $9 million being placed in an indemnity escrow account and $50,000 of the $9 million being placed in a working capital escrow account. In addition, at the closing of the Merger, T3 Nevada paid a number of Nexogy's liabilities which were included in the $9 million purchase price.
ActivePBX Asset Purchase [Member]
Subsequent Events (Textual)
Purchase price, description	Aggregate purchase price for the Purchased Assets was $2,555,000 in cash, subject to adjustment as provided therein (the "Purchase Price"). $1,190,000 of the Purchase Price was payable at closing, with $50,000 of such amount being  withheld by T3 Florida for a period of 12 months to cover part of  potential future  indemnification obligations of Seller to T3 Florida  due to Seller's breaches, if any, of any representations and warranties made to T3 Florida by  Seller under the Purchase Agreement, and  $40,000 of such amount being credited to T3 Florida against a payment in that amount made by T3 Florida to Seller pursuant to the Second Amendment to Letter of Intent between Seller and T3 Florida dated as of October 15, 2020.
Purchase price payment, description	Purchase Price is payable in 8 equal quarterly payments of $136,250, subject to T3 Florida achieving quarterly post-purchase recurring revenues under monthly contracts or subscriptions from the acquired customer base, excluding charges for taxes, regulatory fees, additional set-up fees, equipment purchases or lease, and consulting fees. To the extent that a quarterly revenue threshold is not reached, the amount of the corresponding quarterly payment shall be reduced on a proportional basis. T3 Florida's $1,190,000 payment obligation is represented by a promissory note of T3 Florida in the form included as an exhibit to the Purchase Agreement. The note, in turn, is subject to the Subordination Agreement, included as an Exhibit to the Purchase Agreement, among Seller, the Company's parent, T3 Nevada, and Post Road Administrative, LLC, in its capacity as administrative agent for the Post Road lenders. $275,000 of the Purchase Price (the "Customer Renewal Value") represents an incentive earn-out to be paid with respect to Seller's customer accounts which are transferred to T3 Florida at closing, that are renewed, expanded and/or revised with T3 Florida for a minimum term of twelve months with an auto-renewal for 12 months.
Arthur L. Smith [Member] | Series F Preferred Stock [Member]
Subsequent Events (Textual)
Issued shares	34
Antonio Estrada [Member] | Series F Preferred Stock [Member]
Subsequent Events (Textual)
Issued shares	33
Craig Clement [Member] | Series F Preferred Stock [Member]
Subsequent Events (Textual)
Issued shares	33