Motos America (MTAM) 10-K 8 May 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jul. 31, 2022	Apr. 26, 2023	Jan. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jul. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--07-31
Entity File Number	000-52879
Entity Registrant Name	MOTOS AMERICA INC
Entity Central Index Key	0001409175
Entity Tax Identification Number	39-2060052
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3131 W 2210 S
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84119
City Area Code	801
Local Phone Number	386 6700
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 1,135
Entity Common Stock, Shares Outstanding		7,069,017
Auditor Firm ID	6117
Auditor Name	Pinnacle Accountancy Group of Utah
Auditor Location	Farmington, Utah

BALANCE SHEET

BALANCE SHEET - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Current Assets
Cash	$ 1,088,837	$ 542
Accounts receivable	197,554	0
Inventories	4,228,853	0
Subscription receivable	20,000	0
Other current assets	48,093	0
Total Current Assets	5,583,337	542
Property and equipment, net	863,565	0
Intangible assets	625,000	0
Operating lease right of use assets	2,045,489	0
Goodwill	445,539	0
Total Assets	9,562,930	542
Current Liabilities
Accounts payable	407,390	85,956
Accrued liabilities and other liabilities	306,202	967,189
Convertible notes payable	1,520,000	0
Convertible notes payable, net - related parties	1,703,309	0
Vehicle floor plan notes payable	2,583,818	0
Due to related party	285,317	1,248,070
Operating lease liabilities - current	512,986	0
Working capital loans - current	75,725	0
Current tax liabilities	0	21,199
Total Current Liabilities	7,394,747	2,322,414
Operating lease liabilities - noncurrent	1,556,984	0
Working capital loans - noncurrent	261,421	0
Due to related party - noncurrent	50,000	0
Deferred tax	0	9,236
Total Liabilities	9,263,152	2,331,650
Stockholders' Equity (Deficit)
Common stock: 1,000,000,000 shares authorized; $0.001 par value, 2,782,458 and 1,978,958 shares issued and outstanding, respectively	2,783	1,979
Additional paid in capital	10,075,705	5,550,412
Accumulated other comprehensive loss	0	(216,274)
Accumulated deficit	(9,778,743)	(7,667,225)
Total Stockholders' Equity (Deficit)	299,778	(2,331,108)
Total Liabilities and Stockholders' Equity (Deficit)	9,562,930	542
Series A Preferred Stock [Member]
Stockholders' Equity (Deficit)
Series A preferred stock, $0.001 par value, 10,000,000 shares designated; 33,334 shares issued and outstanding	$ 33	$ 0

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Jul. 31, 2022	Jul. 31, 2021
Preferred Stock, Shares Authorized	30,000,000	30,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	33,334	0
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	2,782,458	1,978,958
Common Stock, Shares, Outstanding	2,782,458	1,978,958
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	33,334	33,334
Preferred Stock, Shares Outstanding	33,334	33,334

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Revenue
Finance and insurance	$ 20,178,233	$ 0
Total revenue	20,178,233	0
Cost of revenue	15,791,251	0
Gross profit	4,386,982	0
Operating expenses
Selling, general and administration	2,885,534	27,199
Professional fees	813,810	0
Payroll	2,841,641	0
Total operating expenses	6,540,985	27,199
Operating loss	(2,154,003)	(27,199)
Other income (expense)
Interest expense	(280,628)	0
Other income	498,935	0
Other expense	(175,822)	(1,523)
Total other income (expense)	42,485	(1,523)
Loss before provision for income taxes	(2,111,518)	(28,722)
Income tax expense	0	0
Net loss	(2,111,518)	(28,722)
Other comprehensive loss	0	(19,451)
Comprehensive loss	(2,111,518)	(48,173)
Vehicle Sales [Member]
Revenue
Finance and insurance	14,872,494	0
Total revenue	14,872,494	0
Parts Service And Accessories [Member]
Revenue
Finance and insurance	4,387,262	0
Total revenue	4,387,262	0
Finance And Insurance [Member]
Revenue
Finance and insurance	918,477	0
Total revenue	$ 918,477	$ 0

STATEMENT OF OPERATIONS (Parent

STATEMENT OF OPERATIONS (Parenthetical) - $ / shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.93)	$ (0.01)
Earnings Per Share, Diluted	$ (0.93)	$ (0.01)
Weighted Average Number of Shares Outstanding, Basic	2,278,885	1,978,958
Weighted Average Number of Shares Outstanding, Diluted	2,278,885	1,978,958

STATEMENT OF SHAREHOLDER EQUITY

STATEMENT OF SHAREHOLDER EQUITY - USD ($)	Preferred Stock Series A [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Comprehensive Income [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2020		$ 1,979	$ 5,550,412	$ (196,823)	$ (7,638,503)	$ (2,282,935)
Shares, Outstanding, Beginning Balance at Jul. 31, 2020	0	1,978,958
Effects of foreign currency adjustment				(19,451)		(19,451)
Net loss					(28,722)	(28,722)
Ending balance, value at Jul. 31, 2021		$ 1,979	5,550,412	(216,274)	(7,667,225)	(2,331,108)
Shares, Outstanding, Ending Balance at Jul. 31, 2021	0	1,978,958
Net loss					(2,111,518)	(2,111,518)
Preferred stock issued for settlement of debt and deconsolidation of subsidiary	$ 33		2,107,590	216,274		2,323,897
Stock Issued During Period, Shares, New Issues	33,334	753,500
Common stock issued for cash		$ 754	1,506,246			1,507,000
Common stock issued for exercise of warrant		$ 50	49,950			50,000
Common Stock Issued For Exercise Of Warrant Shares		50,000
Warrant issued with debts			291,583			291,583
Stock option vesting			63,522			63,522
Contribution to dealership			506,402			506,402
Ending balance, value at Jul. 31, 2022	$ 33	$ 2,783	$ 10,075,705		$ (9,778,743)	$ 299,778
Shares, Outstanding, Ending Balance at Jul. 31, 2022	33,334	2,782,458

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (2,111,518)	$ (28,722)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	105,861	0
Stock-based compensation	63,522	0
Amortization of debt discount	29,857	0
Impairment of inventories	349,870	0
Amortization of right-of-use assets	347,156	0
Changes in operating assets and liabilities:
Accounts receivable	(197,554)	0
Inventories	(1,697,003)	0
Other current assets	(46,315)	0
Accounts payable	407,390	2,498
Accrued liabilities and other liabilities	270,168	33,877
Operating lease liabilities	(322,675)	0
Increase in borrowings from vehicle floor plan notes payable	1,033,744	0
Due to related party	0	11,796
Net Cash provided by (used in) Operating Activities	(1,767,497)	19,449
Cash Flows from Investing Activities:
Purchase of property and equipment	(153,247)	0
Acquisition of dealerships	(2,784,073)	0
Net Cash used in Investing Activities	(2,937,320)	0
Cash Flows from Financing Activities:
Proceeds from private placement	1,487,000	0
Proceeds from exercise of warrant	50,000	0
Proceeds from convertible notes payable	1,520,000	0
Proceeds from convertible notes - related parties	1,965,000	0
Proceeds from related party	1,357,460	0
Repayments to related party	(1,029,896)	0
Repayments of working capital loans	(62,854)	0
Contribution to dealerships	506,402	0
Net Cash provided by Financing Activities	5,793,112	0
Effects on changes in foreign exchange rate	0	(19,451)
Net change in cash	1,088,295	(2)
Cash, beginning of year	542	544
Cash, end of year	1,088,837	542
Supplemental cash flow information:
Cash paid for interest	225,146	0
Cash paid for taxes	0	0
Supplemental disclosure of non-cash financing activity
Initial recognition of right-of-use assets	2,392,645	0
Change in control - debt forgiveness	2,107,590	0
Warrants issued with debt instruments	$ 291,583	$ 0

ORGANIZATION AND GOING CONCERN

ORGANIZATION AND GOING CONCERN	12 Months Ended
	Jul. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND GOING CONCERN	NOTE 1 – ORGANIZATION AND GOING CONCERN Organization The Company was incorporated under the laws of the State of Nevada on April 25, 2007 under the name “Contact Minerals Corp.,” and later changed its name to Weconnect Tech International, Inc. In November 2021 the Company filed Articles of Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.” The Company considers itself as a lifestyle company. The Company develops new open points, buys and operates BMW Motorcycle, Triumph Motorcycle and Ducati Motorcycle dealerships. It is the belief of the Company that these brands are not sold as practical transportation; instead, they are luxury items that buyers consume as part of a more extensive and exclusive lifestyle choice. The Company has acquired four dealerships and plans to acquire more existing dealerships and develop new “open point” dealerships. The Company’s business office is located at 510 South 200 West, Suite 110 Salt Lake City, Utah 84101. Change of Control On September 27, 2021, certain sellers of shares of our common stock, including our former sole executive officer and director, Shiong Han Wee (collectively, the “Seller”), and our current chief executive officer, Vance Harrison (the “Buyer”) entered into a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the Buyer agreed to purchase from the Sellers an aggregate of 1,454,943 shares of common stock of the Company (the “Common Shares”) and 33,334 shares of Series A Preferred Convertible Stock (the “Preferred Shares”). The Preferred Stock was issued to the Seller on September 24, 2021, as payment in full of all amounts owed by the Company ($2,323,897) and disposition of the subsidiary to the Seller. The transaction resulted in the Buyer having approximately 90% of the voting control. Reverse Stock Split and Corporation Actions On November 1, 2021, the Board of Directors of the Company authorized a 1-for-300 reverse stock split On November 17, 2021, the Company, filed with the Secretary of the State of Nevada Amended and Restated Articles of Incorporation. These Restated Articles changed the name of the Company to Motos America Inc., and the Reverse Stock Split. On December 14, 2021, the Company, filed with the Financial Industry Regulatory Authority (FINRA) and the Stock Split and corporate actions were effective as of June 16, 2022. As a result of the Reverse Split, the number of authorized shares of Common and Preferred Stock was unchanged. All share and per share information in these financial statements retroactively reflect this Reverse Split. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of July 31, 2022, the Company had an accumulated deficit of $ 9,778,743 2,111,518 These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jul. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Basis of Consolidation The consolidated financial statements include the accounts of Motos America Inc. and its wholly owned subsidiaries, collectively referred to as the “Company.” All inter-company balances and transactions are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of July 31, 2022 and 2021, the Company had cash of $ 1,088,837 542 Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, other current assets, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the lease term, if applicable. Following are the details of estimated useful lives and depreciation method: Schedule of estimated useful lives of assets Useful Life Depreciation method Furniture, fixtures and equipment 5 years Straight -line Machinery and shop equipment 7 years Straight -line Vehicles 5 -7 years Straight-line Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Impairments are recognized when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value of the asset. Costs of significant additions, renewals, and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. See Note 6 — Property and Equipment, Net for additional information on property and equipment. Business Combinations Business Combinations, Goodwill and Other Intangible Assets Intangible assets are classified into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, recoverability tests must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, impairment tests must be performed at least annually, or more frequently if events or circumstances indicate that an asset may be impaired. The Company has the option to perform a qualitative assessment of goodwill rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that this is the case, it must perform the impairment testing discussed above. Otherwise, the Company does not need to perform any further assessment. Leases The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in right-of-use assets, current portion lease liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company’s revenue consists primarily of pre-owned and wholesale vehicle sales. See Note 3 – Revenue for additional information on our significant accounting policies related to revenue recognition. Cost of Revenue Cost of vehicle sales includes the cost to acquire vehicles and the reconditioning and transportation costs associated with preparing the vehicles for resale. Reconditioning costs include parts, labor, overhead costs, and other vehicle repair expenses directly attributable to specific vehicles. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition. Cost of revenue also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Selling, General and Administrative Expenses Selling, general and administrative expenses include costs and expenses for compensation and benefits, advertising to consumers and dealers, development and operating our product procurement and distribution system, managing our logistics system, transportation cost associated with selling vehicles, establishing our dealer partner arrangements, and other corporate Stock-Based Compensation The Company recognizes compensation expense for stock options issued for services in accordance with ASC 718, “Compensation – Stock Compensation.” The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate. Advertising and Marketing Expenses Advertising and marketing costs are expensed as incurred and are included in sales and advertising expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Advertising and marketing expenses were $ 317,048 0 Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year. Net Loss per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the year ended July 31, 2022, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. There were no For the year ended July 31, 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share Shares Series A Preferred Stock 3,333,334 Series A Convertible Bonds 330,000 Series B Convertible Bonds 146,000 Series A Convertible Debenture 450,000 Warrants 300,000 Stock options 620,000 Total 5,179,334 Inventories Vehicle inventory is accounted for pursuant to ASC 330, Inventory All of the Company’s inventories consists of new and used vehicles, parts, accessories and apparel held for sale. Accounts Receivable Accounts receivable, which generally have thirty-day terms are recognized and carried at original invoice amount, less an allowance for uncollectible amounts, if applicable. The Company maintains an allowance for doubtful accounts at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by management based on collection experience and other factors affecting the accounts such as customer relationship and market factors. Subscription Receivable As of July 31, 2022, the Company had a subscription receivable from an employee for $ 20,000 10,000 Recently Issued Accounting Pronouncements Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments. In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” “Hedging—Contracts in Entity’s Own Equity,” The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

REVENUE

REVENUE	12 Months Ended
	Jul. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 3 - REVENUE Our revenue consists of new vehicle sales, retail and wholesale used vehicle sales, sales of finance and insurance products and sales of parts, service, accessories and apparel. New and Used Powersports Vehicles The Company sells new and used powersports vehicles, primarily motorcycles. The transaction price for a powersports vehicle sale is determined with the customer at the time of sale. Customers often trade in their own powersports vehicle to apply toward the purchase price of a retail new or used powersports vehicle. The trade-in powersports vehicle is a type of non-cash consideration measured at fair value, based on external and internal market data for a specific powersports vehicle, and applied as payment of the contract price for the purchased powersports vehicle. When the Company sells a new or used powersports vehicle, transfer of control typically occurs at the point in time of the delivery of the vehicle to the customer, which is generally at the time of sale. At that point in time the customer is able to direct the use of and obtain substantially all benefits from the powersports vehicle at. In many cases, the Company arranges third-party financing for the retail sale of powersports vehicles to customers, in exchange for a fee paid to the Company by a third-party financial institution. The Company receives payment directly from the customer at the time of sale or from a third-party financial institution within a short period of time following the sale (referred to as “contracts in transit”). The Company establishes provisions, which are not significant, for estimated returns and warranties on the basis of both historical information and current trends. Parts, Service and Accessories The Company sells parts and vehicle services related to customer-paid repairs and maintenance, repairs and maintenance under manufacturer warranties and extended service contracts, and to a much lesser extent, collision-related repairs. The Company also sells parts through retail counter channels, and to a much lesser extent, parts are wholesaled to other businesses. Each repair and maintenance service is a single performance transaction that includes both the parts and labor as well as shop supplies associated with the vehicle service. Payment for each vehicle service work is typically due upon completion of the service, which is generally completed within a short period from contract inception. The transaction price for repair and maintenance services is based on the parts used, the number of labor hours applied, and/or standardized hourly labor rates. The performance obligations for repair and maintenance service are satisfied over time and create an asset with no alternative use and with an enforceable right to payment for performance completed to date. Revenue is recognized over time based on a direct measurement of labor hours, parts and accessories that are allocated to open service and repair orders at the end of each reporting period. Repair orders that transit reporting periods are categorized as work-in-process. As a practical expedient, the time value of money is not considered since repair and maintenance service contracts have a duration of one year or less. The transaction price for wholesale and retail counter parts sales is determined at the time of sale based on the quantity and price of each product purchased. Payment is typically due at time of sale, or within a short period following the sale. The Company establishes provisions, which are not significant, for estimated parts returns based on historical information and current trends. The delivery method of wholesale and retail counter parts vary. The Company generally considers control of wholesale and retail counter parts to transfer when the products are shipped, which typically occurs the same day as or within a few days of sale. Finance and Insurance The Company sells and receives commissions on the following types of finance and insurance products: extended service contracts, maintenance programs, guaranteed auto protection, tire and wheel protection, and theft protection products, among others. The Company offers products that are sold and administered by independent third parties, including the vehicle manufacturers’ captive finance subsidiaries. Pursuant to the arrangements with these third-party providers, the Company sells the products on a commission basis. For the majority of finance and insurance product sales, the Company’s performance obligation is to arrange for the provision of goods and services by another party. The Company’s performance obligation is satisfied when this arrangement is made, which is when the finance and insurance product is delivered to the end customer, generally at the time of the vehicle sale. As an agent, the Company recognizes revenue in the amount of any fee or commission to which it expects to be entitled, which is the net amount of consideration that it retains after paying the third-party provider the consideration received in exchange for the goods or services to be fulfilled by that party. There are no significant judgements or estimates required in determining the satisfaction of the performance obligations or the transaction price allocated to the performance obligations. As revenue is recognized at a point-in-time, costs to obtain the customer (i.e. commissions, advertising and the like) do not require capitalization. Disaggregation of Revenue Current accounting standards require that companies disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company has included its revenues disaggregated in its consolidated statements of operations and comprehensive loss to satisfy this requirement. The Company‘s dealerships typically sell new BMW, Ducati, and Triumph motorcycles as well as a few smaller ancillary brands, as well as various brands of used motorcycles. The Company’s dealerships generate profit from: 1. Sales of new and used motorcycles 2. Sales of parts, service and accessories 3. Sales of finance and insurance (“F&I”) products incident to the purchase of the motorcycles The significant majority of the Company’s revenue is from contracts with customers.

INVENTORIES AND VEHICLE FLOOR P

INVENTORIES AND VEHICLE FLOOR PLAN FINANCING	12 Months Ended
	Jul. 31, 2022
Inventory Disclosure [Abstract]
INVENTORIES AND VEHICLE FLOOR PLAN FINANCING	NOTE 4 – INVENTORIES AND VEHICLE FLOOR PLAN FINANCING Inventory consists of the following as of July 31, 2022 and 2021: Schedule of inventory July 31, July 31, 2022 2021 New motorcycles $ 1,935,906 $ – Used motorcycles 1,053,005 – Parts 528,114 – Inventory in transit 248,820 – Tires 79,529 – Accessories 53,116 – Rider's apparel 276,468 – Other 53,895 – Total inventory $ 4,228,853 $ – During the year ended July 31, 2022, the Company recorded impairment loss of inventory of $ 349,870 Vehicle floor plan notes payable as of July 31, 2022 and 2021, was $ 2,583,818 0 Floor plan notes payable reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Changes in vehicle floor plan notes payable- trade are reported as operating cash flows in the accompanying Consolidated Statements of Cash Flows. New inventory costs are generally reduced by manufacturer holdbacks, incentives, floor plan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floor plan payables are reflective of the gross cost of the vehicle. The vehicle floor plan payables, as shown in the above table, will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability. Vehicle floor plan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within several business days after the related vehicles are sold. Vehicle floor plan facilities are primarily collateralized by vehicle inventories and related receivables. New and used vehicle floor plan facilities generally utilize, US Prime Rate, Secured Overnight Financing Rate (“SOFR”), or Average Daily Balance (“ADB”)-based interest rates, which generally ranged between 7% and 15% as of July 31, 2022. The aggregate capacity to finance our inventory under the new and used vehicle floor plan facilities was $ 5,525,000 Inventory serves as collateral under floor plan notes payable borrowings.

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Jul. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	NOTE 5 - ACQUISITIONS Effective March 1, 2022 the Company consummated the purchase of 100% of the membership interests in two Oregon LLCs: Cascade Moto Eugene, LLC and Cascade Moto Portland. These two Oregon LLCs were purchased by the Company’s CEO on August 15, 2021. The Company and two Oregon LLCs were under common control since August 15, 2021. Under ASC 805-50, Related Issues, the consolidated financial statements incorporate the Oregon LLCs financial results and financial information for all periods presented, at their historical carrying amounts. The assets, liabilities, and the results of the Oregon LLCs have been included in the historical results since August 15, 2021. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the Acquisition Date: Summary of fair value of consideration paid Fair Value of Consideration: Cash $ 2,113,530 Working capital loan 300,000 Floor plan notes payable 1,124,622 Total purchase price $ 3,538,152 The following table summarizes the identifiable assets acquired assumed upon acquisition of the Oregon LLCs and the calculation of goodwill on acquisition date: Summary of identifiable assets acquired Total purchase price $ 3,538,152 Inventory 2,252,625 Property and equipment 566,179 Intangibles 475,000 Other assets 1,778 Other liability (27,969 ) Goodwill $ 270,539 Effective March 14, 2022 the Company consummated the purchase of the assets of Bloodworth Motorsports, Inc, a Tennessee corporation. These assets constitute the BMW and Ducati Motorcycle dealership located in Nashville, TN. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the Acquisition Date: Summary of fair value of consideration paid Cash $ 670,543 Working capital loan 100,000 Floor plan notes payable 425,452 Total purchase price $ 1,195,995 The following table summarizes the identifiable assets acquired assumed upon acquisition of subsidiary and the calculation of goodwill on acquisition date: Summary of identifiable assets acquired Total purchase price $ 1,195,995 Inventory 629,095 Property and equipment 250,000 Intangibles 150,000 Other liability (8,100 ) Goodwill $ 175,000 We recognized the assets and liabilities for these acquisitions based on our estimates of their acquisition date fair values. Based on the allocation of the fair value of the acquisition price, goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. From the date of acquisition until July 31, 2022, the acquired business contributed revenues of approximately $ 20,178,000 1,780,000

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Jul. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 6 – PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of July 31, 2022: Schedule of property and equipment Furniture and fixture $ 275,934 Machinery and shop equipment 498,597 Vehicles 194,895 969,426 Accumulated depreciation (105,861 ) Property and equipment, net of accumulated depreciation $ 863,565 Depreciation expense for the year ended July 31, 2022 and 2021 was $ 105,861 0 During the years ended July 31, 2022 and 2021, the Company acquired property and equipment from acquisition of $ 816,179 0 153,247 0

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Jul. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 7 – INTANGIBLE ASSETS During the year ended July 31, 2022, the Company acquired identifiable intangible assets totaling $ 625,000 No instances of impairment were identified for the year ending July 2022.

GOODWILL

GOODWILL	12 Months Ended
	Jul. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	NOTE 8 - GOODWILL During the year ended July 31, 2022, the Company acquired powersports dealerships and recognized goodwill of $ 445,539 No

EQUITY

EQUITY	12 Months Ended
	Jul. 31, 2022
Equity [Abstract]
EQUITY	NOTE 9 – EQUITY Authorized On November 18, 2021, the Company filed Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Nevada to authorize one billion ( 1,000,000,000 0.001 30,000,000 0.001 Preferred Stock The Company has designated one series of preferred stock, which is known as the Series A Preferred Stock (the “Series A Preferred”). The Board has authorized the issuance of 10,000,000 Dividends Liquidation Preference Voting Rights Voluntary Conversion Rights Mandatory Conversion Right On September 24, 2021, the Company issued 33,334 344,835 2,323,897 As of July 31, 2022 and 2021, 33,334 0 Common Stock The Company has authorized 1,000,000,000 During the year ended July 31, 2022, the Company issued 803,500 shares of common stock as follows: · On October 18, 2021, the Company announced a private placement (i) 1,250,000 shares of common stock at price of $2.00 per share, (ii) warrants to purchase 1,000,000 shares of common stock (iii) Series A and B Convertible Bonds to purchase 1,000,000 shares of common stock and (iv) Series A Convertible Debentures to purchase 900,000 shares of common stock. The total offering was $9,500,100. · Pursuant to the October 18, 2021 private offering, the Company issued 753,500 1,487,000 20,000 · 50,000 50,000 As of July 31, 2022 and 2021, the Company had 2,782,458 1,978,958 Stock Options During the year ended July 31, 2022, the Company granted 625,000 stock options valued at $649,174 to the Company’s employees under individual employment agreements. The option vest on various schedules, ranging from 20% - 33% per year (3 – 5 years) based on individualized performance and longevity standards. During the year ended July 31, 2022, the Company recognized stock-based compensation expense of $ 63,522 200,000 The following is a summary of stock option activity during the year ended July 31, 2022: Schedule of options outstanding and exercisable WAEP WAL Stock options Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of July 31, 2021 – $ – – Grants 625,000 1.24 8.01 Exercised – – – Expiry – – – Balance as of July 31, 2022 625,000 $ 1.24 7.76 Exercisable as of July 31, 2022 5,000 $ 3.33 7.51 The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions, during the year ended July 31, 2022: Schedule of assumptions Expected term 3.00 - 5 years Expected average volatility 68 80 Expected dividend yield – Risk-free interest rate 1.56 2.88 Warrants Pursuant to a private placement offering, the Company issued thirty-five (35) Series A Warrants for $35, to related parties, which were assigned a fair value of $291,548 and were recorded as debt discounts to convertible notes payable. The debt discount is amortized over the term of convertible notes payable. These Warrants were issued in conjunction with additional debt investments made by the recipients. Each Series A Warrant is for the purchase of 10,000 shares of common stock, which may be exercised for a period of 24 months beginning January 1, 2022 and ending December 31, 2023 at a strike price of $1.00 per share and the next period of 12 months beginning January 1, 2024 and ending December 31, 2024 at price of $2.00 per share. Unexercised warrants shall expire on January 1, 2025. All warrants issued were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. Schedule of warrant assumptions July 31, 2022 Exercise price $ 1.00 2.00 Expected term 2 years Expected average volatility 73 83 Expected dividend yield – Risk-free interest rate 0.53 % - 2.47 A summary of warrant activity during the year ended July 31, 2022 is as follows: Schedule of warrant activity Warrants Outstanding Number of Weighted Average Weighted Average Remaining Contractual Life warrants Exercise Price (in years) Outstanding, July 31, 2021 – $ – – Granted 350,000 1.00 2.00 Exercised (50,000 ) 1.00 – Forfeited/canceled – – – Outstanding, July 31, 2022 300,000 $ 1.00 1.48 Exercisable, July 31, 2022 300,000 $ 1.00 1.48 The intrinsic value of the warrants as of July 31, 2022, is $ 300,000

WORKING CAPITAL LOANS

WORKING CAPITAL LOANS	12 Months Ended
	Jul. 31, 2022
Debt Disclosure [Abstract]
WORKING CAPITAL LOANS	NOTE 10 – WORKING CAPITAL LOANS On September 16, 2022, the Company borrowed working capital loans of $ 100,000 300,000 During the year ended July 31, 2022, the Company repaid principal amount of $ 62,854 11,016 75,725 261,421 Future maturities at July 31, 2022 were as follows: Schedule of maturities of debt 2023 $ 75,725 2024 88,644 2025 88,644 2026 84,133 Thereafter – Total long term debt $ 337,146

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Jul. 31, 2022
Convertible Notes Payable
CONVERTIBLE NOTES PAYABLE	NOTE 11 – CONVERTIBLE NOTES PAYABLE During the year ended July 31, 2022, the Company issued convertible notes payable of $1,520,000, as follows: Schedule of convertible notes payable Series A Convertible Bonds $ 930,000 Series B Convertible Bonds 90,000 Series A Convertible Debentures 500,000 Total convertible notes payable $ 1,520,000 During the year ended July 31, 2022, the Company issued convertible notes payable to related parties of $1,965,000 as follows: Schedule of related party convertible notes Series A Convertible Bonds $ 690,000 Series B Convertible Bonds 275,000 Series A Convertible Debentures 1,000,000 Total convertible notes payable, related parties 1,965,000 Debt discount from warrant issued (261,691 ) Net convertible notes payable, related parties $ 1,703,309 During the year ended July 31, 2022, the Company recorded interest expense of $ 166,627 99,619 29,857 141,004 83,561 25,623 16,058 Series A Convertible Bonds Series A Convertible Bonds (“A-Bonds”) are $ 1,000 6 Series B Convertible Bonds Series B Convertible Bonds (“B-Bonds”) are $ 1,000 18 Series A Convertible Debentures Series A Convertible Debentures (“A-Debentures”) are $ 500,000 10

LEASE

LEASE	12 Months Ended
	Jul. 31, 2022
Leases [Abstract]
LEASE	NOTE 12 - LEASE In August 2021, the Company took over a lease arrangement, which the original lease agreement was dated on July 20, 2021, by acquisition of dealership in Eugene Oregon. The lease expires on December 31, 2025 and monthly rent is $16,108 in 2021. The Calendar year 2022, rent shall be $16,913.40 per month, Calendar year 2023, rent shall be $17,759.07 per month, Calendar year 2024, rent shall be $18,647.02 per month, and Calendar year 2025, rent shall be $19,579.37 per month. In August, 2021, the Company took over a lease arrangement, which the original lease agreement was dated on August 24, 2020, by acquisition of dealership in Eugene Oregon. The lease continued for a period of 65 months and monthly rent is $18,626.56 from October 1, 2020 to September 30, 2021, $19,185.36 from October 1, 2021 to September 30, 2022, $19,760.92 from October 1, 2022 to September 30, 2023, $20,353.75 from October 1, 2023 to September 30, 2024, $20,964.36 from October 1, 2024 to September 30, 2025, $21,593.29 from October 1, 2025 to September 30, 2026. The Company has a security deposit in the amount of $21,992.34. On March 15, 2022, the Company entered into a lease arrangement as the tenant of a dealership in Nashville Tennessee. The lease began on March 15, 2022 and is to be continued for a period of 60 months. Base rent is $10,000 for years one and two of the Lease. At the beginning of the Third Lease Year the rent will be increased by the cost of living increase comparing the end of the Second Lease Year to the first day of the First Lease Year using the then current CPI Index for All Urban Consumers published by the U.S. Government. Once established the Base Rent shall remain the same for years three, four and five. As of July 31, 2022 and 2021, the Company recognized operating lease right-of use assets and lease liabilities, which had balances as follows: Schedule of operating lease assets and liabilities July 31, July 31, 2022 2021 Operating lease ROU asset $ 2,045,489 $ – July 31, July 31, 2022 2021 Operating lease liabilities: Current portion $ 512,986 $ – Non-current portion 1,556,984 – $ 2,069,970 $ – The following summarizes right-of use asset and lease information about the Company’s operating lease as of July 31, 2022: Lease cost: Operating lease cost $ 385,448 Other information: Cash paid for operating cash flows from operating leases $ 360,969 Right-of-use assets obtained in exchange for new operating lease liability $ 2,392,645 Weighted-average remaining lease term — operating leases (year) 3.76 Weighted-average discount rate — operating leases 2.89% Future minimum lease payments under the operating lease liability has non-cancelable lease payments at July 31, 2022 as follows: Year Ended July 31, Total 2023 $ 564,860 2024 582,384 2025 600,642 2026 367,792 2027 70,000 Thereafter – Total lease liability $ 2,185,678

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Jul. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 13 – RELATED PARTY TRANSACTIONS Put Option On December 31, 2021, the Company issued to our CEO, a put option to sell or put up to 200,000 Due to Related Party During the year ended July 31, 2022, the Company entered into a line of credit agreement with its CEO for up to $ 1,000,000 is unsecured and bears 3 1,357,460 1,029,896 335,317 As of July 31, 2021, he Company was obligated to the former management of $ 1,248,070

INCOME TAXES

INCOME TAXES	12 Months Ended
	Jul. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 14 – INCOME TAXES The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the federal statutory rate of 21% to the income tax amount recorded as of July 31, 2022 and 2021 are as follows: Reconcilation of income tax July 31, 2022 July 31, 2021 Net operating carryforward $ (2,111,518 ) $ (7,667,225 ) Effective tax rate 21% 21% Tax benefit of net operating loss carryforward 443,419 1,610,117 (94,346 ) – Valuation allowance (349,073 ) (1,610,117 ) Deferred income tax assets $ – $ – Deferred tax assets consist of the following components as of July 31, 2022 and 2021: Schedule of deferred tax assets July 31, July 31, 2022 2021 Deferred tax assets Net operating loss carryover $ 349,073 $ 1,610,117 Increase in valuation allowance (349,073 ) (1,610,117 ) Net deferred tax asset $ – $ – The net operating losses (“NOLs”) carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company experienced a change in control for tax purposes in September 2021. Due to change of control, the Company estimates not being able to carryover approximately $1,600,000 of NOL generated before September 2021 to offset future income. At July 31, 2022, the Company had approximately $ 1,662,000

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK	12 Months Ended
	Jul. 31, 2022
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK	NOTE 15 – CONCENTRATION OF CREDIT RISK Interest rate Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its vehicle floor plan financing due to fluctuations in interest rates. The Company manages interest rate risk by seeking financing terms in individual arrangements that are most advantageous taking into account all relevant factors, including credit margin, term and basis. The risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company. Vendor concentration For the year ended July 31, 2022, the Company is heavily dependent on vendor concentrations and vehicle floor plans through our dealer relationships with BMW, Ducati and Triumph.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Jul. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 16 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these financial statements were issued. Subsequent to July 31, 2022, the Company issued debt as follows: · 14% interest note payable of $3,500,000 with due on October 1, 2024. · 10% interest note payable of $1,000,000 with due on December 1, 2024. · Series A convertible bond of $30,000. · 5.5% interest Series C Convertible Bonds of $20,000. · 6% internet Series D Convertible Bonds of $25,000. Subsequent to July 31, 2022, the Company issued common stock as follow: · 932,125 shares of common stock for conversion of debt of $3,530,000. · 3,333,334 shares of common stock for conversion of 33,334 shares of preferred stock. · 31,500 shares of common stock for $31,500.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jul. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The consolidated financial statements and related disclosures have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Basis of Consolidation	Basis of Consolidation The consolidated financial statements include the accounts of Motos America Inc. and its wholly owned subsidiaries, collectively referred to as the “Company.” All inter-company balances and transactions are eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of July 31, 2022 and 2021, the Company had cash of $ 1,088,837 542
Financial Instruments	Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, other current assets, accounts payable, and accrued liabilities approximate fair value due to their short-term nature.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the lease term, if applicable. Following are the details of estimated useful lives and depreciation method: Schedule of estimated useful lives of assets Useful Life Depreciation method Furniture, fixtures and equipment 5 years Straight -line Machinery and shop equipment 7 years Straight -line Vehicles 5 -7 years Straight-line Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Impairments are recognized when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value of the asset. Costs of significant additions, renewals, and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. See Note 6 — Property and Equipment, Net for additional information on property and equipment.
Business Combinations	Business Combinations Business Combinations,
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Intangible assets are classified into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, recoverability tests must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, impairment tests must be performed at least annually, or more frequently if events or circumstances indicate that an asset may be impaired. The Company has the option to perform a qualitative assessment of goodwill rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that this is the case, it must perform the impairment testing discussed above. Otherwise, the Company does not need to perform any further assessment.
Leases	Leases The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in right-of-use assets, current portion lease liabilities, and operating lease liabilities on the accompanying consolidated balance sheets.
Revenue Recognition	Revenue Recognition The Company accounts for revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company’s revenue consists primarily of pre-owned and wholesale vehicle sales. See Note 3 – Revenue for additional information on our significant accounting policies related to revenue recognition.
Cost of Revenue	Cost of Revenue Cost of vehicle sales includes the cost to acquire vehicles and the reconditioning and transportation costs associated with preparing the vehicles for resale. Reconditioning costs include parts, labor, overhead costs, and other vehicle repair expenses directly attributable to specific vehicles. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition. Cost of revenue also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value.
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses Selling, general and administrative expenses include costs and expenses for compensation and benefits, advertising to consumers and dealers, development and operating our product procurement and distribution system, managing our logistics system, transportation cost associated with selling vehicles, establishing our dealer partner arrangements, and other corporate
Stock-Based Compensation	Stock-Based Compensation The Company recognizes compensation expense for stock options issued for services in accordance with ASC 718, “Compensation – Stock Compensation.” The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.
Advertising and Marketing Expenses	Advertising and Marketing Expenses Advertising and marketing costs are expensed as incurred and are included in sales and advertising expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Advertising and marketing expenses were $ 317,048 0
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the year ended July 31, 2022, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. There were no For the year ended July 31, 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share Shares Series A Preferred Stock 3,333,334 Series A Convertible Bonds 330,000 Series B Convertible Bonds 146,000 Series A Convertible Debenture 450,000 Warrants 300,000 Stock options 620,000 Total 5,179,334
Inventories	Inventories Vehicle inventory is accounted for pursuant to ASC 330, Inventory All of the Company’s inventories consists of new and used vehicles, parts, accessories and apparel held for sale.
Accounts Receivable	Accounts Receivable Accounts receivable, which generally have thirty-day terms are recognized and carried at original invoice amount, less an allowance for uncollectible amounts, if applicable. The Company maintains an allowance for doubtful accounts at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by management based on collection experience and other factors affecting the accounts such as customer relationship and market factors.
Subscription Receivable	Subscription Receivable As of July 31, 2022, the Company had a subscription receivable from an employee for $ 20,000 10,000
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments. In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” “Hedging—Contracts in Entity’s Own Equity,” The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Jul. 31, 2022
Accounting Policies [Abstract]
Schedule of estimated useful lives of assets	Schedule of estimated useful lives of assets Useful Life Depreciation method Furniture, fixtures and equipment 5 years Straight -line Machinery and shop equipment 7 years Straight -line Vehicles 5 -7 years Straight-line
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share	Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share Shares Series A Preferred Stock 3,333,334 Series A Convertible Bonds 330,000 Series B Convertible Bonds 146,000 Series A Convertible Debenture 450,000 Warrants 300,000 Stock options 620,000 Total 5,179,334

INVENTORIES AND VEHICLE FLOOR_2

INVENTORIES AND VEHICLE FLOOR PLAN FINANCING (Tables)	12 Months Ended
	Jul. 31, 2022
Inventory Disclosure [Abstract]
Schedule of inventory	Schedule of inventory July 31, July 31, 2022 2021 New motorcycles $ 1,935,906 $ – Used motorcycles 1,053,005 – Parts 528,114 – Inventory in transit 248,820 – Tires 79,529 – Accessories 53,116 – Rider's apparel 276,468 – Other 53,895 – Total inventory $ 4,228,853 $ –

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	12 Months Ended
	Jul. 31, 2022
Business Acquisition [Line Items]
Summary of identifiable assets acquired	Summary of identifiable assets acquired Total purchase price $ 1,195,995 Inventory 629,095 Property and equipment 250,000 Intangibles 150,000 Other liability (8,100 ) Goodwill $ 175,000
Two Oregon Llcs [Member]
Business Acquisition [Line Items]
Summary of fair value of consideration paid	The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the Acquisition Date: Summary of fair value of consideration paid Fair Value of Consideration: Cash $ 2,113,530 Working capital loan 300,000 Floor plan notes payable 1,124,622 Total purchase price $ 3,538,152
Summary of identifiable assets acquired	Summary of identifiable assets acquired Total purchase price $ 3,538,152 Inventory 2,252,625 Property and equipment 566,179 Intangibles 475,000 Other assets 1,778 Other liability (27,969 ) Goodwill $ 270,539
Bloodworth Motorsports [Member]
Business Acquisition [Line Items]
Summary of fair value of consideration paid	The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the Acquisition Date: Summary of fair value of consideration paid Cash $ 670,543 Working capital loan 100,000 Floor plan notes payable 425,452 Total purchase price $ 1,195,995
Summary of identifiable assets acquired

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Jul. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment Furniture and fixture $ 275,934 Machinery and shop equipment 498,597 Vehicles 194,895 969,426 Accumulated depreciation (105,861 ) Property and equipment, net of accumulated depreciation $ 863,565

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Jul. 31, 2022
Equity [Abstract]
Schedule of options outstanding and exercisable	Schedule of options outstanding and exercisable WAEP WAL Stock options Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of July 31, 2021 – $ – – Grants 625,000 1.24 8.01 Exercised – – – Expiry – – – Balance as of July 31, 2022 625,000 $ 1.24 7.76 Exercisable as of July 31, 2022 5,000 $ 3.33 7.51
Schedule of assumptions	Schedule of assumptions Expected term 3.00 - 5 years Expected average volatility 68 80 Expected dividend yield – Risk-free interest rate 1.56 2.88
Schedule of warrant assumptions	Schedule of warrant assumptions July 31, 2022 Exercise price $ 1.00 2.00 Expected term 2 years Expected average volatility 73 83 Expected dividend yield – Risk-free interest rate 0.53 % - 2.47
Schedule of warrant activity	Schedule of warrant activity Warrants Outstanding Number of Weighted Average Weighted Average Remaining Contractual Life warrants Exercise Price (in years) Outstanding, July 31, 2021 – $ – – Granted 350,000 1.00 2.00 Exercised (50,000 ) 1.00 – Forfeited/canceled – – – Outstanding, July 31, 2022 300,000 $ 1.00 1.48 Exercisable, July 31, 2022 300,000 $ 1.00 1.48

WORKING CAPITAL LOANS (Tables)

WORKING CAPITAL LOANS (Tables)	12 Months Ended
	Jul. 31, 2022
Debt Disclosure [Abstract]
Schedule of maturities of debt	Schedule of maturities of debt 2023 $ 75,725 2024 88,644 2025 88,644 2026 84,133 Thereafter – Total long term debt $ 337,146

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	12 Months Ended
	Jul. 31, 2022
Convertible Notes Payable
Schedule of convertible notes payable	Schedule of convertible notes payable Series A Convertible Bonds $ 930,000 Series B Convertible Bonds 90,000 Series A Convertible Debentures 500,000 Total convertible notes payable $ 1,520,000
Schedule of related party convertible notes	Schedule of related party convertible notes Series A Convertible Bonds $ 690,000 Series B Convertible Bonds 275,000 Series A Convertible Debentures 1,000,000 Total convertible notes payable, related parties 1,965,000 Debt discount from warrant issued (261,691 ) Net convertible notes payable, related parties $ 1,703,309

LEASE (Tables)

LEASE (Tables)	12 Months Ended
	Jul. 31, 2022
Leases [Abstract]
Schedule of operating lease assets and liabilities	Schedule of operating lease assets and liabilities July 31, July 31, 2022 2021 Operating lease ROU asset $ 2,045,489 $ – July 31, July 31, 2022 2021 Operating lease liabilities: Current portion $ 512,986 $ – Non-current portion 1,556,984 – $ 2,069,970 $ –
Lease cost:	Lease cost: Operating lease cost $ 385,448 Other information: Cash paid for operating cash flows from operating leases $ 360,969 Right-of-use assets obtained in exchange for new operating lease liability $ 2,392,645 Weighted-average remaining lease term — operating leases (year) 3.76 Weighted-average discount rate — operating leases 2.89%
LEASE (Details - Future lease payments)	Year Ended July 31, Total 2023 $ 564,860 2024 582,384 2025 600,642 2026 367,792 2027 70,000 Thereafter – Total lease liability $ 2,185,678

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Jul. 31, 2022
Income Tax Disclosure [Abstract]
Reconcilation of income tax	Reconcilation of income tax July 31, 2022 July 31, 2021 Net operating carryforward $ (2,111,518 ) $ (7,667,225 ) Effective tax rate 21% 21% Tax benefit of net operating loss carryforward 443,419 1,610,117 (94,346 ) – Valuation allowance (349,073 ) (1,610,117 ) Deferred income tax assets $ – $ –
Schedule of deferred tax assets	Schedule of deferred tax assets July 31, July 31, 2022 2021 Deferred tax assets Net operating loss carryover $ 349,073 $ 1,610,117 Increase in valuation allowance (349,073 ) (1,610,117 ) Net deferred tax asset $ – $ –

ORGANIZATION AND GOING CONCERN

ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($)		12 Months Ended
	Nov. 02, 2021	Jul. 31, 2022	Jul. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stockholders' Equity, Reverse Stock Split	1-for-300 reverse stock split
Retained Earnings (Accumulated Deficit)		$ 9,778,743	$ 7,667,225
Net Income (Loss) Attributable to Parent		$ 2,111,518	$ 28,722

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated Useful Lives)	12 Months Ended
	Jul. 31, 2022
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
[custom:PropertyPlantAndEquipmentDepreciationMethods1]	Straight -line
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
[custom:PropertyPlantAndEquipmentDepreciationMethods1]	Straight -line
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 -7 years
[custom:PropertyPlantAndEquipmentDepreciationMethods1]	Straight-line

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive Shares) - shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,179,334	0
Preferred Stock Series A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,333,334
Convertible Bond Series A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	330,000
Convertible Bond Series B [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	146,000
Convertible Debenture Series A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	450,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	300,000
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	620,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Accounting Policies [Abstract]
Cash	$ 1,088,837	$ 542
Marketing and Advertising Expense	$ 317,048	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,179,334	0
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	$ 20,000
Common Stock, Shares Subscribed but Unissued	10,000

INVENTORIES AND VEHICLE FLOOR_3

INVENTORIES AND VEHICLE FLOOR PLAN FINANCING (Details - Inventory) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Inventory [Line Items]
Total inventory	$ 4,228,853	$ 0
New Motorcyles [Member]
Inventory [Line Items]
Total inventory	1,935,906	0
Used Motorcycles [Member]
Inventory [Line Items]
Total inventory	1,053,005	0
Parts [Member]
Inventory [Line Items]
Total inventory	528,114	0
Inventory In Transit [Member]
Inventory [Line Items]
Total inventory	248,820	0
Tires [Member]
Inventory [Line Items]
Total inventory	79,529	0
Accessories [Member]
Inventory [Line Items]
Total inventory	53,116	0
Riders Apparel [Member]
Inventory [Line Items]
Total inventory	276,468	0
Other Inventory [Member]
Inventory [Line Items]
Total inventory	$ 53,895	$ 0

INVENTORIES AND VEHICLE FLOOR_4

INVENTORIES AND VEHICLE FLOOR PLAN FINANCING (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Inventory Disclosure [Abstract]
Asset Impairment Charges	$ 349,870	$ 0
Vehicle Floor Plan Notes Payable	2,583,818	$ 0
Aggregate Capacity To Finance Inventory	$ 5,525,000

Summary of fair value of consid

Summary of fair value of consideration paid (Details) - USD ($)		7 Months Ended
	Mar. 14, 2022	Mar. 02, 2022
Two Oregon Llcs [Member]
Fair Value of Consideration:
Cash		$ 2,113,530
Working capital loan		300,000
Floor plan notes payable		1,124,622
Total purchase price		$ 3,538,152
Bloodworth Motorsports [Member]
Fair Value of Consideration:
Cash	$ 670,543
Working capital loan	100,000
Floor plan notes payable	425,452
Total purchase price	$ 1,195,995

Summary of identifiable assets

Summary of identifiable assets acquired (Details) - USD ($)	Jul. 31, 2022	Mar. 01, 2022	Jul. 31, 2021
Business Acquisition [Line Items]
Property and equipment	$ 816,179		$ 0
Goodwill	$ 445,539		$ 0
Two Oregon Llcs [Member]
Business Acquisition [Line Items]
Total purchase price		$ 3,538,152
Inventory		2,252,625
Property and equipment		566,179
Intangibles		475,000
Other assets		1,778
Other liability		(27,969)
Goodwill		$ 270,539

ACQUISITIONS (Details - Bloodwo

ACQUISITIONS (Details - Bloodworth acquisition) - USD ($)	Jul. 31, 2022	Mar. 14, 2022	Jul. 31, 2021
Business Acquisition [Line Items]
Property and equipment	$ 816,179		$ 0
Goodwill	$ 445,539		$ 0
Bloodworth Motorsports [Member]
Business Acquisition [Line Items]
Total purchase price		$ 1,195,995
Inventory		629,095
Property and equipment		250,000
Intangibles		150,000
Other liability		(8,100)
Goodwill		$ 175,000

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative)	5 Months Ended
	Jul. 31, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized	$ 20,178,000
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized	$ 1,780,000

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details-Property and equipment) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 969,426
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(105,861)
Property, Plant and Equipment, Net	863,565	$ 0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	275,934
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	498,597
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 194,895

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 105,861	$ 0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	816,179	0
Payments to Acquire Property, Plant, and Equipment	$ 153,247	$ 0

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative)	12 Months Ended
	Jul. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets Acquired	$ 625,000

GOODWILL (Details Narrative)

GOODWILL (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 445,539	$ 0
Impairment loss on intangible assets	$ 0

EQUITY (Details - option activi

EQUITY (Details - option activity) - $ / shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining contractual term, exercisable at the end of period	7 years 6 months 3 days
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding, Beginning	0
Weighted Average Exercise Price Outstanding, Beginning	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	7 years 9 months 3 days
Number of Options Granted	625,000
Weighted Average Exercise Price Grants in Period	$ 1.24
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm]	8 years 3 days
Number of options exercised	0
Weighted Average Exercise Price Exercised in Period	$ 0
Number of Options Expired	0
Weighted Average Exercise Price Expired in Period	$ 0
Number of Options Outstanding, End of Period	625,000	0
Weighted Average Exercise Price Outstanding, End of Period	$ 1.24	$ 0
Number of Options Exercisable	5,000
Weighted Average Exercise Price Exercisable, End of Period	$ 3.33

EQUITY (Details - Options assum

EQUITY (Details - Options assumptions) - Equity Option [Member]	12 Months Ended
	Jul. 31, 2022 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Simplified Method	3.00 - 5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	68%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Payments	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	1.56%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	2.88%

EQUITY (Details - Warrant assum

EQUITY (Details - Warrant assumptions) - Warrant [Member]	12 Months Ended
	Jul. 31, 2022 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Minimum	$ 1
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Maximum	$ 2
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Simplified Method	2 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	73%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	83%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Expected Dividend | $	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.53%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	2.47%

EQUITY (Details - Warrants Outs

EQUITY (Details - Warrants Outstanding) - Warrant [Member] - $ / shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, beginning balance	0
Weighted price, beginning balance	$ 0
Weighted average remaining contractual term, beginning of period	1 year 5 months 23 days
Stock Warrant shares granted	350,000
Weighted price, warrants granted	$ 1
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardWarrantsGrantedWeightedAverageRemainingContractualTerm]	2 years
Stock Warrant shares exercised	(50,000)
Weighted price, warrants exercised	$ 1
Stock Warrant shares forfeited/canceled	0
Weighted price, warrants exercised	$ 0
Warrants outstanding, beginning balance	300,000	0
Weighted price, beginning balance	$ 1	$ 0
Warrants exercisable	300,000
Weighted price, warrants exercisable	$ 1
Weighted average remaining contractual term, exercisable at the end of period	1 year 5 months 23 days

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	10 Months Ended	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2022	Nov. 18, 2021	Oct. 18, 2021	Jul. 31, 2021
Class of Stock [Line Items]
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000	1,000,000,000		1,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Preferred Stock, Shares Authorized	30,000,000	30,000,000			30,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001			$ 0.001
Stock Issued During Period, Value, New Issues		$ 1,507,000
Preferred Stock Issued For Settlement Of Debt And Deconsolidation Of Subsidiary	$ 2,323,897
Preferred Stock, Shares Issued	33,334	33,334			0
Subscription Receivable	$ 20,000	$ 20,000		$ 20,000	$ 0
Common Stock Issued For Exercise Of Warrant Value		$ 50,000
Common Stock, Shares, Issued	2,782,458	2,782,458			1,978,958
Stock-based compensation expense		$ 63,522
Intrinsic value of options outstanding	$ 200,000	200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested	$ 300,000	$ 300,000
Preferred Stock Series A [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	33,334	33,334
Stock Issued During Period, Value, New Issues	$ 344,835
Common Stock Issued For Exercise Of Warrant Value
Preferred Stock Series A [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized			30,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	10,000,000	10,000,000			10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001			$ 0.001
Preferred Stock, Shares Issued	33,334	33,334			33,334
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		753,500
Stock Issued During Period, Value, New Issues		$ 1,487,000
Common Stock Issued For Exercise Of Warrant Shares		50,000
Common Stock Issued For Exercise Of Warrant Value		$ 50,000

WORKING CAPITAL LOANS (Details

WORKING CAPITAL LOANS (Details - Loan maturity)	Jul. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 75,725
2024	88,644
2025	88,644
2026	84,133
Thereafter	0
Total long term debt	$ 337,146

WORKING CAPITAL LOANS (Detail_2

WORKING CAPITAL LOANS (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Sep. 16, 2022	Jul. 31, 2021
Debt Instrument [Line Items]
Interest Expense, Debt	$ 166,627
Working Capital Loans Current	75,725		$ 0
Working Capital Loans Noncurrent	261,421		$ 0
Working Capital Loan 1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 100,000
Working Capital Loan 2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 300,000
Working Capital Loans [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable	62,854
Interest Expense, Debt	$ 11,016

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details - Convertible notes payable)	Jul. 31, 2022 USD ($)
Debt Instrument [Line Items]
Convertible Notes Payable	$ 1,520,000
Series A Convertible Bonds [Member]
Debt Instrument [Line Items]
Convertible Notes Payable	930,000
Series B Convertible Bonds [Member]
Debt Instrument [Line Items]
Convertible Notes Payable	90,000
Series A Convertible Debentures [Member]
Debt Instrument [Line Items]
Convertible Notes Payable	$ 500,000

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details - Related party convertible notes)	Jul. 31, 2022 USD ($)
Debt Instrument [Line Items]
[custom:ConvertibleNotesRelatedParty-0]	$ 1,965,000
Series A Convertible Bonds [Member]
Debt Instrument [Line Items]
[custom:ConvertibleNotesRelatedParty-0]	690,000
[custom:DebtDiscountFromWarrantIssued-0]	(261,691)
[custom:ConvertibleNotesRelatedPartyNet-0]	1,703,309
Series B Convertible Bonds [Member]
Debt Instrument [Line Items]
[custom:ConvertibleNotesRelatedParty-0]	275,000
Series A Convertible Debentures [Member]
Debt Instrument [Line Items]
[custom:ConvertibleNotesRelatedParty-0]	$ 1,000,000

CONVERTIBLE NOTES PAYABLE (De_3

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Interest Expense, Debt	$ 166,627
Amortization of Debt Discount (Premium)	29,857	$ 0
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	141,004
Interest Payable	25,623
Series A Convertible Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Face Amount	$ 1,000
Bond coupon rate	6%
Series B Convertible Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Face Amount	$ 1,000
Bond coupon rate	18%
Series A Convertible Debentures [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Face Amount	$ 500,000
Debt Instrument, Interest Rate, Stated Percentage	10%
Related Party Interest Expense [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest Expense, Debt	$ 99,619
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	83,561
Interest Payable	$ 16,058

Schedule of operating lease ass

Schedule of operating lease assets and liabilities (Details) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Leases [Abstract]
Operating lease ROU asset	$ 2,045,489	$ 0
Current portion	512,986	0
Non-current portion	$ 1,556,984	$ 0

LEASE (Details - Lease cost)

LEASE (Details - Lease cost)	12 Months Ended
	Jul. 31, 2022 USD ($)
Leases [Abstract]
Operating Lease, Cost	$ 385,448
Operating Lease, Payments	360,969
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 2,392,645
Operating Lease, Weighted Average Remaining Lease Term	3 years 9 months 3 days
Operating Lease, Weighted Average Discount Rate, Percent	2.89%

LEASE (Details - Future lease p

LEASE (Details - Future lease payments)	Jul. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 564,860
2024	582,384
2025	600,642
2026	367,792
2027	70,000
Thereafter	0
Total lease liability	$ 2,185,678

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Dec. 31, 2021
Former Management [Member]
Related Party Transaction [Line Items]
Debt Instrument, Decrease, Forgiveness	$ 1,248,070
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,000,000
Line of Credit Facility, Interest Rate During Period	3%
Proceeds from Lines of Credit	$ 1,357,460
Repayments of Lines of Credit	1,029,896
Long-Term Line of Credit	$ 335,317
Put Option [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		200,000

INCOME TAXES (Details - Income

INCOME TAXES (Details - Income tax reconciliation) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Income Tax Disclosure [Abstract]
Net Income (Loss) Attributable to Parent	$ (2,111,518)	$ (28,722)
[custom:NetIncomeLoss1]		$ (7,667,225)
Effective Income Tax Rate Reconciliation, Percent	21%	21%
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ 443,419	$ 1,610,117
Other reconciliation tax adjustments	(94,346)	0
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	(349,073)	(1,610,117)
Income Tax Expense (Benefit)	$ 0	$ 0

INCOME TAXES (Details - Deferre

INCOME TAXES (Details - Deferred taxes) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 349,073	$ 1,610,117
Increase in valuation allowance	(349,073)	(1,610,117)
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Jul. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 1,662,000