Digerati (DTGI) 10-Q 17 Mar 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jan. 31, 2022	Mar. 17, 2022
Document Information Line Items
Entity Registrant Name	Digerati Technologies, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--07-31
Entity Common Stock, Shares Outstanding		139,988,039
Amendment Flag	false
Entity Central Index Key	0001014052
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jan. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-15687
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	74-2849995
Entity Address, Address Line One	825 W. Bitters
Entity Address, Address Line Two	Suite 104
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78216
City Area Code	(210)
Local Phone Number	614-7240
Entity Interactive Data Current	Yes

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jan. 31, 2022	Jul. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 2,844	$ 1,489
Accounts receivable, net	616	617
Prepaid and other current assets	226	232
Total current assets	3,686	2,338
LONG-TERM ASSETS:
Intangible assets, net	11,836	8,527
Goodwill	5,273	3,931
Property and equipment, net	503	529
Other assets	80	76
Investment in Itellum	185	185
Right-of-use asset	887	934
Total assets	22,450	16,520
CURRENT LIABILITIES:
Accounts payable	2,291	1,653
Accrued liabilities	2,892	2,570
Equipment financing	19	37
Convertible note payable, current, net $180 and $340, respectively	2,008	1,049
Note payable, current, related party, net $0 and $0, respectively	1,186	998
Note payable, current, net $0 and $714, respectively	50	2,963
Acquisition payable	1,000
Deferred income	3	20
Derivative liability	15,824	16,773
Operating lease liability, current	515	503
Total current liabilities	25,788	26,566
LONG-TERM LIABILITIES:
Notes payable, related party, net $0 and $0, respectively	200	136
Note payable, net $0 and $4,641, respectively	22,247	6,241
Operating lease liability	372	431
Total long-term liabilities	22,819	6,808
Total liabilities	48,607	33,374
Commitments and contingencies
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.001, 50,000,000 shares authorized Convertible Series A Preferred stock, $0.001, 1,500,000 shares designated, 225,000 and 225,000 issued and outstanding, respectively
Convertible Series B Preferred stock, $0.001, 1,000,000 shares designated, 425,442 and 425,442 issued and outstanding, respectively
Convertible Series C Preferred stock, $0.001, 1,000,000 shares designated, 55,400 and 55,400 issued and outstanding, respectively
Series F Super Voting Preferred stock, $0.001, 100 shares designated, 100 and 100 issued and outstanding, respectively
Common stock, $0.001, 500,000,000 shares authorized, 139,738,039 and 138,538,039 issued and outstanding, respectively (25,000,000 reserved in Treasury)	139	139
Additional paid in capital	89,175	89,100
Accumulated deficit	(113,998)	(105,380)
Other comprehensive income	1	1
Total Digerati’s stockholders’ deficit	(24,683)	(16,140)
Noncontrolling interest	(1,474)	(714)
Total stockholders’ deficit	(26,157)	(16,854)
Total liabilities and stockholders’ deficit	$ 22,450	$ 16,520

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jan. 31, 2022	Jul. 31, 2021
Convertible note payable, current, net (in Dollars)	$ 180	$ 340
Note payable, current, related party, net (in Dollars)	0	0
Note payable, current, net (in Dollars)	0	714
Notes payable, related party, net (in Dollars)	0	0
Note payable, net (in Dollars)	$ 0	$ 4,641
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	139,738,039	138,538,039
Common stock, shares outstanding	139,738,039	138,538,039
Treasury Stock Shares	25,000,000
Convertible Series A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares designated	1,500,000	1,500,000
Preferred stock, shares issued	225,000	225,000
Preferred stock, shares outstanding	225,000	225,000
Convertible Series B Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	425,442	425,442
Preferred stock, shares outstanding	425,442	425,442
Convertible Series C Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	55,400	55,400
Preferred stock, shares outstanding	55,400	55,400
Series F Super Voting Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares designated	100	100
Preferred stock, shares issued	100	100
Preferred stock, shares outstanding	100	100

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2022	Jan. 31, 2021
OPERATING REVENUES:
Cloud software and service revenue	$ 4,019	$ 3,326	$ 7,796	$ 4,878
Total operating revenues	4,019	3,326	7,796	4,878
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization)	1,553	1,434	3,042	2,182
Selling, general and administrative expense	2,127	1,965	3,915	2,976
Legal and professional fees	1,175	255	1,749	513
Bad debt expense	2	4	15	4
Depreciation and amortization expense	481	432	974	593
Total operating expenses	5,338	4,090	9,695	6,268
OPERATING LOSS	(1,319)	(764)	(1,899)	(1,390)
OTHER INCOME (EXPENSE):
Gain (loss) on derivative instruments	(3,425)	(160)	1,009	18
Loss on extinguishment of debt	(5,480)		(5,480)
Gain (loss) on settlement of debt		197		197
Income tax benefit (expense)	(41)	(51)	(119)	(59)
Other income (expense)	1		(2)
Interest expense	(1,380)	(1,202)	(2,887)	(1,502)
Total other income (expense)	(10,325)	(1,216)	(7,479)	(1,346)
NET LOSS INCLUDING NONCONTROLLING INTEREST	(11,644)	(1,980)	(9,378)	(2,736)
Less: Net loss attributable to the noncontrolling interests	602	30	760	65
NET LOSS ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS	(11,042)	(1,950)	(8,618)	(2,671)
Deemed dividend on Series A Convertible preferred stock	(5)	(5)	(10)	(10)
NET LOSS ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS	$ (11,047)	$ (1,955)	$ (8,628)	$ (2,681)
LOSS PER COMMON SHARE - BASIC (in Dollars per share)	$ (0.08)	$ (0.02)	$ (0.06)	$ (0.02)
LOSS PER COMMON SHARE - DILUTED (in Dollars per share)	$ (0.08)	$ (0.02)	$ (0.06)	$ (0.02)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC (in Shares)	139,203,973	122,706,601	138,963,449	121,578,716
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED (in Shares)	139,203,973	122,706,601	138,963,449	121,578,716

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Convertible Series A SharesPreferred	Convertible Series B SharesPreferred	Convertible Series C SharesPreferred	Series F SharesPreferred	Common Shares	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income	Stockholders Deficit	Noncontrolling Interest	Total
Balance at Jul. 31, 2020					$ 101	$ 86,364	$ (88,697)	$ 1	$ (2,231)	$ (382)	$ (2,613)
Balance (in 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 (in Shares)					7,858,820
Common stock issued for services					$ 2	56			58		58
Common stock issued for services (in Shares)					2,000,000
Common stock issued for debt conversion					$ 10	147			157		157
Common stock issued for debt conversion (in Shares)					10,000,000
Common stock issued concurrent with convertible debt					$ 1	44			45		45
Common stock issued concurrent with convertible debt (in 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 (in Shares) at Oct. 31, 2020	225,000	407,477		100	122,182,410
Balance at Jul. 31, 2020					$ 101	86,364	(88,697)	1	(2,231)	(382)	(2,613)
Balance (in Shares) at Jul. 31, 2020	225,000	407,477		100	101,323,590
Net Ioss											(2,736)
Balance at Jan. 31, 2021					$ 134	87,966	(91,368)	1	(3,267)	(447)	(3,714)
Balance (in Shares) at Jan. 31, 2021	225,000	407,477		100	134,359,175
Balance at Oct. 31, 2020					$ 122	87,199	(89,418)	1	(2,096)	(417)	(2,513)
Balance (in Shares) at Oct. 31, 2020	225,000	407,477		100	122,182,410
Amortization of employee stock options						33			33		33
Common stock issued for debt conversion					$ 11	243			254		254
Common stock issued for debt conversion (in Shares)					10,676,765
Common stock issued for settlement of accounts payable					$ 1	59			60		60
Common stock issued for settlement of accounts payable (in Shares)					1,000,000
Common stock issued concurrent with convertible debt						24			24		24
Common stock issued concurrent with convertible debt (in Shares)					500,000
Beneficial conversion feature on convertible debt						30			30		30
Derivative liability resolved to APIC due to note conversion						383			383		383
Dividends declared						(5)			(5)		(5)
Net Ioss							(1,950)		(1,950)	(30)	(1,980)
Balance at Jan. 31, 2021					$ 134	87,966	(91,368)	1	(3,267)	(447)	(3,714)
Balance (in Shares) at Jan. 31, 2021	225,000	407,477		100	134,359,175
Balance at Jul. 31, 2021					$ 139	89,100	(105,380)	1	(16,140)	(714)	(16,854)
Balance (in Shares) at Jul. 31, 2021	225,000	425,442	55,400	100	138,538,039
Amortization of employee stock options						24			24		24
Common stock issued concurrent with convertible debt						38			38		38
Common stock issued concurrent with convertible debt (in Shares)					600,000
Dividends declared						(5)			(5)		(5)
Net Ioss							2,424		2,424	(158)	2,266
Balance at Oct. 31, 2021					$ 139	89,157	(102,956)	1	(13,659)	(872)	(14,531)
Balance (in Shares) at Oct. 31, 2021	225,000	425,442	55,400	100	139,138,039
Balance at Jul. 31, 2021					$ 139	89,100	(105,380)	1	(16,140)	(714)	$ (16,854)
Balance (in Shares) at Jul. 31, 2021	225,000	425,442	55,400	100	138,538,039
Common stock issued for services (in Shares)											1,150,000
Net Ioss											$ (9,378)
Balance at Jan. 31, 2022					$ 139	89,175	(113,998)	1	(24,683)	(1,474)	(26,157)
Balance (in Shares) at Jan. 31, 2022	225,000	425,442	55,400	100	139,738,039
Balance at Oct. 31, 2021					$ 139	89,157	(102,956)	1	(13,659)	(872)	(14,531)
Balance (in Shares) at Oct. 31, 2021	225,000	425,442	55,400	100	139,138,039
Amortization of employee stock options						23			23		23
Common stock issued concurrent with convertible debt
Common stock issued concurrent with convertible debt (in Shares)					600,000
Dividends declared						(5)			(5)		(5)
Net Ioss							(11,042)		(11,042)	(602)	(11,644)
Balance at Jan. 31, 2022					$ 139	$ 89,175	$ (113,998)	$ 1	$ (24,683)	$ (1,474)	$ (26,157)
Balance (in Shares) at Jan. 31, 2022	225,000	425,442	55,400	100	139,738,039

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,378)	$ (2,736)
Adjustments to reconcile net loss to cash (used in)/provided by operating activities:
Depreciation and amortization expense	974	593
Stock compensation and warrant expense	47	376
Bad debt expense	15	4
Amortization of ROU Asset - operating	92	64
Amortization of debt discount	1,605	859
(Gain) on derivative liabilities	(1,009)	(18)
Loss on extinguishment of debt	5,480
(Gain) on settlement of debt		(197)
Accrued interest added to principal	40
Changes in operating assets and liabilities:
Accounts receivable	110	(136)
Prepaid expenses and other current assets	(12)	(70)
Inventory	27	22
Right of use operating lease liability	(92)	(64)
Accounts payable	484	(179)
Accrued expenses	631	954
Deferred income	(17)	49
Net cash used in operating activities	(1,003)	(479)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisition of equipment	(65)	(182)
Proceeds from Nexogy	162
Acquisition of VoIP assets, net of cash received	(4,100)	(10,108)
Net cash used in investing activities	(4,003)	(10,290)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from convertible debt, net of original issuance cost and discounts	707	558
Borrowings from debt, net of original issuance cost and discounts	6,000	13,036
Principal payments on debt, net		(1,330)
Principal payments on convertible notes, net	0	(101)
Principal payments on related party notes, net	(328)	(169)
Principal payment on equipment financing	(18)	(35)
Net cash provided by financing activities	6,361	11,959
INCREASE IN CASH AND CASH EQUIVALENTS	1,355	1,190
CASH AND CASH EQUIVALENTS, beginning of period	1,489	685
CASH AND CASH EQUIVALENTS, end of period	2,844	1,875
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	861	415
Income tax paid
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued interest rolled into principal	319	148
Incentive earnout adjustment on Active PBX acquisition	121
Stock issued with convertible debt - debt discount		69
Beneficial conversion feature on convertible debt		141
Debt discount from common stock issued with debt	38
Debt discount from derivative liabilities	60	6,462
Promissory note reclassed to convertible debt		15
Capitalization of ROU assets and liabilities - operating		254
Common Stock issued for debt conversion		411
Common Stock issued for accounts payable		60
Dividend declared	10	10
Derivative liability resolved to APIC due to debt conversion		$ 588

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jan. 31, 2022
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, 2021 contained in the Company’s Form 10-K filed on October 26, 2021 have been omitted. 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 25,000,000 treasury shares for consideration for future conversions and exercise of warrants, for convertible notes with fixed conversion price, notes with variable conversion feature with a floor and warrants with a conversion price floor. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of January 31, 2022, 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. Basic and diluted net income (loss) per share. The basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the quarter ended January 31, 2022, and the year ended July 31, 2021, potential dilutive securities including options and warrants were not included in the calculation of diluted net loss per common share. Potential dilutive securities, which are not included in dilutive weighted average shares are as follows: 1/31/2022 7/31/2021 Options to purchase common stock 9,230,000 9,230,000 Warrants to purchase common stock 109,291,179 109,506,179 Convertible debt 26,653,354 20,506,684 Convertible Series A Preferred stock 750,000 750,000 Convertible Series B Preferred stock 25,152,847 24,936,847 Convertible Series C Preferred stock 30,742,369 30,478,369 Total: 201,819,749 195,408,079 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 six months ended January 31, 2022, and 2021, the Company did not derive a significant amount of revenue from one single customer. As of the six months ended January 31, 2022, and 2021, the Company did not derive a significant number of accounts receivable from one single customer. Sources of revenue: Cloud-based hosted Services. The Company recognizes cloud-based hosted services 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 For the Six Months 2022 2021 2022 2021 Cloud software and service revenue $ 3,966 $ 3,226 $ 7,669 $ 4,774 Product revenue 53 100 127 104 Total operating revenues $ 4,019 $ 3,326 $ 7,796 $ 4,878 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 January 31, 2022, and July 31, 2021, were $8,246 and $17,661, 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 January 31, 2022, and July 31, 2021, were $2,994 and $19,984, 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 January 31, 2022, and July 31, 2021, Digerati’s customer deposits balance was $0 and $0, respectively. Costs to Obtain a Customer Contract 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. Derivative financial instruments Digerati does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. However, Digerati analyzes its convertible instruments and free-standing instruments such as warrants for derivative liability accounting. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date. Any changes in fair value are recorded as non-operating, non-cash income or expense for each reporting period. For derivative notes payable conversion options and warrants Digerati uses the Black-Scholes option-pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: Level 1 Level 2 Level 3 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 January 31, 2022 and July 31, 2021 are approximately $15,824,000 and $16,773,000, 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 Significant active markets other Significant for identical observable unobservable liabilities inputs inputs Description Fair Value (Level 1) (Level 2) (Level 3) Convertible promissory notes derivative liability at July 31, 2021 $ 16,773,383 - - $ 16,773,383 Convertible promissory notes derivative liability at January 31, 2022 $ 15,824,793 - - $ 15,824,793 The fair market value of all derivatives during the year ended July 31, 2021 was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 125.60% - 283.01% Risk-free interest rate 0.05% - 1.65% Expected term 0.03 - 10.00 years The fair market value of all derivatives during the six months ended January 31, 2022 was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 81.43% - 250.19% Risk-free interest rate 0.03% - 1.79% Expected term 0.05 - 9.50 years 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 6,820,108 Derivative liability resolved to additional paid in capital due to debt conversion (588,097 ) Derivative loss 9,935,249 Balance at July 31, 2021 $ 16,773,383 Derivative from new convertible promissory notes recorded as debt discount 60,292 Derivative liability resolved to additional paid in capital due to debt conversion - Derivative gain (1,008,882 ) Balance at January 31, 2022 $ 15,824,793 Noncontrolling interest The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (’SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days. For the six months ending January 31, 2022, and 2021, the Company accounted for a noncontrolling interest of $760,000 and $65,000, respectively. Additionally, one of the buyers serves as a Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries. Recently issued accounting pronouncements. Recent accounting pronouncements, other than below, issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the AICPA and the SEC did not, or are not, believed by management to have a material effect on the Company’s present or future financial statements. 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	6 Months Ended
	Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN Financial Condition The Company’s consolidated financial statements for the six months ending January 31, 2022, 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 $113,998,000 a working capital deficit of approximately $22,102,000 and total liabilities of $48,607,000, which includes $15,824,000 in derivative liabilities, 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 January 31, 2022, 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 2022 certain members of our executive 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 adopt best practices from our recent acquisitions and invest in a marketing and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value-added resellers and channel partners to tap into new sources of revenue streams, we have also secured numerous agent agreements through our recent acquisitions that we anticipate will 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. 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. 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., $1.487 million for the payment in full of outstanding debts owed and accrued interest to various creditors, the payment of approximately $464,000 paid to Post Road, and recognized as deferred financing cost, and will be amortized over the terms of the notes. In addition, the Company expensed $430,000 in legal fees associated to the acquisitions and financing. On December 20, 2021, T3 Nevada and Post Road entered into an amendment to the Credit Agreement (the “Amendment”) in connection with which T3 Nevada issued an Amended and Restated Term Loan A Note (the “A&R Term Loan A Note”) in replacement of the Term Loan A Note. Under the First Amendment, the Term Loan B Note principal of $3,500,000, accrued interest of $187,442, and amendment fee of $1,418,744 were recapitalized under the revised A&R Term Loan A Note). Pursuant to the First Amendment, the proceeds of $6,000,000 were used to fund the acquisition of SkyNet assets and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. Under the first amendment, total new balance of the revised Term Loan A was $22,168,515. Subsequently, on February 4, 2022, T3 Nevada and Post Road entered into a Credit Agreement in connection with which T3 Nevada issued a Term Loan C Note, Pursuant to the Credit Agreement, Post Road provided T3 Nevada with a secured loan of $10,000,000. The proceeds $10,000,000 were used to fund the acquisition of Next Level Internet and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. 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. The Company will continue to work with various funding sources to secure additional debt and equity financings. However, Digerati cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern. Digerati’s consolidated financial statements as of January 31, 2022, do not include any adjustments that might result from the inability to implement or execute Digerati’s plans to improve our ability to continue as a going concern.

Intangible Assets

Intangible Assets	6 Months Ended
	Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 3 – INTANGIBLE ASSETS Below are summarized changes in intangible assets at January 31, 2022, and July 31, 2021: Gross Carrying Accumulated Net Carrying January 31, 2022 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (32,682 ) 7,318 Customer relationships, 7 years 1,480,262 (804,651 ) 675,611 Customer relationships 7 years 7,688,000 (1,019,643 ) 6,668,357 Trademarks, 7 years 4,494,000 (512,410 ) 3,981,590 Non-compete, 2 & 3 years 465,000 (162,500 ) 302,500 Marketing & Non-compete, 5 years 800,263 (599,986 ) 200,277 Total Define-lived Assets 15,117,525 (3,281,872 ) 11,835,653 Goodwill, Indefinite 5,273,254 - 5,273,254 Balance, January 31, 2022 $ 20,390,779 $ (3,281,872 ) $ 17,108,907 Gross Carrying Accumulated Net Carrying July 31, 2021 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (28,672 ) 11,328 Customer relationships, 7 years 1,480,000 (698,934 ) 781,066 Customer relationships 7 years 5,310,000 (611,786 ) 4,698,214 Trademarks, 7 years 2,870,000 (307,500 ) 2,562,500 Non-compete, 2 & 3 years 291,000 (97,500 ) 193,500 Marketing & Non-compete, 5 years 800,000 (520,000 ) 280,000 Total Define-lived Assets 10,941,000 (2,414,392 ) 8,526,608 Goodwill, Indefinite 3,931,298 - 3,931,298 Balance, July 31, 2021 $ 14,872,298 $ (2,414,392 ) $ 12,457,906 Total amortization expense for the six months ended January 31, 2022, and 2021 was $867,480 and $436,715, respectively.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jan. 31, 2022
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 six months ended January 31, 2022, the Company extended the expiration date until July 31, 2025, on 1,150,000 previously issued stock options to various employees, the exercise price of these options was set at $0.11 per share, the modification of these stock options created a nominal expense to the Company. During the six months ended January 31, 2021, 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. ● 3,730,000 options to purchase common shares to various employees with an exercise price of $0.04 per share and a term of 5 years. At issuance, 33,333 of the options vested, 66,667 of the options will vest equally over a period of two years, and 3,630,000 of the options will vest equally over a period of three years. The options have a fair market value of $214,812. During the six months ended January 31, 2021 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. The Company recognized approximately $46,788 and $53,455 in stock-based compensation expense for stock options to employees for the six months ended January 31, 2022 and 2021, respectively. Unamortized compensation stock option cost totaled $149,047 and $224,562 at January 31, 2022 and January 31, 2021, respectively. A summary of the stock options as of January 31, 2022, and July 31, 2021, and the changes during the six months ended January 31, 2022, are presented below: Weighted average Weighted average remaining contractual Options exercise price term (years) Outstanding at July 31, 2021 9,230,000 $ 0.17 2.93 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding at January 31, 2022 9,230,000 $ 0.17 2.44 Exercisable at January 31, 2022 6,807,419 $ 0.21 1.94 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 9,230,000 and 9,230,000 stock options outstanding at January 31, 2022, and July 31, 2021, was $359,160 and $392,891, respectively. The aggregate intrinsic value of 6,807,419 and 6,091,863 stock options exercisable at January 31, 2022, and July 31, 2021, was $113,927 and $91,978, respectively.

Warrants

Warrants	6 Months Ended
	Jan. 31, 2022
Warrants [Abstract]
WARRANTS	NOTE 5 – WARRANTS During the six months ended January 31, 2022, the Company did not issue any warrants. During the six months ended January 31, 2021, the Company issued the following warrants: On November 17, 2020, the Company issued 107,701,179 Warrants 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. In addition, at issuance the Company recognized $6,462,050 in Derivative liability associated with these warrants. A summary of the warrants as of January 31, 2022, and July 31, 2021, and the changes during the six months ended January 31, 2022, are presented below: Weighted average Weighted average remaining contractual Warrants exercise price term (years) Outstanding at July 31, 2021 109,506,179 $ 0.01 9.17 Granted - - - Exercised - - - Forfeited and cancelled (215,000 ) $ 0.13 - Outstanding at January 31, 2022 109,291,179 $ 0.01 8.68 Exercisable at January 31, 2022 82,065,885 $ 0.01 8.67 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 109,291,179 and 109,506,179 warrants outstanding at January 31, 2022 and July 31, 2021 was $13,822,091 and $14,795,002, respectively. The aggregate intrinsic value of 82,065,885 and 82,280,885 warrants exercisable at January 31, 2022 and July 31, 2021 was $10,375,653 and $11,108,930, respectively. Warrant expense for the six months ended January 31, 2022 and 2020 was $0 and $0, respectively. Unamortized warrant expense totaled $0 and $0 respectively as of January 31, 2022 and July 31, 2021. For the six months ended January 31, 2022, 215,000 warrants expired with an average exercise price of $0.13.

Notes Payable Non-Convertible

Notes Payable Non-Convertible	6 Months Ended
	Jan. 31, 2022
Notes Payable Nonconvertible Disclosure [Abstract]
NOTES PAYABLE NON-CONVERTIBLE	NOTE 6 – NOTES PAYABLE NON-CONVERTIBLE 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. The maturity date was extended multiple times and on February 26,2022, the lender agreed to extend the maturity until July 31, 2022. 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 January 31, 2022, and July 31, 2021, was $50,000. 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. 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. After payment of transaction-related expenses and closing fees of $964,000, net proceeds to the Company from the Note totaled $13,036,000. The Company recorded these discounts and cost of $964,000 as a discount to the Notes and will be amortized as interest expense over the term of the notes. During the six months ended January 31, 2022, the Company amortized $1,294,201 of the total debt discount as interest expense for the Term Loan A Note and the Term Loan B Note. The total debt discount outstanding on the notes as of January 31, 2022, and July 31, 2021, were $0 and $5,355,322, respectively. Term Loan A Note has 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 had 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. The Term Loan B was recapitalized under the revised A&R Term Loan A Note as indicated below. On December 20, 2021, T3 Nevada and Post Road entered into an amendment to the Credit Agreement (the “Amendment”) in connection with which T3 Nevada issued an Amended and Restated Term Loan A Note (the “A&R Term Loan A Note”) in replacement of the Term Loan A Note. Under the First Amendment, the Term Loan B Note principal of $3,500,000, accrued interest of $187,442, and amendment fee of $1,418,744 were recapitalized under the revised A&R Term Loan A Note. Pursuant to the First Amendment, the additional proceeds of $6,000,000 were used to fund the acquisition of SkyNet assets and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. The Company evaluated the amendment and the recapitalization of the notes and accounted for these changes as an extinguishment of debt and recognized a loss on extinguishment of debt of $5,479,865, the loss is composed of the full amortization debt discount of $4,061,121, and the amendment fees of $1,418,744. The A&R Term Loan A Note has maturity dates of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). The principal balance and accrued PIK interest outstanding on the A&R Term Loan A Note were $22,168,515 and $78,937, respectively as of January 31, 2022. Subsequently, on February 4, 2022, T3 Nevada and Post Road entered into a Credit Agreement in connection with which T3 Nevada issued a Term Loan C Note, Pursuant to the Credit Agreement, Post Road provided T3 Nevada with a secured loan of $10,000,000. The proceeds $10,000,000 were used to fund the acquisition of Next Level Internet and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. The Term Loan C Note has maturity dates of August 4, 2023, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). 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. Below are key covenants requirements, (measured quarterly): 1. Maximum Allowed - Senior Leverage Ratio of 4.06 to 1.00 2. Minimum Allowed - EBITDA of $912,665 3. Minimum Allowed - Liquidity of $1,500,000 4. Maximum Allowed - Capital Expenditures of $94,798 5. Minimum Allowed – Fixed Charge Coverage Ratio of 1.5 to 1.00 Under the second amendment to the Credit Agreement, dated as of February 4, 2022, the Company and the lender agreed to defer the financial covenants requirements testing mentioned above until April 30, 2022. 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, subsequently amended on December 31, 2021, and February 4, 2022, 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.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jan. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS During the six months ended January 31, 2022, and 2021, the Company provided VoIP Hosted and fiber services to a Company owned by one of the Board members of T3 Communications, Inc., for $94,815 and $84,700, respectively. On November 17, 2020, as a result of the of the acquisition of ActiveServe’s asset, the two sellers became related parties as they continued to be involved as consultants to manage the customer relationship, the Company paid on an annual basis $90,000 to each of the consultants. These agreements expired as of January 17, 2022, and the parties agreed not to extend. A of January 31, 2022, there’s no balance outstanding under the consulting agreements. In addition, part of the Purchase Price is payable in 8 equal quarterly payments to the sellers. During the six months ended January 31, 2022, the Company paid $327,509 of the principal balance outstanding. In addition, on January 7, 2022, the Company recognized a reduction of $120,621 on the note balance due to the sellers not achieving certain requirement under the “Customer renewal Value”. As a result, the Company recognized a reduction of $120,621 in the Goodwill value associated with the ActiveServe asset acquisition. The total principal outstanding on the notes as of January 31, 2022, and July 31, 2021, were $686,160 and $1,134,291, respectively. On December 31, 2021, as a result of the of the acquisition of Skynet’s asset, the two sellers became related parties as they continued to be involved as consultants for 12 months to manage the customer relationship, the Company will pay on an annual basis $100,000 to each of the consultants. A of January 31, 2022, there’s no balance outstanding under the consulting agreements. Part of the Purchase Price of $600,000 (the “Earn-out Amount”) was retained by the Company at the Closing and will be paid to Seller in 6 equal quarterly payments. An additional $100,000 (the “Holdback Amount”) was retained by the Company at the Closing and will be paid to Seller in accordance with the Purchase Agreement. The total principal outstanding on the notes as of January 31, 2022, was $700,000. Acquisition Payable As part of the acquisition of Skynet’s assets, the Company will pay to the Seller’s a $1,000,000 (the “Share Payment”) by issuance of restricted shares of the Company’s common stock to the Owners. The Share Payment will be made via the issuance of shares on the earlier of (i) the effective date of that certain Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on August 11, 2021 (in which case the stock will be valued at the price set forth in the prospectus that is a part of such Registration Statement, without underwriter discounts) and (ii) 180 days after December 31, 2021 (in which case the stock will be valued at the average of the last transaction price on the OTCQB for each of the 10 trading days immediately preceding such issuance date). The total principal outstanding on the acquisitions payable as of January 31, 2022, was $1,000,000.

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Jan. 31, 2022
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 8 – CONVERTIBLE NOTES PAYABLE At January 31, 2022, and July 31, 2021, convertible notes payable consisted of the following: January 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 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 an original maturity date of October 13, 2021, the maturity date was extended until December 15, 2021 and subsequently the maturity date was extended until July 31, 2022. 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 $134,423 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 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 amortized $17,620 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $0 and $17,620, respectively. The total principal balance outstanding as of January 31, 2022 and July 31, 2021 was $165,000. (See below variable conversion terms No.1) $ 165,000 $ 165,000 On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of January 27, 2022. In connection with the execution of the note, the Company issued 500,000 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 $24,368 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $44,368 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 Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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. On January 17, 2022, the lender agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000 and recognizing $25,000 as interest expense at the time of the extension. The Company amortized $34,368 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022 and July 31, 2021, were $0 and $34,368, respectively. The total principal balance outstanding as of January 31, 2022 and July 31, 2021, were $275,000 and $250,000, respectively. 275,000 250,000 On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of April 14, 2022. In connection with the execution of the note, the Company issued 500,000 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 $63,433 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $96,766 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 Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized $80,100 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022 and July 31, 2021, were $26,699 and $106,799, respectively. The total principal balance outstanding as of January 31, 2022 and July 31, 2021, was $250,000. 250,000 250,000 On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of August 31, 2022. In connection with the execution of the note, the Company issued 150,000 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 $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized as interest expense during the six months ended January 31, 2022, $5,680. The total unamortized discount on the Note as of January 31, 2022, was $7,955. The total principal balance outstanding as of January 31, 2022, was $75,000. 75,000 - On September 29, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of September 29, 2022. In connection with the execution of the note, the Company issued 150,000 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 $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized $3,596 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, was $7,192. The total principal balance outstanding as of January 31, 2022, was $75,000. 75,000 - On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of October 22, 2022. In connection with the execution of the note, the Company issued 300,000 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 $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized $3,492 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, was $10,473. The total principal balance outstanding as of January 31, 2022, was $150,000. 150,000 - Total convertible notes payables non-derivative : $ 990,000 $ 665,000 CONVERTIBLE NOTES PAYABLE - DERIVATIVE 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. After payment of transaction-related expenses and closing fees of $35,000, net proceeds to the Company from the Note totaled $240,000. The Company recorded these discounts and cost of $35,000 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 500,000 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 $11,626 as debt discount, and it will be amortized to interest expense during the term of the promissory note. 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 the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. The Company recognized $61,678 of derivative liability and directly amortized all associated debt discount of $61,678 as interest expense. On July 31, 2021, the holder agreed to extend the maturity date until January 31, 2022. Subsequently, on February 14, 2022, the holder agreed to extend the maturity date until July 31, 2022. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, was $355,000. 355,000 355,000 On January 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $80,235, annual interest rate of 8% and a maturity date of February 17, 2022. Subsequently, on March 7, 2022, the holder agreed to extend the maturity date until July 31, 2022. 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 seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $61,819, of which $61,819 was recorded as debt discount and amortized over the term of the note. The Company amortized $27,840 of debt discount as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $0 and $27,840, respectively. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, was $80,235. 80,235 80,235 On February 17, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $175,000, annual interest rate of 8% and a maturity date of February 17, 2022. After payment of transaction-related expenses and closing fees of $5,000, net proceeds to the Company from the Note totaled $170,000. Additionally, the Company recorded $5,000 as a discount to the Note and amortized over the term of the note. 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 seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $346,091, of which $170,000 was recorded as debt discount and amortized over the term of the note, and $176,091 was recorded as day 1 derivative loss. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $14,576 and $102,083, respectively. The Company amortized $87,507 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, was $175,000. Subsequently, on March 7, 2022, the Company paid in full the total principal balance outstanding of $175,000 and accrued interest and prepayment penalty of $30,000. 175,000 175,000 On April 15, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $113,000, annual interest rate of 8% and a maturity date of January 15, 2022. After payment of transaction-related expenses and closing fees of $13,000, net proceeds to the Company from the Note totaled $100,000. Additionally, the Company recorded $13,000 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 100,000 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 $14,138 as debt discount, and it will be amortized to interest expense during the term of the promissory note. 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 $0.15 (fifteen) 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 the Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.15 (fifteen) cents or (b). seventy-five percent (75%) of the lowest traded price in the prior fifteen (15) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”). Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $64,561, of which $42,822 was recorded as debt discount and amortized over the term of the note. On January 15, 2022, the lender agreed to extend the maturity date until March 31, 2022. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and recognized $15,000 as interest expense. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $0 and $50,945, respectively. The Company amortized $50,945 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, were, $128,000 and $113,000, respectively. 128,000 113,000 On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 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 300,000 shares of our common stock to the note holder. 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 $0.15 (fifteen) 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 the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $55,866. The Company recorded $30,146 debt discount from derivative. The total unamortized discount on the Note as of January 31, 2022, was $56,446. The Company amortized $0 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, was $230,000. 230,000 - On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 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 300,000 shares of our common stock to the note holder. 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 $0.15 (fifteen) 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 the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $55,866. The Company recorded $30,146 debt discount from derivative. The total unamortized discount on the Note as of January 31, 2022, was $56,446. The Company amortized $0 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, was $230,000. 230,000 Total convertible notes payable - derivative: $ 1,198,235 $ 723,235 Total convertible notes payable derivative and non-derivative 2,188,235 1,388,235 Less: discount on convertible notes payable (179,787 ) (339,654 ) Total convertible notes payable, net of discount 2,008,448 1,048,581 Less: current portion of convertible notes payable (2,008,448 ) (1,048,581 ) 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 January 31, 2022, and July 31, 2021, were $179,787 and $339,654, respectively. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, were $2,188,235 and $1,388,235, respectively. During the six months ended January 31, 2022, and January 31, 2021, the Company amortized $311,148 and $339,845, respectively, of debt discount as interest expense.

Leases

Leases	6 Months Ended
	Jan. 31, 2022
Disclosure Text Block [Abstract]
LEASES	NOTE 9 - LEASES The leased properties have a remaining lease term of twelve to thirty-seven months as of August 1, 2021. At the option of the Company, it can elect to extend the term of the leases. See table below: Location Annual Rent Lease Expiration Business Use Approx. Sq. Ft. 825 W. Bitters, Suite 104, San Antonio, TX 78216 $ 26,529 Jul-22 Executive offices 1,546 8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 $ 49,752 Sep-22 Office space 2,843 1610 Royal Palm Avenue, Suite 300, Fort Myers, $ 82,102 Dec-25 Office space and network facilities 6,800 2121 Ponce de Leon Blvd., Suite 200, Coral Gables $ 164,475 Jul-22 Office space & wireless internet network 4,623 7218 McNeil Dr., FL-1, Austin, TX 78729 $ 21,000 Mar-24 Network facilities 25 6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, $ 14,200 May-22 Network facilities 25 9701 S. John Young Parkway, Orlando, FL 32819 $ 30,528 May-23 Network facilities 540 50 NE 9th St, Miami, FL 3313 $ 49,560 May-23 Network facilities 25 350 NW 215 St., Miami Gardens, FL 33169 $ 23,403 May-22 Wireless internet network 100 8333 NW 53rd St, Doral, FL 33166 $ 13,612 Jul-25 Wireless internet network 100 100 SE 2nd Street, Miami, FL 33131 $ 36,024 Jan-24 Wireless internet network 100 9055 SW 73rd Ct, Miami, FL 33156 $ 8,674 Dec-23 Wireless internet network 100 9517 Fontainebleau Blvd., Miami, FL 33172 $ 11,860 Aug-24 Wireless internet network 100 The Company has not entered into any sale and leaseback transactions during the six months ended January 31, 2022 In December 2021, as part of the acquisition of SkyNet’s assets, the Company assumed an office lease in San Antonio, Texas. The lease is identified in the table above. The lease expires in September 2022, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal. In January 2021, the Company entered into a new office lease, with a monthly base lease payment and applicable shared expenses of $4,750 and $2,140, respectively. The base rent will increase on an annual basis by 2% of the base lease payment. The lease expires on January 1, 2026, and at the option of the Company, the lease can be extended for one (1) five (5) year term with a base rent at the prevailing market rate at the time of the renewal. In November 2020, as part of the acquisition of Nexogy, Inc., the Company assumed an office lease in Coral Gable Florida, two network facilities and five wireless internet network leases. These leases are identified in the table above. The leases’ expiration dates range from May 2022 to July 2025, and at the option of the Company, the leases can be extended for various periods ranging from one to five years, with a base rent at the prevailing market rate at the time of the renewal. Amounts recognized on July 31, 2021, and January 31, 2022, for operating leases are as follows: ROU Asset July 31, 2021 $ 934,260 Amortization $ (91,587 ) Addition - Asset $ 44,476 ROU Asset January 31, 2022 $ 887,149 Lease Liability July 31, 2021 $ 934,260 Amortization $ (91,587 ) Addition - Liability $ 44,476 Lease Liability January 31, 2022 $ 887,149 Lease Liability Short term $ 514,672 Lease Liability Long term $ 372,477 Lease Liability Total: $ 887,149 Operating lease cost: $ 251,003 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 251,003 Weighted-average remain lease term-operating lease: 2.8 years Weighted-average discount rate 5.0 % For the period ended January 31, 2022, the amortization of operating ROU assets was $91,587. For the period ended January 31, 2022, the amortization of operating lease liabilities was $91,587. The future minimum lease payment under the operating leases are as follows: Lease Period July, 31 Payments 2022 (remaining 6 Months) $ 441,922 2023 260,370 2024 163,305 2025 112,991 2026 - Total: $ 978,588

Prefered Stock

Prefered Stock	6 Months Ended
	Jan. 31, 2022
Prefered Stock [Absract]
PREFERED 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 January 31, 2022. During the six months ending January 31, 2022, the Company declared a dividend of $10,000 and had $48,000 as accumulated dividends as of January 31, 2022. 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) $0.30 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. During the six months ended January 31, 2022, the Company evaluated Series A Convertible Preferred Stock and concluded that none of the mandatory conversion events occurred during the period and determined that the convertible shares were classified as equity instruments. 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 407,477 shares of Series B Preferred Stock for settlement of debt of $370,000 on various promissory notes and $37,477 in accrued interest. In March 2021, the Company issued a total of 17,965 shares of Series B Preferred Stock for settlement of debt of $16,000 on a promissory note and $1,965 in accrued interest. The Company had 425,442 shares of Convertible Series B Preferred Stock outstanding as of January 31, 2022. No dividends are payable on the Convertible Series B Preferred Stock. The terms of our Series B Preferred Stock allow for: Mandatory Conversion During the six months ended January 31, 2022, the Company evaluated Series B Convertible Preferred Stock and concluded that none of the mandatory conversion events occurred during the period and determined that the convertible shares were classified as equity instruments. 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”). On February 25, 2021, Digerati’s Board of Directors approved the issuance of the following shares of Series C Convertible Preferred Stock.: ● Arthur L. Smith – 28,928 shares of Series C Convertible Preferred Stock ● Antonio Estrada – 19,399 shares of Series C Convertible Preferred Stock ● Craig Clement – 7,073 shares of Series C Convertible Preferred Stock The Series C Convertible Preferred Stock were issued for accrued compensation to the management team of $554,000. The Company had 55,400 shares of Convertible Series C Preferred Stock outstanding as of January 31, 2022. No dividends are payable on the Convertible Series C Preferred Stock. The terms of our Series C Preferred Stock allow for: 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. 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”). On November 17, 2020, Digerati’s Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock: ● 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 The Company had 100 shares outstanding of the Series F Super Voting Preferred Stock as of January 31, 2022. No dividends are payable on the Series F Super Voting Preferred Stock. The terms of our Series F Super Voting Preferred Stock allow for: 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.

Equity

Equity	6 Months Ended
	Jan. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
EQUITY	NOTE 11 – EQUITY During the six months ended January 31, 2022, the Company issued the following shares of common stock: On August 31, 2021, the Company entered into a $75,000 promissory note, with a maturity date of August 31, 2022, and annual interest rate of 8%. In conjunction with the promissory note, we issued 150,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On September 29, 2021, the Company entered into a $75,000 promissory note, with a maturity date of September 29, 2022, and annual interest rate of 8%. In conjunction with the promissory note, we issued 150,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On October 22, 2021, the Company entered into a $150,000 promissory note, with a maturity date of October 22, 2022, and annual interest rate of 8%. In conjunction with the promissory note, we issued 300,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On January 21, 2022, the Company secured two promissory notes for $460,000, with a maturity date of October 21, 2022, and annual interest rate of 8%. In conjunction with the promissory notes, we issued 600,000 shares of common stock. Subsequently, on February 14, 2022, the Company entered into a note extension agreement, and as consideration for the extension, the Company issued 250,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $34,150 as interest expense. In addition, the Company agreed to add $75,000 to the principal amount outstanding and the Company recognized $75,000 as interest expense.

Acquistion

Acquistion	6 Months Ended
	Jan. 31, 2022
Stockholders' Equity Note [Abstract]
ACQUISTION	NOTE 12 – ACQUISTION On December 31, 2021, our indirect, wholly owned subsidiary, Shift8 Networks, Inc., a Texas corporation (“Shift8”), executed and closed on an Asset Purchase Agreement (the “Purchase Agreement”) with Skynet Telecom LLC, a Texas limited liability company (“Seller” “Skynet”), and Paul Golibart and Jerry Ou, each an individual resident in the State of Texas (each, an “Owner” and collectively, the “Owners”). The Company also executed the Purchase Agreement. Pursuant to the Purchase Agreement, Shift8 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 communications business, including but not limited to subscriber-based Interconnected Voice Over Internet Protocol communication services (“I-VoIP”), Unified Cloud Communications Services (“UCCS”), and IPPBX based systems of telephony (collectively, the “Purchased Assets”). The aggregate purchase price for the Purchased Assets was $5,800,000, subject to adjustment as provided in the Purchase Agreement (the “Purchase Price”). An amount of $4,100,000 in cash, subject to a Net Working Capital Adjustment as defined in the Purchase Agreement, was paid by Shift8 on the Closing Date. Included within the $4.1 million cash payment were amounts paid by Shift8 directly to creditors of the Seller as set forth in payoff letters. An additional $600,000 (the “Earn-out Amount”) was retained by Shift8 at the Closing and will be paid to Seller in accordance with the Purchase Agreement. An additional $100,000 (the “Holdback Amount”) was retained by Shift8 at the Closing and will be paid to Seller in accordance with the Purchase Agreement. Finally, $1,000,000 (the “Share Payment”) will be paid by Shift8 to Seller by issuance of restricted shares of the Company’s common stock to the Owners. The Share Payment will be made via the issuance of shares on the earlier of (i) the effective date of that certain Registration Statement on Form S-1 (File No. 333-258733) filed by the Company with the Securities and Exchange Commission on August 11, 2021 (in which case the stock will be valued at the price set forth in the prospectus that is a part of such Registration Statement, without underwriter discounts) and (ii) 180 days after December 31, 2021 (in which case the stock will be valued at the average of the last transaction price on the OTCQB for each of the 10 trading days immediately preceding such issuance date). The acquisition was accounted for under the purchase method of accounting, with Digerati identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by Digerati was allocated to customer contracts acquired and intangible assets based on their estimated fair values as of December 31, 2020. Allocation of the purchase price is based on the best estimates of management. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Skynet Asset Acquisition. The allocation of fair values is preliminary and is subject to change in the future during the measurement period. Skynet (in thousands) Accounts receivable, net $ 124 Inventory 8 Intangible assets and Goodwill 5,800 Property and Equipment, net 16 Operating lease right-of-use asset 45 Deposits and other assets 6 Total identifiable assets $ 5,999 Less: Liabilities assumed 199 Total Purchase price $ 5,800 The following table summarizes the cost of intangible assets related to the acquisition: Skynet Useful Life (in thousands) (in Years) Customer Relationships $ 2,378 7 Trade Names and Trademarks 1,624 7 Non-Compete Agreement 174 2-3 Goodwill 1,624 - Total intangible assets $ 5,800 In addition, the Company incurred approximately $276,000 in costs associated with the Skynet Asset acquisition. These included legal, regulatory, and accounting, these costs of $276,000 were expensed during the six months ended January 31, 2022. As part of the acquisitions of Skynet’s assets, the Company secured an office lease, with monthly base lease payment of $3,909 from July 1, 2021, through June 30, 2022, and a monthly base lease payment of $4,027 from July 1, 2022, through September 30, 2022. The lease expires in September 2022, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal. Proforma The results of Skynet Telecom LLC are included in the consolidated financial statements effective August 1, 2020. The following schedule contains proforma consolidated results of operations for the six months ended January 31, 2022 and 2021 as if the acquisition occurred on August 1, 2020. The proforma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on August 1, 2020, or of results that may occur in the future. (In thousands) Six months ended January 31, 2022 2021 Reported Proforma Reported Proforma Revenue $ 7,796 $ 9,338 $ 4,878 $ 6,570 Income (loss) from operations (1,899 ) (1,654 ) (1,390 ) (1,052 ) Net income (loss) $ (8,628 ) $ (8,381 ) $ (2,681 ) $ (2,191 ) Earnings (loss) per common share-Basic and Diluted $ (0.06 ) $ (0.06 ) $ (0.02 ) $ (0.02 )

Subsequent Events

Subsequent Events	6 Months Ended
	Jan. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS PRG Term Loan C Note On February 4, 2022, Digerati Technologies, Inc. (the “Company”), T3 Communications, Inc., a controlled subsidiary of the Company (“T3 Nevada”) and Post Road entered into a Credit Agreement in connection with which T3 Nevada issued a Term Loan C Note, Pursuant to the Credit Agreement, Post Road provided T3 Nevada with a secured loan of $10,000,000. The proceeds $10,000,000 were used to fund the acquisition of Next Level Internet and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. The Term Loan C Note has maturity dates of August 4, 2023, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Next Level Equity Purchase Agreement On February 4, 2022, Digerati Technologies, Inc. (the “Company”), T3 Communications, Inc., a controlled subsidiary of the Company (“T3”) and the two owners of Next Level Internet, Inc. (the “Sellers”), entered into and closed on an Equity Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, T3 bought all of the equity interests in Next Level Internet, Inc. (“Next Level”) from the Sellers. Next Level is engaged in the business of providing cloud based Unified Communications as a Service, collaboration, contact center, managed connectivity and other voice and data services to small, medium, and large enterprises. The total purchase price is up to $12.90 million consisting of: (i) $8.9 million in cash which includes payoff of certain indebtedness held at closing by Next Level and certain transaction expenses; (ii) unsecured promissory notes in the aggregate principal amount of $2 million issued by T3 to the Sellers (the “Unsecured Notes”) with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on June 15, 2022 through and including March 16, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%.The amount owed is subject to change based on certain revenue milestones needing to be met by Next Level; and (iii) unsecured convertible promissory notes (the “Convertible Notes”) in the aggregate principal amount of $2 million issued by T3 to the Sellers with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on April 30, 2022 through and including January 31, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%. The Sellers have a onetime right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. The conversion price is the volume weighted average price per share for the ten (10) consecutive trading days immediately preceding the date on which a conversion notice is received by T3. T3 paid $8.9 million in cash to the Sellers on the closing date of February 4, 2022. In addition, 120 days after the closing of the transaction, T3 will pay the Sellers the amount by which net working capital deficit is better than $2.16 million or the Sellers will pay T3 the amount by which net working capital deficit is worse than $2.36 million. The acquisition was accounted for under the purchase method of accounting, with Digerati identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by Digerati was allocated to customer contracts acquired and intangible assets based on their estimated fair values as of February 4, 2022. Allocation of the purchase price is based on the best estimates of management. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Next Level Internet Acquisition. The allocation of fair values is preliminary and is subject to change in the future during the measurement period. Next Level Internet (in thousands) Cash $ 258 Accounts receivable, net 559 Prepaid and other current assets 525 Intangible assets and Goodwill 17,837 Property and Equipment, net 1,299 Deposits and other assets 414 Operating lease right-of-use asset 1,312 Total identifiable assets $ 22,204 Less: Liabilities assumed 7,822 Less: Operating lease liability 1,480 Total Purchase price $ 12,902 The following table summarizes the cost of intangible assets related to the acquisition: Next Level Internet Useful Life (in thousands) (in Years) Customer Relationships $ 7,313 7 Trade Names and Trademarks 4,994 7 Non-Compete Agreement 1,963 2-3 Goodwill 3,567 - Total intangible assets $ 17,837 In addition, the Company incurred approximately $845,000 in costs associated with the Next Level Internet Acquisition. These included legal, regulatory, and accounting, $578,000 were expensed during the six months ended January 31, 2022. Subsequently, in February 2022, the Company recognized $267,000 in legal, regulatory and accounting expenses. Proforma The results of Next Level Internet, Inc. are included in the consolidated financial statements effective August 1, 2020. The following schedule contains proforma consolidated results of operations for the six months ended January 31, 2022, and 2021 as if the acquisition occurred on August 1, 2020. The proforma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on August 1, 2020, or of results that may occur in the future. (In thousands) Six months ended January 31, 2022 2021 Reported Proforma Reported Proforma Revenue $ 7,796 $ 15,128 $ 4,878 $ 10,880 Income (loss) from operations (1,899 ) (1,539 ) (1,390 ) (1,511 ) Net income (loss) $ (8,628 ) $ (8,284 ) $ (2,681 ) $ (2,826 ) Earnings (loss) per common share-Basic and Diluted $ (0.06 ) $ (0.06 ) $ (0.02 ) $ (0.02 ) As part of the acquisition of Next Level Internet, Inc., the Company secured an office lease, with a monthly base lease payment of $27,351. The lease expires on March 11, 2026. At the option of the Company, the lease can be extended for two additional five-year terms, with a base rent at the prevailing market rate at the time of the renewal. Promissory Note paid in full On March 7, 2022, the Company paid in full a promissory note originally date February 17, 2021. The amount paid was the total principal balance outstanding of $175,000, plus interest and prepayment penalty for a total of $30,000. At the time of the payment, the Company recognized $30,000 as interest expense.

Basis of Presentation (Tables)

Basis of Presentation (Tables)	6 Months Ended
	Jan. 31, 2022
Accounting Policies [Abstract]
Schedule of dilutive weighted average shares	1/31/2022 7/31/2021 Options to purchase common stock 9,230,000 9,230,000 Warrants to purchase common stock 109,291,179 109,506,179 Convertible debt 26,653,354 20,506,684 Convertible Series A Preferred stock 750,000 750,000 Convertible Series B Preferred stock 25,152,847 24,936,847 Convertible Series C Preferred stock 30,742,369 30,478,369 Total: 201,819,749 195,408,079
Schedule of disaggregated revenue	For the Three Months For the Six Months 2022 2021 2022 2021 Cloud software and service revenue $ 3,966 $ 3,226 $ 7,669 $ 4,774 Product revenue 53 100 127 104 Total operating revenues $ 4,019 $ 3,326 $ 7,796 $ 4,878
Schedule of derivative financial instruments measured at fair value	Fair value measurements at reporting date using. Quoted prices in Significant active markets other Significant for identical observable unobservable liabilities inputs inputs Description Fair Value (Level 1) (Level 2) (Level 3) Convertible promissory notes derivative liability at July 31, 2021 $ 16,773,383 - - $ 16,773,383 Convertible promissory notes derivative liability at January 31, 2022 $ 15,824,793 - - $ 15,824,793
Schedule of derivatives using the Black-Scholes option pricing model	Expected dividend yield 0.00% Expected stock price volatility 125.60% - 283.01% Risk-free interest rate 0.05% - 1.65% Expected term 0.03 - 10.00 years Expected dividend yield 0.00% Expected stock price volatility 81.43% - 250.19% Risk-free interest rate 0.03% - 1.79% Expected term 0.05 - 9.50 years
Schedule of derivative financial instruments measured at fair value	Balance at July 31, 2020 $ 606,123 Derivative from new convertible promissory notes recorded as debt discount 6,820,108 Derivative liability resolved to additional paid in capital due to debt conversion (588,097 ) Derivative loss 9,935,249 Balance at July 31, 2021 $ 16,773,383 Derivative from new convertible promissory notes recorded as debt discount 60,292 Derivative liability resolved to additional paid in capital due to debt conversion - Derivative gain (1,008,882 ) Balance at January 31, 2022 $ 15,824,793

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of changes in intangible assets	Gross Carrying Accumulated Net Carrying January 31, 2022 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (32,682 ) 7,318 Customer relationships, 7 years 1,480,262 (804,651 ) 675,611 Customer relationships 7 years 7,688,000 (1,019,643 ) 6,668,357 Trademarks, 7 years 4,494,000 (512,410 ) 3,981,590 Non-compete, 2 & 3 years 465,000 (162,500 ) 302,500 Marketing & Non-compete, 5 years 800,263 (599,986 ) 200,277 Total Define-lived Assets 15,117,525 (3,281,872 ) 11,835,653 Goodwill, Indefinite 5,273,254 - 5,273,254 Balance, January 31, 2022 $ 20,390,779 $ (3,281,872 ) $ 17,108,907 Gross Carrying Accumulated Net Carrying July 31, 2021 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (28,672 ) 11,328 Customer relationships, 7 years 1,480,000 (698,934 ) 781,066 Customer relationships 7 years 5,310,000 (611,786 ) 4,698,214 Trademarks, 7 years 2,870,000 (307,500 ) 2,562,500 Non-compete, 2 & 3 years 291,000 (97,500 ) 193,500 Marketing & Non-compete, 5 years 800,000 (520,000 ) 280,000 Total Define-lived Assets 10,941,000 (2,414,392 ) 8,526,608 Goodwill, Indefinite 3,931,298 - 3,931,298 Balance, July 31, 2021 $ 14,872,298 $ (2,414,392 ) $ 12,457,906

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jan. 31, 2022
Share-based Payment Arrangement [Abstract]
Schedule of stock options	Weighted average Weighted average remaining contractual Options exercise price term (years) Outstanding at July 31, 2021 9,230,000 $ 0.17 2.93 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding at January 31, 2022 9,230,000 $ 0.17 2.44 Exercisable at January 31, 2022 6,807,419 $ 0.21 1.94

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jan. 31, 2022
Warrants [Abstract]
Schedule of warrants	Weighted average Weighted average remaining contractual Warrants exercise price term (years) Outstanding at July 31, 2021 109,506,179 $ 0.01 9.17 Granted - - - Exercised - - - Forfeited and cancelled (215,000 ) $ 0.13 - Outstanding at January 31, 2022 109,291,179 $ 0.01 8.68 Exercisable at January 31, 2022 82,065,885 $ 0.01 8.67

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	6 Months Ended
	Jan. 31, 2022
Convertible Notes Payable [Abstract]
Schedule of changes in fair value of derivative financial instruments	January 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 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 an original maturity date of October 13, 2021, the maturity date was extended until December 15, 2021 and subsequently the maturity date was extended until July 31, 2022. 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 $134,423 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 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 amortized $17,620 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $0 and $17,620, respectively. The total principal balance outstanding as of January 31, 2022 and July 31, 2021 was $165,000. (See below variable conversion terms No.1) $ 165,000 $ 165,000 On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of January 27, 2022. In connection with the execution of the note, the Company issued 500,000 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 $24,368 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $44,368 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 Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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. On January 17, 2022, the lender agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000 and recognizing $25,000 as interest expense at the time of the extension. The Company amortized $34,368 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022 and July 31, 2021, were $0 and $34,368, respectively. The total principal balance outstanding as of January 31, 2022 and July 31, 2021, were $275,000 and $250,000, respectively. 275,000 250,000 On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of April 14, 2022. In connection with the execution of the note, the Company issued 500,000 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 $63,433 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $96,766 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 Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized $80,100 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022 and July 31, 2021, were $26,699 and $106,799, respectively. The total principal balance outstanding as of January 31, 2022 and July 31, 2021, was $250,000. 250,000 250,000 On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of August 31, 2022. In connection with the execution of the note, the Company issued 150,000 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 $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized as interest expense during the six months ended January 31, 2022, $5,680. The total unamortized discount on the Note as of January 31, 2022, was $7,955. The total principal balance outstanding as of January 31, 2022, was $75,000. 75,000 - On September 29, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of September 29, 2022. In connection with the execution of the note, the Company issued 150,000 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 $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized $3,596 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, was $7,192. The total principal balance outstanding as of January 31, 2022, was $75,000. 75,000 - On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of October 22, 2022. In connection with the execution of the note, the Company issued 300,000 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 $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, 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 amortized $3,492 as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, was $10,473. The total principal balance outstanding as of January 31, 2022, was $150,000. 150,000 - Total convertible notes payables non-derivative : $ 990,000 $ 665,000 CONVERTIBLE NOTES PAYABLE - DERIVATIVE 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. After payment of transaction-related expenses and closing fees of $35,000, net proceeds to the Company from the Note totaled $240,000. The Company recorded these discounts and cost of $35,000 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 500,000 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 $11,626 as debt discount, and it will be amortized to interest expense during the term of the promissory note. 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 the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. The Company recognized $61,678 of derivative liability and directly amortized all associated debt discount of $61,678 as interest expense. On July 31, 2021, the holder agreed to extend the maturity date until January 31, 2022. Subsequently, on February 14, 2022, the holder agreed to extend the maturity date until July 31, 2022. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, was $355,000. 355,000 355,000 On January 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $80,235, annual interest rate of 8% and a maturity date of February 17, 2022. Subsequently, on March 7, 2022, the holder agreed to extend the maturity date until July 31, 2022. 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 seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $61,819, of which $61,819 was recorded as debt discount and amortized over the term of the note. The Company amortized $27,840 of debt discount as interest expense during the six months ended January 31, 2022. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $0 and $27,840, respectively. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, was $80,235. 80,235 80,235 On February 17, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $175,000, annual interest rate of 8% and a maturity date of February 17, 2022. After payment of transaction-related expenses and closing fees of $5,000, net proceeds to the Company from the Note totaled $170,000. Additionally, the Company recorded $5,000 as a discount to the Note and amortized over the term of the note. 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 seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $346,091, of which $170,000 was recorded as debt discount and amortized over the term of the note, and $176,091 was recorded as day 1 derivative loss. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $14,576 and $102,083, respectively. The Company amortized $87,507 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, was $175,000. Subsequently, on March 7, 2022, the Company paid in full the total principal balance outstanding of $175,000 and accrued interest and prepayment penalty of $30,000. 175,000 175,000 On April 15, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $113,000, annual interest rate of 8% and a maturity date of January 15, 2022. After payment of transaction-related expenses and closing fees of $13,000, net proceeds to the Company from the Note totaled $100,000. Additionally, the Company recorded $13,000 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 100,000 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 $14,138 as debt discount, and it will be amortized to interest expense during the term of the promissory note. 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 $0.15 (fifteen) 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 the Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.15 (fifteen) cents or (b). seventy-five percent (75%) of the lowest traded price in the prior fifteen (15) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”). Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $64,561, of which $42,822 was recorded as debt discount and amortized over the term of the note. On January 15, 2022, the lender agreed to extend the maturity date until March 31, 2022. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and recognized $15,000 as interest expense. The total unamortized discount on the Note as of January 31, 2022, and July 31, 2021, were $0 and $50,945, respectively. The Company amortized $50,945 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, and July 31, 2021, were, $128,000 and $113,000, respectively. 128,000 113,000 On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 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 300,000 shares of our common stock to the note holder. 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 $0.15 (fifteen) 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 the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $55,866. The Company recorded $30,146 debt discount from derivative. The total unamortized discount on the Note as of January 31, 2022, was $56,446. The Company amortized $0 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, was $230,000. 230,000 - On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 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 300,000 shares of our common stock to the note holder. 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 $0.15 (fifteen) 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 the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $55,866. The Company recorded $30,146 debt discount from derivative. The total unamortized discount on the Note as of January 31, 2022, was $56,446. The Company amortized $0 of debt discount as interest expense during the six months ended January 31, 2022. The total principal balance outstanding as of January 31, 2022, was $230,000. 230,000 Total convertible notes payable - derivative: $ 1,198,235 $ 723,235 Total convertible notes payable derivative and non-derivative 2,188,235 1,388,235 Less: discount on convertible notes payable (179,787 ) (339,654 ) Total convertible notes payable, net of discount 2,008,448 1,048,581 Less: current portion of convertible notes payable (2,008,448 ) (1,048,581 ) Long-term portion of convertible notes payable $ - $ -

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jan. 31, 2022
Disclosure Text Block [Abstract]
Schedule of leased properties have a remaining lease term	Location Annual Rent Lease Expiration Business Use Approx. Sq. Ft. 825 W. Bitters, Suite 104, San Antonio, TX 78216 $ 26,529 Jul-22 Executive offices 1,546 8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 $ 49,752 Sep-22 Office space 2,843 1610 Royal Palm Avenue, Suite 300, Fort Myers, $ 82,102 Dec-25 Office space and network facilities 6,800 2121 Ponce de Leon Blvd., Suite 200, Coral Gables $ 164,475 Jul-22 Office space & wireless internet network 4,623 7218 McNeil Dr., FL-1, Austin, TX 78729 $ 21,000 Mar-24 Network facilities 25 6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, $ 14,200 May-22 Network facilities 25 9701 S. John Young Parkway, Orlando, FL 32819 $ 30,528 May-23 Network facilities 540 50 NE 9th St, Miami, FL 3313 $ 49,560 May-23 Network facilities 25 350 NW 215 St., Miami Gardens, FL 33169 $ 23,403 May-22 Wireless internet network 100 8333 NW 53rd St, Doral, FL 33166 $ 13,612 Jul-25 Wireless internet network 100 100 SE 2nd Street, Miami, FL 33131 $ 36,024 Jan-24 Wireless internet network 100 9055 SW 73rd Ct, Miami, FL 33156 $ 8,674 Dec-23 Wireless internet network 100 9517 Fontainebleau Blvd., Miami, FL 33172 $ 11,860 Aug-24 Wireless internet network 100
Schedule of recognition of ROU assets and lease liabilities for operating leases	ROU Asset July 31, 2021 $ 934,260 Amortization $ (91,587 ) Addition - Asset $ 44,476 ROU Asset January 31, 2022 $ 887,149 Lease Liability July 31, 2021 $ 934,260 Amortization $ (91,587 ) Addition - Liability $ 44,476 Lease Liability January 31, 2022 $ 887,149 Lease Liability Short term $ 514,672 Lease Liability Long term $ 372,477 Lease Liability Total: $ 887,149 Operating lease cost: $ 251,003 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 251,003 Weighted-average remain lease term-operating lease: 2.8 years Weighted-average discount rate 5.0 %
Schedule of future minimum lease payment	Lease Period July, 31 Payments 2022 (remaining 6 Months) $ 441,922 2023 260,370 2024 163,305 2025 112,991 2026 - Total: $ 978,588

Acquistion (Tables)

Acquistion (Tables)	6 Months Ended
	Jan. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of the preliminary allocation of the purchase price to the assets acquired	Skynet (in thousands) Accounts receivable, net $ 124 Inventory 8 Intangible assets and Goodwill 5,800 Property and Equipment, net 16 Operating lease right-of-use asset 45 Deposits and other assets 6 Total identifiable assets $ 5,999 Less: Liabilities assumed 199 Total Purchase price $ 5,800
Schedule of table summarizes the cost of intangible assets related to the acquisition	Skynet Useful Life (in thousands) (in Years) Customer Relationships $ 2,378 7 Trade Names and Trademarks 1,624 7 Non-Compete Agreement 174 2-3 Goodwill 1,624 - Total intangible assets $ 5,800
Schedule of contains proforma consolidated	(In thousands) Six months ended January 31, 2022 2021 Reported Proforma Reported Proforma Revenue $ 7,796 $ 9,338 $ 4,878 $ 6,570 Income (loss) from operations (1,899 ) (1,654 ) (1,390 ) (1,052 ) Net income (loss) $ (8,628 ) $ (8,381 ) $ (2,681 ) $ (2,191 ) Earnings (loss) per common share-Basic and Diluted $ (0.06 ) $ (0.06 ) $ (0.02 ) $ (0.02 )

Subsequent Events (Tables)

Subsequent Events (Tables)	6 Months Ended
	Jan. 31, 2022
Subsequent Events [Abstract]
Schedule of purchase price to the assets acquired and liabilities assumed	Next Level Internet (in thousands) Cash $ 258 Accounts receivable, net 559 Prepaid and other current assets 525 Intangible assets and Goodwill 17,837 Property and Equipment, net 1,299 Deposits and other assets 414 Operating lease right-of-use asset 1,312 Total identifiable assets $ 22,204 Less: Liabilities assumed 7,822 Less: Operating lease liability 1,480 Total Purchase price $ 12,902
Schedule of cost of intangible assets	Next Level Internet Useful Life (in thousands) (in Years) Customer Relationships $ 7,313 7 Trade Names and Trademarks 4,994 7 Non-Compete Agreement 1,963 2-3 Goodwill 3,567 - Total intangible assets $ 17,837
Schedule of contains proforma consolidated results of operations	(In thousands) Six months ended January 31, 2022 2021 Reported Proforma Reported Proforma Revenue $ 7,796 $ 15,128 $ 4,878 $ 10,880 Income (loss) from operations (1,899 ) (1,539 ) (1,390 ) (1,511 ) Net income (loss) $ (8,628 ) $ (8,284 ) $ (2,681 ) $ (2,826 ) Earnings (loss) per common share-Basic and Diluted $ (0.06 ) $ (0.06 ) $ (0.02 ) $ (0.02 )

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jul. 31, 2021
Accounting Policies [Abstract]
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 25,000,000 treasury shares for consideration for future conversions and exercise of warrants, for convertible notes with fixed conversion price, notes with variable conversion feature with a floor and warrants with a conversion price floor.
Contract assets	$ 8,246		$ 17,661
Deferred income	2,994		19,984
Customer deposits balance	0		0
Sale commissions	654,070	$ 260,050
Derivative liabilities	$ 15,824,000		$ 16,773,000
Noncontrolling interest description	T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (’SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days.
Noncontrolling interest	$ (760,000)	$ 65,000

Basis of Presentation (Detail_2

Basis of Presentation (Details) - Schedule of dilutive weighted average shares - shares shares in Thousands	Jan. 31, 2022	Jul. 31, 2021
Basis of Presentation (Details) - Schedule of dilutive weighted average shares [Line Items]
Options to purchase common stock	9,230,000	9,230,000
Warrants to purchase common stock	109,291,179	109,506,179
Convertible debt	26,653,354	20,506,684
Total:	201,819,749	195,408,079
Convertible Series A Preferred stock [Member]
Basis of Presentation (Details) - Schedule of dilutive weighted average shares [Line Items]
Convertible Series Preferred stock	750,000	750,000
Convertible Series B Preferred stock [Member]
Basis of Presentation (Details) - Schedule of dilutive weighted average shares [Line Items]
Convertible Series Preferred stock	25,152,847	24,936,847
Convertible Series C Preferred stock [Member]
Basis of Presentation (Details) - Schedule of dilutive weighted average shares [Line Items]
Convertible Series Preferred stock	30,742,369	30,478,369

Basis of Presentation (Detail_3

Basis of Presentation (Details) - Schedule of disaggregated revenue - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2022	Jan. 31, 2021
Schedule of disaggregated revenue [Abstract]
Cloud software and service revenue	$ 3,966	$ 3,226	$ 7,669	$ 4,774
Product revenue	53	100	127	104
Total operating revenues	$ 4,019	$ 3,326	$ 7,796	$ 4,878

Basis of Presentation (Detail_4

Basis of Presentation (Details) - Schedule of derivative financial instruments measured at fair value - USD ($) $ in Thousands	Jan. 31, 2022	Jul. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Convertible promissory notes derivative liability	$ 15,824,793	$ 16,773,383
Quoted prices in active markets for identical liabilities (Level 1) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Convertible promissory notes derivative liability
Significant other observable inputs (Level 2) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Convertible promissory notes derivative liability
Significant unobservable inputs (Level 3) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Convertible promissory notes derivative liability	$ 15,824,793	$ 16,773,383

Basis of Presentation (Detail_5

Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model	6 Months Ended	12 Months Ended
	Jan. 31, 2022	Jul. 31, 2021
Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model [Line Items]
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model [Line Items]
Expected stock price volatility	81.43%	125.60%
Risk-free interest rate	0.03%	0.05%
Expected term	18 days	10 days
Maximum [Member]
Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model [Line Items]
Expected stock price volatility	250.19%	283.01%
Risk-free interest rate	1.79%	1.65%
Expected term	9 years 6 months	10 years

Basis of Presentation (Detail_6

Basis of Presentation (Details) - Schedule of derivative financial instruments measured at fair value - USD ($)	6 Months Ended	12 Months Ended
	Jan. 31, 2022	Jul. 31, 2021
Schedule of derivative financial instruments measured at fair value [Abstract]
Beginning balance	$ 16,773,383	$ 606,123
Derivative from new convertible promissory notes recorded as debt discount	60,292	6,820,108
Derivative liability resolved to additional paid in capital due to debt conversion		(588,097)
Derivative gain (Loss)	(1,008,882)	9,935,249
Ending balance	$ 15,824,793	$ 16,773,383

Going Concern (Details)

Going Concern (Details) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 20, 2021	Jan. 31, 2022	Feb. 04, 2022	Nov. 17, 2020
Going Concern (Details) [Line Items]
Accumulated a deficit		$ (113,998,000)
Working capital deficit		22,102,000
Total liabilities		48,607,000
Derivative liabilities		15,824,000
Loan amount				$ 20,000,000
Payment of credit facility		14,000,000
Purchase price		9,452,000
Transaction fees		1,190,000
Payment of outstanding debts		1,487,000
Principal amount	$ 3,500,000
Accrued interest	187,442
Amendment fees	$ 1,418,744	1,418,744
Proceeds to Fund Acquisitions		6,000,000	$ 10,000,000
Additional loans increments		22,168,515
Secured loan			$ 10,000,000
Thermo Communication, Inc. [Member]
Going Concern (Details) [Line Items]
Paid to post road		464,000
Legal fees		$ 430,000
Term Loan A Note [Member]
Going Concern (Details) [Line Items]
Loan amount				10,500,000
Term Loan B Note [Member]
Going Concern (Details) [Line Items]
Loan amount				$ 3,500,000

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Total amortization expense	$ 867,480	$ 436,715

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of changes in intangible assets - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 15,117,525	$ 10,941,000
Accumulated Amortization	(3,281,872)	(2,414,392)
Net Carrying Amount	11,835,653	8,526,608
Goodwill, Indefinite, Gross Carrying Value	5,273,254	3,931,298
Goodwill, Indefinite, Accumulated Amortization
Goodwill, Indefinite, Net Carrying Amount	5,273,254	3,931,298
Balance, Gross Carrying Value	20,390,779	14,872,298
Balance, Accumulated Amortization	(3,281,872)	(2,414,392)
Balance, Net Carrying Amount	17,108,907	12,457,906
NetSapiens - license, 10 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	150,000	150,000
Accumulated Amortization	(150,000)	(150,000)
Net Carrying Amount
Customer relationships, 5 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	40,000	40,000
Accumulated Amortization	(32,682)	(28,672)
Net Carrying Amount	7,318	11,328
Customer relationships, 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,480,262	1,480,000
Accumulated Amortization	(804,651)	(698,934)
Net Carrying Amount	675,611	781,066
Customer relationships 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	7,688,000	5,310,000
Accumulated Amortization	(1,019,643)	(611,786)
Net Carrying Amount	6,668,357	4,698,214
Trademarks, 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	4,494,000	2,870,000
Accumulated Amortization	(512,410)	(307,500)
Net Carrying Amount	3,981,590	2,562,500
Non-compete, 2 & 3 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	465,000	291,000
Accumulated Amortization	(162,500)	(97,500)
Net Carrying Amount	302,500	193,500
Marketing & Non-compete, 5 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	800,263	800,000
Accumulated Amortization	(599,986)	(520,000)
Net Carrying Amount	$ 200,277	$ 280,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jul. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Stock issued (in Shares)	1,150,000
Stock option exercise price (in Dollars per share)	$ 0.11
Stock based compensation, description	●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.  ●3,730,000 options to purchase common shares to various employees with an exercise price of $0.04 per share and a term of 5 years. At issuance, 33,333 of the options vested, 66,667 of the options will vest equally over a period of two years, and 3,630,000 of the options will vest equally over a period of three years. The options have a fair market value of $214,812.
Recognized stock-based compensation expense	$ 247,287
Recognized stock-based compensation expense	46,788	$ 53,455
Unamortized compensation cost	$ 149,047	$ 224,562
Stock options exercisable shares (in Shares)	6,807,419		6,091,863
Stock options exercisable amount	$ 113,927		$ 91,978
Various Employees [Member]
Stock-Based Compensation (Details) [Line Items]
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 9,230,000 and 9,230,000 stock options outstanding at January 31, 2022, and July 31, 2021, was $359,160 and $392,891, respectively.
Employee Stock Option [Member]
Stock-Based Compensation (Details) [Line Items]
Stock options authorizes to grant (in Shares)	7,500,000

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of stock options	6 Months Ended
	Jan. 31, 2022$ / sharesshares
Schedule of stock options [Abstract]
Options, Outstanding Beginning Balance | shares	9,230,000
Weighted average exercise price, Outstanding Beginning Balance | $ / shares	$ 0.17
Weighted average remaining contractual term (years), Outstanding Beginning Balance	2 years 11 months 4 days
Options, Granted | shares
Weighted average exercise price, Granted | $ / shares
Weighted average remaining contractual term (years), Granted
Options, Exercised | shares
Weighted average exercise price, Exercised | $ / shares
Weighted average remaining contractual term (years) Exercised
Options, Forfeited and cancelled | shares
Weighted average, Forfeited and cancelled | $ / shares
Weighted average remaining contractual term (years) Forfeited and cancelled
Options, Outstanding Ending Balance | shares	9,230,000
Weighted average exercise price, Outstanding Ending Balance | $ / shares	$ 0.17
Weighted average remaining contractual term (years), Outstanding Ending Balance	2 years 5 months 8 days
Options, Exercisable | shares	6,807,419
Weighted average exercise price, Exercisable | $ / shares	$ 0.21
Weighted average remaining contractual term (years), Exercisable	1 year 11 months 8 days

Warrants (Details)

Warrants (Details) - USD ($)	1 Months Ended
	Nov. 17, 2021	Jan. 31, 2022	Jul. 31, 2021
Warrants (Details) [Line Items]
Warrants, description	the Company issued 107,701,179 Warrants 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%).
Aggregate intrinsic value		$ 82,065,885	$ 82,280,885
Warrants outstanding			109,506,179
Warrants exercisable		$ 10,375,653	$ 11,108,930
Warrants exercise price (in Dollars per share)		$ 0	$ 0
Warrant [Member]
Warrants (Details) [Line Items]
Recognized in derivative liability		$ 6,462,050
Aggregate intrinsic value		$ 109,291,179
Warrants outstanding (in Shares)		13,822,091	14,795,002
Warrants exercise price (in Dollars per share)		$ 0	$ 0
Warrants expired (in Shares)		215,000
Warrants price per share (in Dollars per share)		$ 0.13

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of warrants	6 Months Ended
	Jan. 31, 2022$ / sharesshares
Schedule of warrants [Abstract]
Beginning Outstanding Warrants | shares	109,506,179
Beginning Outstanding Weighted average exercise price | $ / shares	$ 0.01
Beginning Outstanding Weighted Average Remaining Contractual Term (Years)	9 years 2 months 1 day
Granted Warrants | shares
Granted Weighted average exercise price | $ / shares
Granted Weighted Average Remaining Contractual Term (Years)
Exercised Warrants | shares
Exercised Weighted average exercise price | $ / shares
Exercised Weighted Average Remaining Contractual Term (Years)
Forfeited Warrants | shares	(215,000)
Forfeited Weighted average exercise price | $ / shares	$ 0.13
Forfeited Weighted Average Remaining Contractual Term (Years)
Ending Outstanding Warrants | shares	109,291,179
Ending Outstanding Weighted average exercise price | $ / shares	$ 0.01
Ending Outstanding Weighted Average Remaining Contractual Term (Years)	8 years 8 months 4 days
Outstanding Warrants | shares	82,065,885
Outstanding Weighted average exercise price | $ / shares	$ 0.01
Outstanding Weighted Average Remaining Contractual Term (Years)	8 years 8 months 1 day

Notes Payable Non-Convertible (

Notes Payable Non-Convertible (Details) - USD ($)	1 Months Ended		6 Months Ended		12 Months Ended
	Dec. 20, 2021	Nov. 17, 2020	Jan. 31, 2022	Jan. 31, 2021	Jul. 31, 2021	Feb. 04, 2022	Oct. 22, 2018
Notes Payable Non-Convertible (Details) [Line Items]
Discount on promissory note			$ 1,605,000	$ 859,000
Amortized cost			1,294,201
Debt discount outstanding			0		$ 5,355,322
Principal amount	$ 3,500,000
Accrued interest	187,442
Amendment fees	$ 1,418,744		1,418,744
Proceeds to Fund Acquisitions			6,000,000			$ 10,000,000
Extinguishment of debt			5,479,865
Debt discount			$ 4,061,121
Secured loan						$ 10,000,000
Credit agreement, description			1.Maximum Allowed - Senior Leverage Ratio of 4.06 to 1.00 2.Minimum Allowed - EBITDA of $912,6653.Minimum Allowed - Liquidity of $1,500,000  4.Maximum Allowed - Capital Expenditures of $94,798 5.Minimum Allowed – Fixed Charge Coverage Ratio of 1.5 to 1.00
November 17,2024 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR			12.00%
August 04,2023 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR			12.00%
Nonconvertible Debt [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note							$ 50,000
Annual interest rate							8.00%
Nonconvertible Debt [Member] | Secured promissory note [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Principal amount outstanding			$ 50,000		$ 50,000
Minimum [Member] | November 17,2024 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR			1.50%
Minimum [Member] | August 04,2023 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR			1.50%
T3 Communications, Inc. [Member] | Credit Agreement and Notes [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Additional amount received		$ 6,000,000
Loan increment		1,000,000
Discount on promissory note		964,000
Net proceeds		13,036,000
Discounts cost		964,000
Ownership percentage			100.00%
T3 Communications, Inc. [Member] | Term Loan A Note [Member] | Credit Agreement and Notes [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note		10,500,000
Secured loan		20,000,000
Interest rate description of LIBOR			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 had 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. The Term Loan B was recapitalized under the revised A&R Term Loan A Note as indicated below. On December 20, 2021, T3 Nevada and Post Road entered into an amendment to the Credit Agreement (the “Amendment”) in connection with which T3 Nevada issued an Amended and Restated Term Loan A Note (the “A&R Term Loan A Note”) in replacement of the Term Loan A Note. Under the First Amendment, the Term Loan B Note principal of $3,500,000, accrued interest of $187,442, and amendment fee of $1,418,744 were recapitalized under the revised A&R Term Loan A Note. Pursuant to the First Amendment, the additional proceeds of $6,000,000 were used to fund the acquisition of SkyNet assets and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. The Company evaluated the amendment and the recapitalization of the notes and accounted for these changes as an extinguishment of debt and recognized a loss on extinguishment of debt of $5,479,865, the loss is composed of the full amortization debt discount of $4,061,121, and the amendment fees of $1,418,744. The A&R Term Loan A Note has maturity dates of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). The principal balance and accrued PIK interest outstanding on the A&R Term Loan A Note were $22,168,515 and $78,937, respectively as of January 31, 2022.
T3 Communications, Inc. [Member] | Term Loan B Note [Member] | Credit Agreement and Notes [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note		$ 3,500,000
Interest rate description of LIBOR			Term Loan B had 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.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 07, 2022	Jul. 31, 2021	Jan. 31, 2022	Jan. 31, 2021
Related Party Transactions [Abstract]
VoIP hosted and fiber services			$ 94,815	$ 84,700
Principal outstanding amount paid			327,509
Customer renewal value	$ 120,621
Goodwill value	$ 120,621
Total principal outstanding		$ 1,134,291	686,160
Annual basis pay			100,000
Purchase price			600,000
Holdback amount			100,000
Total balance held in escrow			700,000
Share payment			1,000,000
Acquisitions payable			$ 1,000,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jul. 31, 2021
Convertible Notes Payable (Details) [Line Items]
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., 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.
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.
Principal balance outstanding	$ 2,188,235		$ 1,388,235
Amortized of debt discount as interest expense	311,148	$ 339,845
Convertible Notes Payable [Member]
Convertible Notes Payable (Details) [Line Items]
Unamortized discount	$ 179,787		$ 339,654

Convertible Notes Payable (De_2

Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	$ 990,000	$ 665,000
Total convertible notes payable - derivative	1,198,235	723,235
Total convertible notes payable derivative and non-derivative	2,188,235	1,388,235
Less: discount on convertible notes payable	(179,787)	(339,654)
Total convertible notes payable, net of discount	2,008,448	1,048,581
Less: current portion of convertible notes payable	(2,008,448)	(1,048,581)
Long-term portion of convertible notes payable
Convertible Notes Payable One [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	165,000	165,000
Convertible Notes Payable Two [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	275,000	250,000
Convertible Notes Payable Three [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	250,000	250,000
Convertible Notes Payables Four [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	75,000
Convertible Notes Payables Five [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	75,000
Convertible Notes Payables Six [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payables non-derivative	150,000
Convertible Notes Payables Seven [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payable - derivative	355,000	355,000
Convertible Notes Payables Eight [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payable - derivative	80,235	80,235
Convertible Notes Payables Nine [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payable - derivative	175,000	175,000
Convertible Notes Payables Ten [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payable - derivative	128,000	$ 113,000
Convertible Notes Payables Eleven [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payable - derivative	230,000
Convertible Notes Payables Twelve [Member]
Convertible Notes Payable (Details) - Schedule of changes in fair value of derivative financial instruments [Line Items]
Total convertible notes payable - derivative	$ 230,000

Leases (Details)

Leases (Details) - USD ($)	1 Months Ended	6 Months Ended
	Jan. 01, 2021	Jan. 31, 2022
Disclosure Text Block [Abstract]
Lease, description	the Company entered into a new office lease, with a monthly base lease payment and applicable shared expenses of $4,750 and $2,140, respectively. The base rent will increase on an annual basis by 2% of the base lease payment. The lease expires on January 1, 2026, and at the option of the Company, the lease can be extended for one (1) five (5) year term with a base rent at the prevailing market rate at the time of the renewal.In November 2020, as part of the acquisition of Nexogy, Inc., the Company assumed an office lease in Coral Gable Florida, two network facilities and five wireless internet network leases. These leases are identified in the table above. The leases’ expiration dates range from May 2022 to July 2025, and at the option of the Company, the leases can be extended for various periods ranging from one to five years, with a base rent at the prevailing market rate at the time of the renewal.
Amortization of operating ROU assets		$ 91,587
Amortization of liabilities		$ 91,587

Leases (Details) - Schedule of

Leases (Details) - Schedule of leased properties have a remaining lease term	6 Months Ended
	Jan. 31, 2022USD ($)m²
825 W. Bitters, Suite 104, San Antonio, TX 78216 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 26,529
Lease Expiration Date	Jul-22
Business Use	Executive offices
Approx. Sq. Ft. | m²	1,546
8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 49,752
Lease Expiration Date	Sep-22
Business Use	Office space
Approx. Sq. Ft. | m²	2,843
1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 82,102
Lease Expiration Date	Dec-25
Business Use	Office space and network facilities
Approx. Sq. Ft. | m²	6,800
2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 164,475
Lease Expiration Date	Jul-22
Business Use	Office space & wireless internet network
Approx. Sq. Ft. | m²	4,623
7218 McNeil Dr., FL-1, Austin, TX 78729 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 21,000
Lease Expiration Date	Mar-24
Business Use	Network facilities
Approx. Sq. Ft. | m²	25
6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, TX 75240 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 14,200
Lease Expiration Date	May-22
Business Use	Network facilities
Approx. Sq. Ft. | m²	25
9701 S. John Young Parkway, Orlando, FL 32819 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 30,528
Lease Expiration Date	May-23
Business Use	Network facilities
Approx. Sq. Ft. | m²	540
50 NE 9th St, Miami, FL 3313 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 49,560
Lease Expiration Date	May-23
Business Use	Network facilities
Approx. Sq. Ft. | m²	25
350 NW 215 St., Miami Gardens, FL 33169 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 23,403
Lease Expiration Date	May-22
Business Use	Wireless internet network
Approx. Sq. Ft. | m²	100
8333 NW 53rd St, Doral, FL 33166 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 13,612
Lease Expiration Date	Jul-25
Business Use	Wireless internet network
Approx. Sq. Ft. | m²	100
100 SE 2nd Street, Miami, FL 33131 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 36,024
Lease Expiration Date	Jan-24
Business Use	Wireless internet network
Approx. Sq. Ft. | m²	100
9055 SW 73rd Ct, Miami, FL 33156 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 8,674
Lease Expiration Date	Dec-23
Business Use	Wireless internet network
Approx. Sq. Ft. | m²	100
9517 Fontainebleau Blvd., Miami, FL 33172 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 11,860
Lease Expiration Date	Aug-24
Business Use	Wireless internet network
Approx. Sq. Ft. | m²	100

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of recognition of ROU assets and lease liabilities for operating leases - Leases Topic 842 [Member]	6 Months Ended
	Jan. 31, 2022USD ($)
Leases (Details) - Schedule of recognition of ROU assets and lease liabilities for operating leases [Line Items]
ROU Asset	$ 934,260
Amortization	(91,587)
Addition - Asset	44,476
ROU Asset	887,149
Lease Liability	934,260
Amortization	(91,587)
Addition - Liability	44,476
Lease Liability	887,149
Lease Liability	514,672
Lease Liability	372,477
Lease Liability	887,149
Operating lease cost:	251,003
Cash paid for amounts included in the measurement of lease labilities
Operating cashflow from operating leases:	$ 251,003
Weighted-average remain lease term-operating lease:	2 years 9 months 18 days
Weighted-average discount rate	5.00%

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of future minimum lease payment	Jul. 31, 2021USD ($)
Schedule of future minimum lease payment [Abstract]
2022 (remaining 6 Months)	$ 441,922
2023	260,370
2024	163,305
2025	112,991
2026
Total:	$ 978,588

Prefered Stock (Details)

Prefered Stock (Details) - USD ($)	1 Months Ended				6 Months Ended
	Mar. 31, 2021	Feb. 25, 2021	Nov. 17, 2020	Apr. 30, 2020	Jan. 31, 2022	Jul. 31, 2021	Jul. 31, 2020	Mar. 31, 2019
Prefered Stock (Details) [Line Items]
Preferred stock, shares authorized					50,000,000	50,000,000
Dividend (in Dollars)					$ 10,000
Accumulated dividends (in Dollars)					$ 48,000
Optional conversion preferred stock, description					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) $0.30 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.
Settlement of debt (in Dollars)	$ 16,000
Accrued interest (in Dollars)	$ 1,965
Series A Convertible Preferred Stock [Member]
Prefered Stock (Details) [Line Items]
Preferred stock, shares authorized								1,500,000
Preferred stock par value (in Dollars per share)								$ 0.001
Stated value (in Dollars per share)								$ (1)
Annual rate								8.00%
Preferred stock, shares outstanding					225,000
Series B Convertible Preferred Stock [Member]
Prefered Stock (Details) [Line Items]
Preferred stock, shares authorized				1,000,000
Preferred stock par value (in Dollars per share)				$ 0.001
Stated value (in Dollars per share)				$ (1)
Preferred stock, shares issued				407,477	425,442
Settlement of debt (in Dollars)				$ 370,000
Accrued interest (in Dollars)				$ 37,477
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”. Upon any such mandatory conversion and the issuance of Conversion Shares further thereto, the shares of Series B Preferred Stock shall be deemed cancelled and of no further force or effect. A mandatory conversion is the only means by which Series B Preferred Stock is convertible as the shares of Series B 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 Underwriting, the Series B Preferred Stock will be treated as having been converted immediately prior to the issuance of the securities in the Material Underwriting.During the six months ended January 31, 2022, the Company evaluated Series B Convertible Preferred Stock and concluded that none of the mandatory conversion events occurred during the period and determined that the convertible shares were classified as equity instruments. 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”). On February 25, 2021, Digerati’s Board of Directors approved the issuance of the following shares of Series C Convertible Preferred Stock.:  ●Arthur L. Smith – 28,928 shares of Series C Convertible Preferred Stock     ●Antonio Estrada – 19,399 shares of Series C Convertible Preferred Stock     ●Craig Clement – 7,073 shares of Series C Convertible Preferred Stock The Series C Convertible Preferred Stock were issued for accrued compensation to the management team of $554,000. The Company had 55,400 shares of Convertible Series C Preferred Stock outstanding as of January 31, 2022. No dividends are payable on the Convertible Series C Preferred Stock. The terms of our Series C Preferred Stock allow for: 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”.
Series B Preferred Stock [Member]
Prefered Stock (Details) [Line Items]
Preferred stock, shares issued	17,965
Series C Convertible Preferred Stock [Member]
Prefered Stock (Details) [Line Items]
Preferred stock, shares authorized							1,000,000
Preferred stock par value (in Dollars per share)							$ 0.001
Stated value (in Dollars per share)							$ (10)
Redemption of preferred stock, description					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 one million (1,000,000) votes, it being the intention that the Holders of the Series F Preferred Stock shall have effective voting control of the Corporation.
Series C Preferred Stock [Member]
Prefered Stock (Details) [Line Items]
Preferred stock, shares outstanding					55,400
Board of directors, description		Digerati’s Board of Directors approved the issuance of the following shares of Series C Convertible Preferred Stock.: ●Arthur L. Smith – 28,928 shares of Series C Convertible Preferred Stock     ●Antonio Estrada – 19,399 shares of Series C Convertible Preferred Stock     ●Craig Clement – 7,073 shares of Series C Convertible Preferred Stock
Accrued amount (in Dollars)		$ 554,000
Series F Preferred Stock [Member]
Prefered Stock (Details) [Line Items]
Preferred stock, shares authorized							100
Preferred stock par value (in Dollars per share)							$ 0.001
Stated value (in Dollars per share)							$ (0.01)
Preferred stock, shares outstanding					100	100
Preferred stock, shares issued					100	100
Description of voting rights			Digerati’s Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock: ●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 The Company had 100 shares outstanding of the Series F Super Voting Preferred Stock as of January 31, 2022. No dividends are payable on the Series F Super Voting Preferred Stock.

Equity (Details)

Equity (Details) - USD ($)	1 Months Ended
	Feb. 14, 2022	Jan. 21, 2022	Oct. 22, 2021	Sep. 29, 2021	Aug. 31, 2021
Equity (Details) [Line Items]
Promissory note		$ 460,000		$ 75,000	$ 75,000
Promissory note interest rate		8.00%		8.00%	8.00%
Issued shares of common stock (in Shares)		600,000	300,000	150,000	150,000
Fair market value			$ 13,965	$ 10,788	$ 13,635
Maturity date			On October 22, 2021, the Company entered into a $150,000 promissory note, with a maturity date of October 22, 2022, and annual interest rate of 8%.
Subsequent Event [Member]
Equity (Details) [Line Items]
Issued shares of common stock (in Shares)	250,000
Fair market value	$ 34,150
Principal amount outstanding	75,000
Interest expenses	$ 75,000

Acquistion (Details)

Acquistion (Details)	6 Months Ended
	Jan. 31, 2022USD ($)
Acquistion (Details) [Line Items]
Costs associated	$ 276,000
Costs expense	$ 276,000
Base lease payment, description	the Company secured an office lease, with monthly base lease payment of $3,909 from July 1, 2021, through June 30, 2022, and a monthly base lease payment of $4,027 from July 1, 2022, through September 30, 2022. The lease expires in September 2022, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal.
Texas corporation [Member]
Acquistion (Details) [Line Items]
Acquistion, description	The aggregate purchase price for the Purchased Assets was $5,800,000, subject to adjustment as provided in the Purchase Agreement (the “Purchase Price”). An amount of $4,100,000 in cash, subject to a Net Working Capital Adjustment as defined in the Purchase Agreement, was paid by Shift8 on the Closing Date. Included within the $4.1 million cash payment were amounts paid by Shift8 directly to creditors of the Seller as set forth in payoff letters. An additional $600,000 (the “Earn-out Amount”) was retained by Shift8 at the Closing and will be paid to Seller in accordance with the Purchase Agreement. An additional $100,000 (the “Holdback Amount”) was retained by Shift8 at the Closing and will be paid to Seller in accordance with the Purchase Agreement. Finally, $1,000,000 (the “Share Payment”) will be paid by Shift8 to Seller by issuance of restricted shares of the Company’s common stock to the Owners. The Share Payment will be made via the issuance of shares on the earlier of (i) the effective date of that certain Registration Statement on Form S-1 (File No. 333-258733) filed by the Company with the Securities and Exchange Commission on August 11, 2021 (in which case the stock will be valued at the price set forth in the prospectus that is a part of such Registration Statement, without underwriter discounts) and (ii) 180 days after December 31, 2021 (in which case the stock will be valued at the average of the last transaction price on the OTCQB for each of the 10 trading days immediately preceding such issuance date)

Acquistion (Details) - Schedule

Acquistion (Details) - Schedule of the preliminary allocation of the purchase price to the assets acquired - Skynet [Member] $ in Thousands	Dec. 31, 2020USD ($)
Acquistion (Details) - Schedule of the preliminary allocation of the purchase price to the assets acquired [Line Items]
Accounts receivable, net	$ 124
Inventory	8
Intangible assets and Goodwill	5,800
Property and Equipment, net	16
Operating lease right-of-use asset	45
Deposits and other assets	6
Total identifiable assets	5,999
Less: Liabilities assumed	199
Total Purchase price	$ 5,800

Acquistion (Details) - Schedu_2

Acquistion (Details) - Schedule of table summarizes the cost of intangible assets related to the acquisition $ in Thousands	Dec. 31, 2020USD ($)
Skynet [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 5,800
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (in Years)	7 years
Customer Relationships [Member] | Skynet [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 2,378
Trade Names and Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (in Years)	7 years
Trade Names and Trademarks [Member] | Skynet [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 1,624
Non-Compete Agreement [Member] | Skynet [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 174
Non-Compete Agreement [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (in Years)	2 years
Non-Compete Agreement [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (in Years)	3 years
Goodwill [Member] | Skynet [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 1,624

Acquistion (Details) - Schedu_3

Acquistion (Details) - Schedule of contains proforma consolidated - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Reported [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	$ 7,796	$ 4,878
Income (loss) from operations	(1,899)	(1,390)
Net income (loss)	$ (8,628)	$ (2,681)
Earnings (loss) per common share-Basic and Diluted (in Dollars per share)	$ (60)	$ (20)
Proforma [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	$ 9,338	$ 6,570
Income (loss) from operations	(1,654)	(1,052)
Net income (loss)	$ (8,381)	$ (2,191)
Earnings (loss) per common share-Basic and Diluted (in Dollars per share)	$ (60)	$ (20)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Mar. 07, 2022	Feb. 04, 2022	Feb. 28, 2022	Jan. 31, 2022
Subsequent Events (Details) [Line Items]
Acquisition costs				$ 276,000
Maturity date				Aug. 4, 2023
Total purchase price				$ 12,900,000
Equity purchase agreement				(i) $8.9 million in cash which includes payoff of certain indebtedness held at closing by Next Level and certain transaction expenses; (ii) unsecured promissory notes in the aggregate principal amount of $2 million issued by T3 to the Sellers (the “Unsecured Notes”) with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on June 15, 2022 through and including March 16, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%.The amount owed is subject to change based on certain revenue milestones needing to be met by Next Level; and (iii) unsecured convertible promissory notes (the “Convertible Notes”) in the aggregate principal amount of $2 million issued by T3 to the Sellers with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on April 30, 2022 through and including January 31, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%.
Working capital description				In addition, 120 days after the closing of the transaction, T3 will pay the Sellers the amount by which net working capital deficit is better than $2.16 million or the Sellers will pay T3 the amount by which net working capital deficit is worse than $2.36 million.
Costs associated				$ 845,000
Legal, regulatory, and accounting, expensed				578,000
Lease payment				$ 27,351
Weighted average price per share (in Dollars per share)				$ 10
Forecast [Member]
Subsequent Events (Details) [Line Items]
Secured loan		$ 10,000,000
Acquisition costs		10,000,000
Cash paid to Sellers		$ 8,900,000
Legal, regulatory, and accounting, expensed			$ 267,000
Promissory note outstanding	$ 175,000
Interest and prepayment penalty	30,000
Interest expense	$ 30,000
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Subsequent Events (Details) [Line Items]
Interest rate of LIBOR				1.50%
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Interest rate of LIBOR				12.00%

Subsequent Events (Details) - S

Subsequent Events (Details) - Schedule of purchase price to the assets acquired and liabilities assumed $ in Thousands	Jan. 31, 2022USD ($)
Schedule of purchase price to the assets acquired and liabilities assumed [Abstract]
Cash	$ 258
Accounts receivable, net	559
Prepaid and other current assets	525
Intangible assets and Goodwill	17,837
Property and Equipment, net	1,299
Deposits and other assets	414
Operating lease right-of-use asset	1,312
Total identifiable assets	22,204
Less: Liabilities assumed	7,822
Less: Operating lease liability	1,480
Total Purchase price	$ 12,902

Subsequent Events (Details) -_2

Subsequent Events (Details) - Schedule of cost of intangible assets $ in Thousands	6 Months Ended
	Jan. 31, 2022USD ($)
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Next Level Internet	$ 17,837
Customer Relationships [Member]
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Next Level Internet	$ 7,313
Useful Life	7 years
Non-Compete Agreement [Member]
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Next Level Internet	$ 1,963
Non-Compete Agreement [Member] | Minimum [Member]
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Useful Life	2 years
Non-Compete Agreement [Member] | Maximum [Member]
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Useful Life	3 years
Goodwill [Member]
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Next Level Internet	$ 3,567
Useful Life
Trade Names and Trademarks [Member]
Subsequent Events (Details) - Schedule of cost of intangible assets [Line Items]
Next Level Internet	$ 4,994
Useful Life	7 years

Subsequent Events (Details) -_3

Subsequent Events (Details) - Schedule of contains proforma consolidated results of operations - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Reported [Member]
Subsequent Events (Details) - Schedule of contains proforma consolidated results of operations [Line Items]
Revenue	$ 7,796	$ 4,878
Income (loss) from operations	(1,899)	(1,390)
Net income (loss)	$ (8,628)	$ (2,681)
Earnings (loss) per common share-Basic and Diluted (in Dollars per share)	$ (60)	$ (20)
Proforma [Member]
Subsequent Events (Details) - Schedule of contains proforma consolidated results of operations [Line Items]
Revenue	$ 15,128	$ 10,880
Income (loss) from operations	(1,539)	(1,511)
Net income (loss)	$ (8,284)	$ (2,826)
Earnings (loss) per common share-Basic and Diluted (in Dollars per share)	$ (60)	$ (20)