Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2022 | Jun. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2022 | |
Document Fiscal Period Focus | Q2 | |
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 | (385) | |
Local Phone Number | 386-6700 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,136,416 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2022 | Jul. 31, 2021 |
Current Assets | ||
Cash | $ 721,053 | $ 542 |
Advance payments on acquisition | 1,503,682 | 0 |
Other current assets | 2,751 | 0 |
Total Current Assets | 2,227,486 | 542 |
Total Assets | 2,227,486 | 542 |
Current Liabilities | ||
Accounts payable | 98,833 | 85,956 |
Accrued liabilities and other liabilities | 44,663 | 967,189 |
Convertible notes payable, net | 1,597,052 | 0 |
Due to related party | 485,330 | 1,248,070 |
Current tax liabilities | 0 | 21,199 |
Total Current Liabilities | 2,225,878 | 2,322,414 |
Deferred tax | 0 | 9,236 |
Total Liabilities | 2,225,878 | 2,331,650 |
Stockholders' Equity (Deficit) | ||
Series A preferred stock, $0.001 par value, 10,000,000 shares designated; 33,334 and 0 shares issued and outstanding, respectively | 33 | 0 |
Common stock: 1,000,000,000 shares authorized; $0.001 par value, 2,068,958 and 1,978,700 shares issued and outstanding, respectively | 2,069 | 1,979 |
Additional paid-in capital | 8,018,137 | 5,550,412 |
Accumulated other comprehensive loss | 0 | (216,274) |
Accumulated deficit | (8,018,631) | (7,667,225) |
Total Stockholders' Equity (Deficit) | 1,608 | (2,331,108) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,227,486 | $ 542 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jan. 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 |
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 | 2,068,958 | 1,978,700 |
Common Stock, Shares, Outstanding | 2,068,958 | 1,978,700 |
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 | 0 |
Preferred Stock, Shares Outstanding | 33,334 | 0 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Revenue | ||||
Finance and insurance | $ 2,645 | $ 0 | $ 2,645 | $ 0 |
Operating expenses | ||||
Selling, general and administration expenses | 45,740 | 8,473 | 45,740 | 15,699 |
Professional fees | 206,890 | 0 | 206,890 | 0 |
Sales and advertising | 2,841 | 0 | 2,841 | 0 |
Payroll expense | 50,881 | 0 | 50,881 | 0 |
Total operating expenses | 306,352 | 8,473 | 306,352 | 15,699 |
Operating loss | (303,707) | (8,473) | (303,707) | (15,699) |
Other Expense | ||||
Interest expense | (11,699) | 0 | (47,699) | 0 |
Other expense | 0 | (6,138) | 0 | (12,507) |
Total other expense | (11,699) | (6,138) | (47,699) | (12,507) |
Loss before provision for income taxes | (315,406) | (14,611) | (351,406) | (28,206) |
Income tax benefit | 0 | 0 | 0 | 0 |
Net loss | (315,406) | (14,611) | (351,406) | (28,206) |
Other comprehensive loss | 0 | (52,921) | 0 | (103,866) |
Comprehensive loss | $ (315,406) | $ (67,532) | $ (351,406) | $ (132,072) |
STATEMENTS OF OPERATIONS (Una_2
STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statement [Abstract] | ||||
Earnings Per Share, Basic | $ (0.15) | $ (0.01) | $ (0.17) | $ (0.01) |
Earnings Per Share, Diluted | $ (0.15) | $ (0.01) | $ (0.17) | $ (0.01) |
Weighted Average Number of Shares Outstanding, Basic | 2,057,110 | 1,978,700 | 2,017,823 | 1,978,700 |
Weighted Average Number of Shares Outstanding, Diluted | 2,057,110 | 1,978,700 | 2,017,823 | 1,978,700 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [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 | 1,978,700 | ||||
Translation Adjustment | (50,945) | (50,945) | ||||
Net loss | (13,595) | (13,595) | ||||
Ending balance, value at Oct. 31, 2020 | $ 1,979 | 5,550,412 | (247,768) | (7,652,098) | (2,347,475) | |
Shares, Outstanding, Ending Balance at Oct. 31, 2020 | 0 | 1,978,700 | ||||
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 | 1,978,700 | ||||
Net loss | (28,206) | |||||
Ending balance, value at Jan. 31, 2021 | $ 1,979 | 5,550,412 | (300,689) | (7,666,709) | (2,415,007) | |
Shares, Outstanding, Ending Balance at Jan. 31, 2021 | 0 | 1,978,700 | ||||
Beginning balance, value at Oct. 31, 2020 | $ 1,979 | 5,550,412 | (247,768) | (7,652,098) | (2,347,475) | |
Shares, Outstanding, Beginning Balance at Oct. 31, 2020 | 0 | 1,978,700 | ||||
Translation Adjustment | (52,921) | (52,921) | ||||
Net loss | (14,611) | (14,611) | ||||
Ending balance, value at Jan. 31, 2021 | $ 1,979 | 5,550,412 | (300,689) | (7,666,709) | (2,415,007) | |
Shares, Outstanding, Ending Balance at Jan. 31, 2021 | 0 | 1,978,700 | ||||
Beginning balance, value at Jul. 31, 2021 | $ 1,979 | 5,550,412 | (216,274) | (7,667,225) | (2,331,108) | |
Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 0 | 1,978,700 | ||||
Preferred stock issued for settlement of debt and deconsolidation | $ 33 | 2,107,590 | 216,274 | 2,323,897 | ||
Preferred stock issued for settlement of debt and deconsolidation, shares | 33,334 | |||||
Net loss | (36,000) | (36,000) | ||||
Ending balance, value at Oct. 31, 2021 | $ 33 | $ 1,979 | 7,658,002 | (7,703,225) | (43,211) | |
Shares, Outstanding, Ending Balance at Oct. 31, 2021 | 33,334 | 1,978,700 | ||||
Beginning balance, value at Jul. 31, 2021 | $ 1,979 | 5,550,412 | (216,274) | (7,667,225) | (2,331,108) | |
Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 0 | 1,978,700 | ||||
Net loss | (351,406) | |||||
Ending balance, value at Jan. 31, 2022 | $ 33 | $ 2,069 | 8,018,137 | (8,018,631) | 1,608 | |
Shares, Outstanding, Ending Balance at Jan. 31, 2022 | 33,334 | 2,068,958 | ||||
Beginning balance, value at Oct. 31, 2021 | $ 33 | $ 1,979 | 7,658,002 | (7,703,225) | (43,211) | |
Shares, Outstanding, Beginning Balance at Oct. 31, 2021 | 33,334 | 1,978,700 | ||||
Common stock issued for cash | $ 90 | 179,910 | 180,000 | |||
Common stock issued for cash, shares | 90,000 | |||||
Warrants issued with convertible debt | 180,225 | 180,225 | ||||
Common stock split adjustment | 0 | $ 0 | 0 | 0 | 0 | 0 |
Common stock split adjustment, shares | 258 | |||||
Net loss | (315,406) | (315,406) | ||||
Ending balance, value at Jan. 31, 2022 | $ 33 | $ 2,069 | $ 8,018,137 | $ (8,018,631) | $ 1,608 | |
Shares, Outstanding, Ending Balance at Jan. 31, 2022 | 33,334 | 2,068,958 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (351,406) | $ (28,206) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 7,261 | 0 |
Foreign translation reserve | 0 | (103,866) |
Changes in operating assets and liabilities: | ||
Other current assets | (2,751) | 0 |
Accounts payable | 91,081 | 4,416 |
Accrued liabilities and other liabilities | 44,678 | 62,481 |
Due to related party | 485,330 | 64,674 |
Deferred tax | 0 | 499 |
Net Cash provided by (used in) Operating Activities | 274,193 | (2) |
Cash Flows from Investing Activities: | ||
Advance payments on acquisition | (1,503,682) | 0 |
Net Cash used in Investing Activities | (1,503,682) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from private placement | 180,000 | 0 |
Proceeds from convertible notes | 1,770,000 | 0 |
Net Cash provided by Financing Activities | 1,950,000 | 0 |
Net change in cash | 720,511 | (2) |
Cash, beginning of period | 542 | 544 |
Cash, end of period | 721,053 | 542 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of non-cash financing activity | ||
Change in control - debt forgiveness | 2,107,590 | 0 |
Warrants issued with debt instruments | $ 180,225 | $ 0 |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN | 6 Months Ended |
Jan. 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 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 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 one-for-three hundred (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 Stock Split, after giving adjustment to fractional shares. Going Concern The accompanying 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 January 31, 2022, the Company had an accumulated deficit of $ 8,018,631 351,406 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 | 6 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended January 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended July 31, 2021, contained in the Company’s Form 10-K filed on October 26, 2021. Use of Estimates The preparation of 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 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, 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 January 31, 2022 and July 31, 2021, the Company had cash of $ 721,053 542 no 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 current assets and liabilities approximate fair value due to their short-term nature. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, ASC 606 Revenue from Contracts with Customers requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Advertising and Marketing Expenses Advertising and marketing costs are expensed as incurred and are included in sales and advertising expenses in the accompanying Statements of Operations. Advertising and marketing expenses were $ 2,481 0 Deferred Income Taxes and Valuation Allowance 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. 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 options. For the six months ended January 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. For the six months ended January 31, 2021, there were no common stock equivalents. For the six months ended January 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 160,000 Total 4,419,334 There were no Income Taxes 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. Recently Issued Accounting Pronouncements |
ADVANCED PAYMENTS ON ACQUISITIO
ADVANCED PAYMENTS ON ACQUISITION | 6 Months Ended |
Jan. 31, 2022 | |
Advanced Payments On Acquisition | |
ADVANCED PAYMENTS ON ACQUISITION | NOTE 3 – ADVANCED PAYMENTS ON ACQUISITION As of January 31, 2022, a deposit of $ 1,503,682 |
EQUITY
EQUITY | 6 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 4 – 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 January 31, 2022 and July 31, 2021, 33,334 0 Common Stock The Company has authorized 1,000,000,000 During the six months ended January 31, 2022, the Company issued 90,258 shares of common stock as follows: · On October 18, 2021, the Company announced a private placement (i) 1,250,000 2.00 1,000,000 1,000,000 900,000 9,500,100 · Pursuant to private offering date October 18, 2021, the Company issued 90,000 2.00 · 258 As of January 31, 2022 and July 31, 2021, the Company had 2,068,958 1,978,700 Warrants Pursuant to a private placement offering, the Company issued sixteen (16) Series A Warrants for $ 16 180,209 Each Series A Warrant is for the purchase of 10,000 1.00 2.00 1.00 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 January 31, 2022 Exercise price $ 1.00 2.00 Expected term 2 Expected average volatility 83 Expected dividend yield – Risk-free interest rate 0.53 A summary of warrant activity during the six months ended January 31, 2022 is as follows: Schedule of warrant activity Warrants Outstanding Weighted Average Weighted Average Remaining Number of warrants Exercise Price Contractual life Outstanding, July 31, 2021 – $ – – Granted 160,000 1.00 2.00 Exercised – – – Forfeited/canceled – – – Outstanding, January 31, 2022 160,000 $ 1.00 1.79 Exercisable, January 31, 2022 160,000 $ 1.00 1.79 The intrinsic value of the warrants as of January 31, 2022, is $ 0 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jan. 31, 2022 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE During the six months ended January 31, 2022, the Company issued convertible notes payable totaling $1,770,000. Schedule of convertible notes payable January 31, 2022 Series A Convertible Bonds $ 240,000 Series B Convertible Bonds 30,000 Series A Convertible Debentures 500,000 $ 770,000 During the six months ended January 31, 2022, the Company issued Series A Convertible Debentures to related parties of $ 1,000,000 During the six months ended January 31, 2022, the Company recorded interest expense of $ 40,438 7,261 40,438 Series A Convertible Bonds Series A Convertible Bonds (“A-Bonds”) are $ 1,000 6 December 31, 2028 Series B Convertible Bonds Series B Convertible Bonds (“B-Bonds”) are $ 1,000 18 December 31, 2026 Series A Convertible Debentures Series A Convertible Debentures (“A-Debentures”) are $ 500,000 10 December 31, 2026 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jan. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS As discussed in Notes 1 and 4, as part of the change of control, the Company realized a gain on disposal of subsidiary and debt forgiveness to our former CEO, which was recorded to additional paid in capital. As discussed in Notes 4 and 5, related parties contributed in the purchase of our private placement offering and purchase of warrants. As discussed in Note 3, the Oregon dealerships were purchased from our CEO during August 2021. 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 As of January 31, 2022, t he Company was obligated to our CEO, for an unsecured, non-interest-bearing due on demand loan with a balance of $ 485,330 he Company was obligated to the former management for $ 1,248,070 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these financial statements were available to be issued. Subsequent to January 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 January 31, 2022, the Company issued common stock as follow: · 695,000 shares for cash of $1,358,500 · 50,000 for exercise of warrants · 57,000 shares for employee compensation · 932,125 shares of common stock for conversion of debt of $3,530,000. · 3,333,333 shares of common stock for conversion of 33,334 shares of preferred stock. · 31,500 shares of common stock for $31,500. 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 originally purchased by the Company’s CEO on August 15, 2021. The Company and two Oregon LLCs were under common control since August 15, 2021. · 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended January 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended July 31, 2021, contained in the Company’s Form 10-K filed on October 26, 2021. |
Use of Estimates | Use of Estimates The preparation of 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 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, 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 January 31, 2022 and July 31, 2021, the Company had cash of $ 721,053 542 no |
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 current assets and liabilities approximate fair value due to their short-term nature. |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, ASC 606 Revenue from Contracts with Customers requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. |
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 Statements of Operations. Advertising and marketing expenses were $ 2,481 0 |
Deferred Income Taxes and Valuation Allowance | Deferred Income Taxes and Valuation Allowance 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. |
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 options. For the six months ended January 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. For the six months ended January 31, 2021, there were no common stock equivalents. For the six months ended January 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 160,000 Total 4,419,334 There were no |
Income Taxes | Income Taxes 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
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 160,000 Total 4,419,334 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrant assumptions | Schedule of warrant assumptions January 31, 2022 Exercise price $ 1.00 2.00 Expected term 2 Expected average volatility 83 Expected dividend yield – Risk-free interest rate 0.53 |
Schedule of warrant activity | Schedule of warrant activity Warrants Outstanding Weighted Average Weighted Average Remaining Number of warrants Exercise Price Contractual life Outstanding, July 31, 2021 – $ – – Granted 160,000 1.00 2.00 Exercised – – – Forfeited/canceled – – – Outstanding, January 31, 2022 160,000 $ 1.00 1.79 Exercisable, January 31, 2022 160,000 $ 1.00 1.79 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | Schedule of convertible notes payable January 31, 2022 Series A Convertible Bonds $ 240,000 Series B Convertible Bonds 30,000 Series A Convertible Debentures 500,000 $ 770,000 |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Nov. 02, 2021 | Jan. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | 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) | $ 8,018,631 | $ 8,018,631 | $ 7,667,225 | |||||
Net Income (Loss) Attributable to Parent | $ 315,406 | $ 36,000 | $ 14,611 | $ 13,595 | $ 351,406 | $ 28,206 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive Shares) - shares | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,419,334 | 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 | 160,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | |||
Cash | $ 721,053 | $ 542 | |
Cash equivalents | 0 | $ 0 | |
Marketing and Advertising Expense | $ 2,481 | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,419,334 | 0 |
ADVANCED PAYMENTS ON ACQUISIT_2
ADVANCED PAYMENTS ON ACQUISITION (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Advanced Payments On Acquisition | ||
Advance payments on acquisition | $ 1,503,682 | $ 0 |
EQUITY (Details - Warrant assum
EQUITY (Details - Warrant assumptions) - Warrant [Member] - $ / shares | 6 Months Ended | |
Jan. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 1 | $ 0 |
Expected term | 2 years | |
Expected average volatility | 83% | |
Expected dividend yield | 0% | |
Risk-free interest rate | 0.53% | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 1 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 2 |
EQUITY (Details - Warrants Outs
EQUITY (Details - Warrants Outstanding) - Warrant [Member] | 6 Months Ended |
Jan. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants, beginning balance | shares | 0 |
Weighted average exercise price, beginning balance | $ / shares | $ 0 |
Stock warrant shares granted | shares | 160,000 |
Weighted average exercise price granted | $ / shares | $ 1 |
Weighted average remaining contractual life | 2 years |
Stock warrant shares exercised | shares | 0 |
Weighted average exercise price exercised | $ / shares | $ 0 |
Stock warrant shares forfeited/canceled | shares | 0 |
Weighted average exercise price forfeited | $ / shares | $ 0 |
Warrants outstanding, beginning balance | shares | 160,000 |
Weighted average exercise price, ending balance | $ / shares | $ 1 |
Weighted average remaining contractual life | 1 year 9 months 14 days |
Warrants exercisable | shares | 160,000 |
Weighted average exercise price exercisable | $ / shares | $ 1 |
Weighted average remaining contractual life, exercisable | 1 year 9 months 14 days |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Oct. 18, 2021 | Sep. 24, 2021 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Nov. 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 value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Number of shares issued, value | $ 180,000 | ||||||
Preferred Stock Issued For Settlement Of Debt And Deconsolidation Of Subsidiary | $ 2,323,897 | ||||||
Offering price | $ 9,500,100 | ||||||
Reverse stock split | 258 | ||||||
Common Stock, Shares, Outstanding | 2,068,958 | 2,068,958 | 1,978,700 | ||||
Private placement offering | $ 180,000 | $ 0 | |||||
Debt discount | 7,261 | $ 0 | |||||
Intrinsic value | $ 0 | 0 | |||||
Common Stocks [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant purchase | 1,000,000 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Private placement offering | 16 | ||||||
Debt discount | $ 180,209 | ||||||
Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 1,250,000 | ||||||
Share price | $ 2 | ||||||
Preferred Stock Series A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued, value | $ 344,835 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 90,000 | ||||||
Number of shares issued, value | $ 90 | ||||||
Common Stock [Member] | Private Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 90,000 | ||||||
Share price | $ 2 | $ 2 | |||||
Preferred Stock Series A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 30,000,000 | ||||||
Preferred stock par value | $ 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 value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Number of shares issued | 33,334 | ||||||
Preferred Stock, Shares Issued | 33,334 | 33,334 | 0 | ||||
Preferred Stock, Shares Outstanding | 33,334 | 33,334 | 0 | ||||
Series A And B Convertible Bonds [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share purchased | 1,000,000 | ||||||
Series A Convertible Debentures [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share purchased | 900,000 | ||||||
Series A Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant purchase | 10,000 | ||||||
Strike price | $ 1 | $ 1 | |||||
Warrant expiration date | Jan. 01, 2025 | Jan. 01, 2025 | |||||
Series A Warrant [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock price | $ 1 | $ 1 | |||||
Series A Warrant [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock price | $ 2 | $ 2 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details - Convertible notes payable) | Jan. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Convertible Notes Payable | $ 770,000 |
Series A Convertible Bonds [Member] | |
Debt Instrument [Line Items] | |
Convertible Notes Payable | 240,000 |
Series B Convertible Bonds [Member] | |
Debt Instrument [Line Items] | |
Convertible Notes Payable | 30,000 |
Series A Convertible Debentures [Member] | |
Debt Instrument [Line Items] | |
Convertible Notes Payable | $ 500,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 40,438 | |
Amortization of debt discount | 7,261 | $ 0 |
Accrued interest | 40,438 | |
Series A Convertible Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes issued to related party | 1,000,000 | |
Face amount | $ 500,000 | |
Maturity date | Dec. 31, 2026 | |
Interest rate | 10% | |
Series A Convertible Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 1,000 | |
Bond coupon rate | 6% | |
Maturity date | Dec. 31, 2028 | |
Series B Convertible Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 1,000 | |
Bond coupon rate | 18% | |
Maturity date | Dec. 31, 2026 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jan. 31, 2022 | |
Former Management [Member] | ||
Related Party Transaction [Line Items] | ||
Debt forgiven | $ 1,248,070 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 485,330 | |
Chief Executive Officer [Member] | Put Option [Member] | ||
Related Party Transaction [Line Items] | ||
Number of shares issued | 200,000 |