Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2024 | Jun. 20, 2024 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 30, 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-55282 | |
Entity Registrant Name | Himalaya Technologies, Inc. | |
Entity Central Index Key | 0001409624 | |
Entity Tax Identification Number | 26-0841675 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 310 E Penn Ave. | |
Entity Address, City or Town | Robesonia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19551 | |
City Area Code | (228) | |
Local Phone Number | 366-4969 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 389,283,476 | |
Former Address [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 625 Stanwix St. #2504 | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15222 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Current assets | ||
Cash | $ 100 | $ 324 |
Total current assets | 100 | 324 |
Other assets: | ||
Investments | 73,455 | 21,000 |
Intangible assets | 4,134 | |
Website design | 11,069 | 14,651 |
Total other assets | 88,658 | 35,651 |
Total assets | 88,758 | 35,975 |
Current liabilities | ||
Accounts payable and accrued expenses | 287,334 | 277,478 |
Derivative liability | 377,904 | 680,946 |
Loan from affiliate | 41,157 | |
Loans payable due to non-related parties, net | 155,823 | 162,025 |
Total current liabilities | 821,061 | 1,161,606 |
Total liabilities | 821,061 | 1,161,606 |
Stockholders' deficit | ||
Common stock; $0.0001 par value authorized: 1,000,000,000 shares; issued and outstanding 320,705,865 and 186,878,572 | 32,070 | 18,688 |
Additional paid-in-capital | 8,819,391 | 7,491,934 |
Accumulated deficit | (9,584,932) | (8,637,251) |
Total stockholders' deficit | (732,303) | (1,125,631) |
Total liabilities and stockholders' deficit | 88,758 | 35,975 |
Preferred Class A [Member] | ||
Stockholders' deficit | ||
Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares; issued and outstanding 1,000,000 and 1,000,000 | 970 | 846 |
Preferred Class B [Member] | ||
Stockholders' deficit | ||
Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares; issued and outstanding 1,000,000 and 1,000,000 | 98 | 52 |
Preferred Class C Member | ||
Stockholders' deficit | ||
Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares; issued and outstanding 1,000,000 and 1,000,000 | $ 100 | $ 100 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2024 | Jul. 31, 2023 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 320,705,865 | 186,878,572 |
Common Stock, Shares, Outstanding | 320,705,865 | 186,878,572 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 130,000,000 | 130,000,000 |
Preferred stock, shares issued | 9,704,579 | 8,457,777 |
Preferred stock, shares outstanding | 9,704,579 | 8,457,777 |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 975,316 | 518,730 |
Preferred stock, shares outstanding | 975,316 | 518,730 |
Preferred Class C Member | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Income Statement [Abstract] | ||||
Operating revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 276,172 | 69,547 | 632,912 | 230,279 |
Research and development | 46,500 | 46,500 | ||
Amortization expense | 951 | 1,163 | 3,582 | 3,484 |
323,623 | 70,710 | 682,994 | 233,763 | |
Loss from operations | (323,623) | (70,710) | (682,994) | (233,763) |
Other income (expenses) | ||||
Interest expense | (12,249) | (9,624) | (31,820) | (25,502) |
Derivative expense | (10,815) | (35,035) | (64,937) | |
Change in derivative liability | (132,124) | 276,221 | 125,063 | (4,453) |
Loss on debt conversions | (16,234) | (376,714) | ||
Gain on sale of oil and gas properties | 112,000 | |||
Investment gain | 11,615 | 53,615 | ||
Other income | 116 | 55 | 204 | 305 |
Total other income (expenses) | (159,691) | 266,652 | (264,687) | 17,413 |
Income (loss) before income taxes | (483,314) | 195,942 | (947,681) | (216,350) |
Provision for income taxes | ||||
Net income (loss) | $ (483,314) | $ 195,942 | $ (947,681) | $ (216,350) |
Net income (loss) per share, basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common equivalent share outstanding, basic and diluted | 304,486,385 | 154,170,996 | 247,805,755 | 149,473,850 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Preferred Stock [Member] Preferred Class C Member | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2022 | $ 14,720 | $ 54 | $ 100 | $ 7,350,927 | $ (8,059,476) | $ (693,675) | |
Balance, shares at Jul. 31, 2022 | 147,201,861 | 536,876 | 1,000,000 | ||||
Recognition of warrants | 22,500 | 22,500 | |||||
Preferred Shares issued for accrued compensation | $ 1 | 39,999 | 40,000 | ||||
Preferred Stock Issued For Accrued Compensation, shares | 9,090 | ||||||
Net income | (183,343) | (183,343) | |||||
Ending balance, value at Oct. 31, 2022 | $ 14,720 | $ 55 | $ 100 | 7,413,426 | (8,242,819) | (814,518) | |
Balance, shares at Oct. 31, 2022 | 147,201,861 | 545,966 | 1,000,000 | ||||
Beginning balance, value at Jul. 31, 2022 | $ 14,720 | $ 54 | $ 100 | 7,350,927 | (8,059,476) | (693,675) | |
Balance, shares at Jul. 31, 2022 | 147,201,861 | 536,876 | 1,000,000 | ||||
Preferred shares issued for accrued compensation | 80,000 | ||||||
Net income | (216,350) | ||||||
Ending balance, value at Apr. 30, 2023 | $ 16,972 | $ 200 | $ 51 | $ 100 | 7,456,142 | (8,275,826) | (802,361) |
Balance, shares at Apr. 30, 2023 | 169,722,695 | 2,000,000 | 506,098 | 1,000,000 | |||
Beginning balance, value at Oct. 31, 2022 | $ 14,720 | $ 55 | $ 100 | 7,413,426 | (8,242,819) | (814,518) | |
Balance, shares at Oct. 31, 2022 | 147,201,861 | 545,966 | 1,000,000 | ||||
Recognition of warrants | 22,500 | 22,500 | |||||
Net income | (228,949) | (228,949) | |||||
Ending balance, value at Jan. 31, 2023 | $ 14,720 | $ 55 | $ 100 | 7,435,926 | (8,471,768) | (1,020,967) | |
Balance, shares at Jan. 31, 2023 | 147,201,861 | 545,966 | 1,000,000 | ||||
Recognition of warrants | 22,500 | 22,500 | |||||
Preferred Shares issued for accrued compensation | $ 6 | 59,994 | 60,000 | ||||
Preferred Stock Issued For Accrued Compensation, shares | 60,000 | ||||||
Conversion of convertible debt into common shares | $ 2,252 | 47,753 | 50,005 | ||||
Conversion of convertible debt into common shares, shares | 22,520,834 | ||||||
Conversion of warrants | $ 200 | 9,800 | 10,000 | ||||
Conversion of warrants, shares | 2,000,000 | ||||||
Recession of investment in TAG | $ (10) | (119,831) | (119,841) | ||||
Recession Of Investment In Tag, shares | (99,868) | ||||||
Net income | 195,942 | 195,942 | |||||
Ending balance, value at Apr. 30, 2023 | $ 16,972 | $ 200 | $ 51 | $ 100 | 7,456,142 | (8,275,826) | (802,361) |
Balance, shares at Apr. 30, 2023 | 169,722,695 | 2,000,000 | 506,098 | 1,000,000 | |||
Beginning balance, value at Jul. 31, 2023 | $ 18,688 | $ 846 | $ 52 | $ 100 | 7,491,934 | (8,637,251) | (1,125,631) |
Balance, shares at Jul. 31, 2023 | 186,878,572 | 8,457,777 | 519,094 | 1,000,000 | |||
Recognition of warrants | 260,384 | 260,384 | |||||
Preferred Shares issued for accrued compensation | $ 94 | 29,906 | 30,000 | ||||
Preferred Stock Issued For Accrued Compensation, shares | 940,594 | ||||||
Conversion of convertible debt into common shares | $ 1,891 | 36,279 | 38,170 | ||||
Conversion of convertible debt into common shares, shares | 18,913,403 | ||||||
Net income | (101,513) | (101,513) | |||||
Ending balance, value at Oct. 31, 2023 | $ 20,579 | $ 940 | $ 52 | $ 100 | 7,818,503 | (8,738,764) | (898,590) |
Balance, shares at Oct. 31, 2023 | 205,791,975 | 9,398,371 | 519,094 | 1,000,000 | |||
Beginning balance, value at Jul. 31, 2023 | $ 18,688 | $ 846 | $ 52 | $ 100 | 7,491,934 | (8,637,251) | (1,125,631) |
Balance, shares at Jul. 31, 2023 | 186,878,572 | 8,457,777 | 519,094 | 1,000,000 | |||
Preferred shares issued for accrued compensation | 197,693 | ||||||
Net income | (947,681) | ||||||
Ending balance, value at Apr. 30, 2024 | $ 32,070 | $ 970 | $ 98 | $ 100 | 8,819,391 | (9,584,932) | (732,303) |
Balance, shares at Apr. 30, 2024 | 320,705,865 | 9,704,579 | 975,316 | 1,000,000 | |||
Beginning balance, value at Oct. 31, 2023 | $ 20,579 | $ 940 | $ 52 | $ 100 | 7,818,503 | (8,738,764) | (898,590) |
Balance, shares at Oct. 31, 2023 | 205,791,975 | 9,398,371 | 519,094 | 1,000,000 | |||
Preferred Shares issued for accrued compensation | $ 24 | 14,547 | 14,571 | ||||
Preferred Stock Issued For Accrued Compensation, shares | 243,808 | ||||||
Conversion of convertible debt into common shares | $ 2,741 | 32,532 | 35,273 | ||||
Conversion of convertible debt into common shares, shares | 27,411,062 | ||||||
Common shares issued in private placements | $ 3,600 | 32,400 | 36,000 | ||||
Common shares issued in private placements, shares | 36,000,000 | ||||||
Common shares issued for acquisition of Trademark | $ 318 | 3,816 | 4,134 | ||||
Balance, shares | 3,180,000 | ||||||
Common shares issued for accrued compensation | $ 869 | 12,102 | 12,971 | ||||
Common Stock Issued For Accrued Compensation, shares | 8,694,853 | ||||||
Conversion of related party debt to preferred shares | 28 | 565,009 | 565,037 | ||||
Conversion of related party debt to preferred shares, shares | 278,442 | ||||||
Preferred shares issued for FOMO beverage | $ 3 | 34,997 | 35,000 | ||||
Conversion of related party debt to preferred shares, shares | 25,000 | ||||||
Net income | (362,854) | (362,854) | |||||
Ending balance, value at Jan. 31, 2024 | $ 28,107 | $ 964 | $ 83 | $ 100 | 8,513,906 | (9,101,618) | (558,458) |
Balance, shares at Jan. 31, 2024 | 281,077,890 | 9,642,179 | 822,536 | 1,000,000 | |||
Preferred Shares issued for accrued compensation | $ 6 | 3,114 | 3,120 | ||||
Preferred Stock Issued For Accrued Compensation, shares | 62,400 | ||||||
Preferred shares issued for accrued compensation | $ 15 | 149,987 | 150,002 | ||||
Preferred Stock Issued For Accrued Compensation, shares | 152,780 | ||||||
Conversion of convertible debt into common shares | $ 2,642 | 44,708 | 47,350 | ||||
Conversion of convertible debt into common shares, shares | 26,417,971 | ||||||
Common shares issued for accrued compensation | $ 1,321 | 11,889 | 13,210 | ||||
Common Stock Issued For Accrued Compensation, shares | 13,210,004 | ||||||
Warrants issued for services | 95,787 | 95,787 | |||||
Net income | (483,314) | (483,314) | |||||
Ending balance, value at Apr. 30, 2024 | $ 32,070 | $ 970 | $ 98 | $ 100 | $ 8,819,391 | $ (9,584,932) | $ (732,303) |
Balance, shares at Apr. 30, 2024 | 320,705,865 | 9,704,579 | 975,316 | 1,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Cash flows provided by (used for) operating activities: | ||
Net income (loss) | $ (947,681) | $ (216,350) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Amortization expense | 3,582 | 3,484 |
Gain on sale of oil and gas properties | (112,000) | |
Loss on debt conversions | 376,714 | |
Investment gain | (52,455) | |
Change in derivative liability | (125,063) | 4,453 |
Derivative expense | 35,035 | 64,937 |
Amortization of debt discount | 15,548 | 3,004 |
Shares/ Warrants issued for services | 391,171 | 67,500 |
Increase (decrease) in assets and liabilities: | ||
Accounts payable | 218,411 | 106,302 |
Accrued interest on loans payable | 16,272 | 22,498 |
Net cash used for operating activities | (68,466) | (56,172) |
Cash flows provided by (used for) Investing activities | ||
Payments for acquisitions of intangible assets | ||
Payments of website design | (6,000) | |
Net cash used for investing activities | (6,000) | |
Cash flows provided by (used for) Financing activities | ||
Proceeds from private placement | 36,000 | |
Payment of related party loan | (129) | (20,863) |
Proceeds from loan from affiliate | 871 | 44,357 |
Proceeds from non-related loans | 31,500 | 35,000 |
Net cash provided by financing activities | 68,242 | 58,494 |
Net (decrease) increase in cash | (224) | (3,678) |
Cash, beginning of period | 324 | 4,141 |
Cash, end of period | 100 | 463 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Preferred stock issued for accrued compensation | 197,693 | 80,000 |
Common stock issued for accrued compensation | 26,181 | |
Common stock issued for debt | 120,793 | 50,005 |
Common shares issued for acquisition of Trademark | 4,134 | |
Conversion of related party debt to preferred shares | $ 565,037 |
Note 1 _ ORGANIZATION
Note 1 – ORGANIZATION | 9 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1 – ORGANIZATION | Note 1 – ORGANIZATION Himalaya Technologies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company previously had leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $1,500 On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.” On March 11, 2024, the Company’s Board of Directors resolved to redomesticate from Nevada to Wyoming. The paperwork was received by the Secretary of State of Wyoming on March 19, 2024 and stamped on April 8, 2024. The Company intends to file with FINRA for review o this corporate action in near future. The Company’s business plan includes completing a social site “Goccha!” to compete with mainstream social networks and benefit from potential disruption to the market caused by the Federal government planned ban on TikTok, develop additional social networks targeting niche vertical markets, the development of a FOMO healthy energy drink under notice of allowance for trademark by the USPTO, the launch of its ERC20 EVEREST crypto token, and developing and funding Web3 platform businesses. |
Note 2 _ SUMMARY OF SIGNIFICANT
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of April 30, 2024 and the results of operations and cash flows for the three and nine months ended April 30, 2024 and 2023. The results of operations for the three and nine months ended April 30, 2024 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. Consolidation The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, Everest Networks, Inc. (formerly KANAB CORP). All material intercompany transactions and accounts have been eliminated in the consolidation. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. The Company has recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. The Company recognizes derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of April 30, 2024: Total Level 1 Level 2 Level 3 Assets Investments 73,455 73,455 — — Total assets measured at fair value 73,455 73,455 — — Liabilities Derivative liability 377,904 — — 377,904 Total liabilities measured at fair value 377,904 — — 377,904 Assets and liabilities measured at fair value are as follows as of July 31, 2023: Total Level 1 Level 2 Level 3 Assets Investments 21,000 21,000 — — Total assets measured at fair value 21,000 21,000 — — Liabilities Derivative liability 680,946 — — 680,946 Total liabilities measured at fair value 680,946 680,946 Earnings Per Share (EPS) During the three and nine months ended April 30, 2024 and 2023, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. Income Taxes On April 30, 2024, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors, and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. Crude Oil and Natural Gas Properties During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022. Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Intangible Assets The Company’s intangible assets include the Kanab.Club) website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue. Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of April 30, 2024 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. |
Note 3 _ GOING CONCERN
Note 3 – GOING CONCERN | 9 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 3 – GOING CONCERN | Note 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $ 9,584,932 $820,961 682,994 $233,763 In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors. |
Note 4 _ ACQUISITION OF EVEREST
Note 4 – ACQUISITION OF EVEREST NETWORKS, INC. (formerly KANAB CORP.) | 9 Months Ended |
Apr. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Note 4 – ACQUISITION OF EVEREST NETWORKS, INC. (formerly KANAB CORP.) | Note 4 – ACQUISITION OF EVEREST NETWORKS, INC. (formerly KANAB CORP.) On July 31, 2021, the Company acquired 100% As consideration for the purchase, the Company issued 300,000 $11,500 The following summarizes the acquired intangible assets: April 30, July 31, 2024 2023 Intangible assets $ 23,800 $ 23,800 Accumulated amortization (12,731 ) (9,149 ) $ 11,069 $ 14,651 |
Note 5 - INVESTMENTS
Note 5 - INVESTMENTS | 9 Months Ended |
Apr. 30, 2024 | |
Investment Company [Abstract] | |
Note 5 - INVESTMENTS | Note 5 - INVESTMENTS On June 12, 2023, the Company purchased 210,000,000 1,680,000 $63,000 $100,800 $37,800 $63,000 $21,000 On February 26, 2024, the Company converted a promissory note for the sale of Infood Technologies, Inc. business assets including DBA trade name, website, dealer agreements, intellectual property, customer list, and other into 227,273 $8,409 $10,455 |
Note 6 _ LOANS PAYABLE DUE TO R
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES | 9 Months Ended |
Apr. 30, 2024 | |
Related Party Transactions [Abstract] | |
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES | Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES On June 28, 2021, the Company received a loan of $25,000 $100,000 0 $41,157 30% $38,028 $20,087 278,442 On May 10, 2023, the Company sold 100% $17,017 100,000 On February 26, 2024, the remaining loan and accrued interest was exchanged as part of the sale of Infood Technologies, Inc. to FOMO WORLDWIDE, INC. On January 21, 2024, the Company issued a zero interest bearing convertible note of $2,945 70% 1,402 |
Note 7 - CONVERTIBLE NOTE PAYAB
Note 7 - CONVERTIBLE NOTE PAYABLES | 9 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
Note 7 - CONVERTIBLE NOTE PAYABLES | Note 7 - CONVERTIBLE NOTE PAYABLES The Company had convertible note payables with two third parties with stated interest rates ranging between 10% and 12% and 22% default interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying financial statements. As of April 30, 2024 and July 31, 2023, the Company had the following third-party convertible notes outstanding: Convertible Note Payable Lender Origination Maturity April 30, 2024 July 31, 2023 Interest GS Capital Partners LLC 6/29/21 6/29/22 $ 140,100 $ 145,500 10 % 1800 Diagonal Lending LLC 8/15/22 8/15/23 — 16,700 8 % 1800 Diagonal Lending LLC 11/01/23 8/15/24 31,500 — 9 % 171,500 162,200 Unamortized discount (15,777 ) — $ 155,823 $ 162,200 The convertible note for GS Capital Partners LLC converts at a price of 60% 467,000,000 On August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $39,250 61% On November 1, 2023, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $31,500 61% 103,278,689 During the nine months ended April 30, 2024, third-party lenders converted $120,793 72,742,436 The variables used for the Binomial model are as listed below: April 30, 2024 July 31, 2023 ● Volatility: 333% 350% Volatility: 333% ● Risk free rate of return: 5.40% Risk free rate of return: 5.40% ● Expected term: 1 Expected term: 1 year |
Note 8 _ INCOME TAXES
Note 8 – INCOME TAXES | 9 Months Ended |
Apr. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Note 8 – INCOME TAXES | Note 8 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2023 and 2022 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years. Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on April 30, 2024, and July 31, 2023 will not be fully realizable. |
Note 9 _ STOCKHOLDERS _EQUITY
Note 9 – STOCKHOLDERS ‘EQUITY | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Note 9 – STOCKHOLDERS ‘EQUITY | Note 9 – STOCKHOLDERS ‘EQUITY Common Stock During the nine months ended April 30, 2024, third-party lenders converted $120,793 72,742,436 During the nine months ended April 30, 2024, the Company issued 21,904,857 $26,181 During the nine months ended April 30, 2024, the Company issued 3,180,000 $4,134 During the six months ended April 30, 2024, the Company issued 36,000,000 $36,000 Preferred Stock The preferred shares are in three classes: ● Class A shares which, 130,000,000 50 voting rights of 1 vote per share 9,704,579 8,457,777 485,228,950 422,888,850 ● Class B shares, 20,000,000 1,000 voting rights of 1,000 votes per share 975,316 518,730 975,316,000 518,730,000 ● Class C shares, 1,000,000 1 voting rights of 100,000 votes per share 1,000,000 100,000,000,000 99,000,000 During the nine months ended April 30, 2024, the Company issued 1,246,802 $42,500 During the nine months ended April 30, 2024, the Company issued 152,780 $135,000 During the nine months ended April 30, 2024, FOMO WORLDWIDE, INC. converted $ 38,028 20,087 278,442 Warrants On June 22, 2021, the Company issued 50,000,000 five-year .0001 10,000,000 On June 29, 2021, the Company issued 15,000,000 three-year 0.01 On June 28, 2021, the Company issued 50,000,000 five-year .0001 10,000,000 These FOMO Advisors LLC warrants were valued at $ 450,000 During the three months ended October 31, 2023, the Company was notified that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $ 260,384 During the quarter ended April 30, 2023, FOMO Advisors, LLC exercised 100,000,000 2,000,000 10,000 260,384 On January 22, 2024, the Company appointed Ron Zilkowski, CPA, MBA to its Advisory Board. The Company issued Mr. Zilkowski 20,000,000 three-year The warrants were valued at $ 25,944 On January 23, 2024, the Company appointed Debbie Wildrick to its Advisory Board to guide and consult on the launch of health energy drink under the “FOMO” brand. The Company issued Ms. Wildrick 20,000,000 three-year The warrants were valued at $ 27,942 On February 12, 2024, the Company appointed Charles Nahabedian to its Advisory Board. The Company issued Mr. Nahabedian 20,000,000 $27,942 On March 10, 2024, the Company appointed David Burns, PhD. to its Advisory Board. The Company issued Mr. Burns 20,000,000 $13,959 The Company recognized $95,788 The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The following are the assumptions utilized in valuing the warrants: Volatility 465 % Expected life 3 5 Risk free rate 3% 5.4 % Dividend yield 0 % The following table sets forth common share purchase warrants outstanding as of April 30, 2024 and July 31, 2023: Warrants outstanding Weighted Intrinsic Warrants Exercise Price Value Warrants Weighted-Average Exercise Prices Aggregate Intrinsic Value Outstanding, July 31, 2022 65,000,000 0.0024 105,000 Warrants granted — — — Warrants exercised (50,000,000 ) — — Warrants forfeited — — — Outstanding, July 31, 2023 15,000,000 0.01 — Warrants granted 80,000,000 0.01 — Warrants exercised — — — Warrants forfeited — — — Outstanding, April 30, 2024 95,000,000 $ 0.01 $ — |
Note 10 _ COMMITMENTS AND CONTI
Note 10 – COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 10 – COMMITMENTS AND CONTINGENCIES | Note 10 – COMMITMENTS AND CONTINGENCIES On August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $ 10,000 2,500 7,500 5,000 5,000 During the three months ended October 31, 2023, the Company accrued $ 30,000 30,000 940,594 On February 25, 2024, the Company amended its employment agreement with Vikram Grover to compensation $12,500 $2,500 $10,000 $7,500 $5,000 $50,000 During the nine months ended April 30, 2024, the Company accrued $95,000 $125,000 $207,500 1,246,802 152,780 21,904,857 On January 24, 2024, the Company, along with FOMO WORLDWIDE, INC. signed a six month lease for $5,625 |
Note 11 _ SUBSEQUENT EVENTS
Note 11 – SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2024 | |
Subsequent Events [Abstract] | |
Note 11 – SUBSEQUENT EVENTS | Note 11 – SUBSEQUENT EVENTS On May 15, 2024 and May 17, 2024, Vikram Grover converted a total of $25,000.00 250,000 On May 20, 2024, the Company removed Eva Dixon from her 25%-Member interest in our majority-owned subsidiary K2 Leisure, LLC, appointed Vikram Grover and Skibbereen Business Advisors as 50%-50% Members of the entity, renamed the entity “Steel Giants Advisors LLC”, and withdrew from our 75%-Member interest. As a result, we have no business relationship with the entity other than potential engagement for future management consulting and financial advisory services. On May 20, 2024, our Board of Directors appointed Ryan Nguyen to the positions of CEO and Director. On May 20, 2024, we engaged Inov8 Agency, Inc. for Web3 consulting, cryptocurrency project management, and financial advisory services under a three-year contract. As consideration, we issued Inov8 Agency, Inc. 2,098,776 $30,000 On May 20, 2024, Vikram Grover resigned as Director, Chief Executive Officer, Treasurer and Secretary and retained the Chief Financial Officer position. The Board of Directors accepted his resignations on May 21, 2024. On May 23, 2024, a third-party lender converted $ 4,865 15,950,819 On June 4, 2024, a third-party lender converted $6,130.00 16,748,633 On June 6, 2024, a third-party lender converted $9,675.00 17,590,909 On June 10, 2024, a third-party lender converted $6,583.00 18,287,250 |
Note 2 _ SUMMARY OF SIGNIFICA_2
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of April 30, 2024 and the results of operations and cash flows for the three and nine months ended April 30, 2024 and 2023. The results of operations for the three and nine months ended April 30, 2024 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. |
Consolidation | Consolidation The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, Everest Networks, Inc. (formerly KANAB CORP). All material intercompany transactions and accounts have been eliminated in the consolidation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. The Company has recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. The Company recognizes derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of April 30, 2024: Total Level 1 Level 2 Level 3 Assets Investments 73,455 73,455 — — Total assets measured at fair value 73,455 73,455 — — Liabilities Derivative liability 377,904 — — 377,904 Total liabilities measured at fair value 377,904 — — 377,904 Assets and liabilities measured at fair value are as follows as of July 31, 2023: Total Level 1 Level 2 Level 3 Assets Investments 21,000 21,000 — — Total assets measured at fair value 21,000 21,000 — — Liabilities Derivative liability 680,946 — — 680,946 Total liabilities measured at fair value 680,946 680,946 Earnings Per Share (EPS) During the three and nine months ended April 30, 2024 and 2023, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. Income Taxes On April 30, 2024, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors, and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. Crude Oil and Natural Gas Properties During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022. Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Intangible Assets The Company’s intangible assets include the Kanab.Club) website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue. Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of April 30, 2024 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) During the three and nine months ended April 30, 2024 and 2023, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. |
Income Taxes | Income Taxes On April 30, 2024, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors, and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
Crude Oil and Natural Gas Properties | Crude Oil and Natural Gas Properties During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. |
Intangible Assets | Intangible Assets The Company’s intangible assets include the Kanab.Club) website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue. |
Goodwill and Other Acquired Intangible Assets | Goodwill and Other Acquired Intangible Assets The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter. |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of April 30, 2024 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. |
Note 2 _ SUMMARY OF SIGNIFICA_3
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | Total Level 1 Level 2 Level 3 Assets Investments 73,455 73,455 — — Total assets measured at fair value 73,455 73,455 — — Liabilities Derivative liability 377,904 — — 377,904 Total liabilities measured at fair value 377,904 — — 377,904 Assets and liabilities measured at fair value are as follows as of July 31, 2023: Total Level 1 Level 2 Level 3 Assets Investments 21,000 21,000 — — Total assets measured at fair value 21,000 21,000 — — Liabilities Derivative liability 680,946 — — 680,946 Total liabilities measured at fair value 680,946 680,946 |
Note 4 _ ACQUISITION OF EVERE_2
Note 4 – ACQUISITION OF EVEREST NETWORKS, INC. (formerly KANAB CORP.) (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Intangible Assets | April 30, July 31, 2024 2023 Intangible assets $ 23,800 $ 23,800 Accumulated amortization (12,731 ) (9,149 ) $ 11,069 $ 14,651 |
Note 7 - CONVERTIBLE NOTE PAY_2
Note 7 - CONVERTIBLE NOTE PAYABLES (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Convertible Note Payable Lender Origination Maturity April 30, 2024 July 31, 2023 Interest GS Capital Partners LLC 6/29/21 6/29/22 $ 140,100 $ 145,500 10 % 1800 Diagonal Lending LLC 8/15/22 8/15/23 — 16,700 8 % 1800 Diagonal Lending LLC 11/01/23 8/15/24 31,500 — 9 % 171,500 162,200 Unamortized discount (15,777 ) — $ 155,823 $ 162,200 |
Note 9 _ STOCKHOLDERS _EQUITY (
Note 9 – STOCKHOLDERS ‘EQUITY (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Warrants Outstanding | Warrants outstanding Weighted Intrinsic Warrants Exercise Price Value Warrants Weighted-Average Exercise Prices Aggregate Intrinsic Value Outstanding, July 31, 2022 65,000,000 0.0024 105,000 Warrants granted — — — Warrants exercised (50,000,000 ) — — Warrants forfeited — — — Outstanding, July 31, 2023 15,000,000 0.01 — Warrants granted 80,000,000 0.01 — Warrants exercised — — — Warrants forfeited — — — Outstanding, April 30, 2024 95,000,000 $ 0.01 $ — |
Note 1 _ ORGANIZATION (Details
Note 1 – ORGANIZATION (Details Narrative) | 9 Months Ended |
Apr. 30, 2024 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenues | $ 1,500 |
Assets and liabilities measured
Assets and liabilities measured at fair value (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | $ 73,455 | $ 21,000 |
Total assets measured at fair value | 73,455 | 21,000 |
Derivative liability | 377,904 | 680,946 |
Total liabilities measured at fair value | 377,904 | 680,946 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 73,455 | 21,000 |
Total assets measured at fair value | 73,455 | 21,000 |
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | ||
Total assets measured at fair value | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | ||
Total assets measured at fair value | ||
Derivative liability | 377,904 | 680,946 |
Total liabilities measured at fair value | $ 377,904 | $ 680,946 |
Note 3 _ GOING CONCERN (Details
Note 3 – GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Retained Earnings (Accumulated Deficit) | $ 9,584,932 | $ 9,584,932 | $ 8,637,251 | ||
Working Capital | 820,961 | 820,961 | |||
Operating Loss | $ 323,623 | $ 70,710 | $ 682,994 | $ 233,763 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Business Combination and Asset Acquisition [Abstract] | ||
Intangible assets | $ 23,800 | $ 23,800 |
Accumulated amortization | (12,731) | (9,149) |
$ 11,069 | $ 14,651 |
Note 4 _ ACQUISITION OF EVERE_3
Note 4 – ACQUISITION OF EVEREST NETWORKS, INC. (formerly KANAB CORP.) (Details Narrative) - Kanab Corp [Member] | Jul. 31, 2021 USD ($) shares |
Business Acquisition [Line Items] | |
Ownership interest | 100% |
Shares issued for purchase of Kanab Corp, shares | shares | 300,000 |
Development costs period cost | $ | $ 11,500 |
Note 5 - INVESTMENTS (Details N
Note 5 - INVESTMENTS (Details Narrative) - USD ($) | 3 Months Ended | ||||
Feb. 26, 2024 | Jun. 12, 2023 | Jan. 31, 2024 | Apr. 30, 2024 | Jul. 31, 2023 | |
Investment Company, Change in Net Assets [Line Items] | |||||
Converted Value | $ 4,134 | ||||
Fomo Worldwide Inc [Member] | |||||
Investment Company, Change in Net Assets [Line Items] | |||||
Common stock purchased | 210,000,000 | ||||
Number of shares issued | 1,680,000 | ||||
Fair value of investment | $ 63,000 | ||||
Loss on acquisition of investments | 37,800 | ||||
Investment, value | $ 63,000 | $ 21,000 | |||
Fomo Worldwide Inc [Member] | Series A Preferred Stock [Member] | |||||
Investment Company, Change in Net Assets [Line Items] | |||||
Converted value of preferred shares | $ 100,800 | ||||
I G O T [Member] | |||||
Investment Company, Change in Net Assets [Line Items] | |||||
Investment, value | $ 10,455 | ||||
I G O T [Member] | Series B Preferred Stock [Member] | |||||
Investment Company, Change in Net Assets [Line Items] | |||||
Number of shares issued | 227,273 | ||||
Converted Value | $ 8,409 |
Note 6 _ LOANS PAYABLE DUE TO_2
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | ||||||
Jan. 21, 2024 | May 10, 2023 | Jan. 31, 2024 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jun. 28, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Debt conversion of amount | $ 120,793 | |||||||
Debt conversion of shares | 72,742,436 | |||||||
Proceeds form convertible note | $ 871 | $ 44,357 | ||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds form convertible note | $ 2,945 | |||||||
Discount rate | 70% | |||||||
Kanab Corp [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock percentage | 100% | |||||||
Debt instrument, partial forgiveness | $ 17,017 | |||||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 1,402 | |||||||
Series B Preferred Stock [Member] | Kanab Corp [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 100,000 | |||||||
Fomo Worldwide Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan received | $ 25,000 | |||||||
Loan received | $ 100,000 | |||||||
Loan from affiliate | $ 0 | $ 41,157 | ||||||
Debt instrument conversion rate | 30% | |||||||
Debt conversion of amount | $ 38,028 | $ 38,028 | ||||||
Accrued interest | $ 20,087 | $ 20,087 | ||||||
Fomo Worldwide Inc [Member] | Series B Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion of shares | 278,442 | 278,442 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Jul. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Convertible notes | $ 171,500 | $ 162,200 |
Unamortized discount | (15,777) | |
Loans Payable, Current | $ 155,823 | 162,025 |
Other Loans Payable, Current | $ 162,200 | |
Volatility | 333% | |
Risk free rate of return | 5.40% | 5.40% |
Term | 1 year | |
Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Volatility | 333% | |
Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Volatility | 350% | |
G S Capital Partners L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes | $ 140,100 | $ 145,500 |
Interest | 10% | |
Diagonal Lending L L C [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes | 16,700 | |
Interest | 8% | |
Diagonal Lending L L C 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes | $ 31,500 | |
Interest | 9% |
Note 7 - CONVERTIBLE NOTE PAY_3
Note 7 - CONVERTIBLE NOTE PAYABLES (Details Narrative) - USD ($) | 9 Months Ended | ||
Nov. 01, 2023 | Aug. 15, 2022 | Apr. 30, 2024 | |
Short-Term Debt [Line Items] | |||
Debt conversion, shares | 72,742,436 | ||
Debt conversion of amount | $ 120,793 | ||
G S Capital Partners L L C [Member] | |||
Short-Term Debt [Line Items] | |||
Debt conversion percentage | 60% | ||
Debt conversion, shares | 467,000,000 | ||
Diagonal Lending L L C [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible debt | $ 39,250 | ||
Debt instrument convertible threshold percentage | 61% | ||
Diagonal Lending L L C 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt conversion, shares | 103,278,689 | ||
Convertible debt | $ 31,500 | ||
Debt instrument convertible threshold percentage | 61% |
Warrants Outstanding (Details)
Warrants Outstanding (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Jul. 31, 2023 | |
Warrants | ||
Class of Warrant or Right, Outstanding | 15,000,000 | 65,000,000 |
Granted | 80,000,000 | 0 |
Exercised | (50,000,000) | |
forfeited | ||
Class of Warrant or Right, Outstanding | 95,000,000 | 15,000,000 |
Weighted-Average Exercise Prices | ||
Weighted average exercise price | $ 0.01 | $ 0.0024 |
Warrants Average Exercise Price Per Share, Granted | 0.01 | |
Weighted average exercise price | $ 0.01 | $ 0.01 |
Aggregate Intrinsic Value | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 105,000 | |
Warrants granted | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value |
Note 9 _ STOCKHOLDERS _EQUITY_2
Note 9 – STOCKHOLDERS ‘EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 47 Months Ended | |||||||||||||||
Jan. 31, 2024 | Oct. 31, 2023 | May 17, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jan. 23, 2024 | Jan. 22, 2024 | Apr. 30, 2024 | Apr. 30, 2023 | Jun. 29, 2021 | Jun. 21, 2021 | Jun. 21, 2024 | Mar. 10, 2024 | Feb. 12, 2024 | Jul. 31, 2023 | Jun. 28, 2021 | Jun. 22, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Debt conversion of amount | $ 120,793 | ||||||||||||||||||||
Debt conversion of shares | 72,742,436 | ||||||||||||||||||||
Shares issued for accrued compensation, shares | 21,904,857 | ||||||||||||||||||||
Conversion of accrued compensation | $ 26,181 | ||||||||||||||||||||
Shares issued for acquire, amount | $ 4,134 | ||||||||||||||||||||
Issuance of stock and warrants | 391,171 | $ 67,500 | |||||||||||||||||||
Warrants unrecognized | $ 260,384 | $ 22,500 | $ 22,500 | $ 22,500 | |||||||||||||||||
Warrant Expense | $ 95,788 | ||||||||||||||||||||
Volatility | 465% | ||||||||||||||||||||
Risk free rate | 3% | ||||||||||||||||||||
Risk free rate | 5.40% | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Expecture Life | 3 years | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Expecture Life | 5 years | ||||||||||||||||||||
Fomo Worldwide Inc [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Debt conversion of amount | $ 38,028 | $ 38,028 | |||||||||||||||||||
Accrued interest | $ 20,087 | $ 20,087 | |||||||||||||||||||
Ron Zilkowski [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 20,000,000 | ||||||||||||||||||||
Warrants and rights outstanding, term | three-year | ||||||||||||||||||||
Debbie Wildricki [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 20,000,000 | ||||||||||||||||||||
Warrants and rights outstanding, term | three-year | ||||||||||||||||||||
Warrants unrecognized | $ 27,942 | ||||||||||||||||||||
Charles Nahabedian [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 20,000,000 | ||||||||||||||||||||
Warrants, amount | $ 27,942 | ||||||||||||||||||||
David Burns Ph D [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 20,000,000 | ||||||||||||||||||||
Warrants, amount | $ 13,959 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Shares issued for accrued compensation, shares | 250,000 | ||||||||||||||||||||
Preferred Class A [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Conversion of accrued compensation | 30,000 | ||||||||||||||||||||
Preferred stock shares authorized | 130,000,000 | 130,000,000 | |||||||||||||||||||
Conversion of common stock | 50 | ||||||||||||||||||||
Preferred stock voting rights | voting rights of 1 vote per share | ||||||||||||||||||||
Preferred stock, shares issued | 9,704,579 | 8,457,777 | |||||||||||||||||||
Preferred stock, shares outstanding | 9,704,579 | 8,457,777 | |||||||||||||||||||
Preferred stock shares votes | 485,228,950 | 422,888,850 | |||||||||||||||||||
Preferred Class A [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Conversion of accrued compensation | $ 42,500 | ||||||||||||||||||||
Number of new shares issued | 1,246,802 | ||||||||||||||||||||
Preferred Class B [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Conversion of accrued compensation | $ 95,000 | ||||||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | |||||||||||||||||||
Conversion of common stock | 1,000 | ||||||||||||||||||||
Preferred stock voting rights | voting rights of 1,000 votes per share | ||||||||||||||||||||
Preferred stock, shares issued | 975,316 | 518,730 | |||||||||||||||||||
Preferred stock, shares outstanding | 975,316 | 518,730 | |||||||||||||||||||
Preferred stock shares votes | 975,316,000 | 518,730,000 | |||||||||||||||||||
Preferred Class B [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Conversion of accrued compensation | $ 135,000 | ||||||||||||||||||||
Number of new shares issued | 152,780 | ||||||||||||||||||||
Preferred Class C Member | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||||||||||||||||||
Conversion of common stock | 1 | ||||||||||||||||||||
Preferred stock voting rights | voting rights of 100,000 votes per share | ||||||||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||||||||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||||||||||||||||||
Preferred stock shares votes | 100,000,000,000 | 100,000,000,000 | |||||||||||||||||||
Preferred stock, shares authorized for future | 99,000,000 | 99,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Fomo Worldwide Inc [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Debt conversion of shares | 278,442 | 278,442 | |||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Shares of common stock | 36,000,000 | ||||||||||||||||||||
Proceeds of common stock | $ 36,000 | ||||||||||||||||||||
F O M O Beverage [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Balance, shares | 3,180,000 | ||||||||||||||||||||
Shares issued for acquire, amount | $ 4,134 | ||||||||||||||||||||
F O M O C R O P [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 50,000,000 | ||||||||||||||||||||
Warrants and rights outstanding, term | five-year | five-year | |||||||||||||||||||
Exercise price per share warrants | $ 0.0001 | ||||||||||||||||||||
F O M O C R O P [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrant purchased | 10,000,000 | ||||||||||||||||||||
G S Capital Group [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 15,000,000 | ||||||||||||||||||||
Warrants and rights outstanding, term | three-year | ||||||||||||||||||||
Exercise price per share warrants | $ 0.01 | ||||||||||||||||||||
F O M O Advisors L L C [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants issued | 50,000,000 | ||||||||||||||||||||
Exercise price per share warrants | $ 0.0001 | ||||||||||||||||||||
Warrant purchased | 100,000,000 | 100,000,000 | |||||||||||||||||||
Issuance of stock and warrants | $ 450,000 | ||||||||||||||||||||
Warrants unrecognized | $ 260,384 | $ 260,384 | |||||||||||||||||||
Line of credit | $ 10,000 | $ 10,000 | |||||||||||||||||||
F O M O Advisors L L C [Member] | Ron Zilkowski [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants unrecognized | $ 25,944 | ||||||||||||||||||||
F O M O Advisors L L C [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrant purchased | 2,000,000 | 2,000,000 | 10,000,000 |
Note 10 _ COMMITMENTS AND CON_2
Note 10 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Apr. 30, 2024 | Feb. 25, 2024 | Jan. 24, 2024 | Aug. 01, 2021 | |
Compensation expense | $ 26,181 | ||||
Lease expense | $ 5,625 | ||||
Common Stock [Member] | |||||
Converison of stock, shares issued | 21,904,857 | ||||
Preferred Class A [Member] | |||||
Compensation expense | $ 30,000 | ||||
Accrued compensation expense | $ 30,000 | ||||
Converison of stock, shares issued | 940,594 | 1,246,802 | |||
Preferred Class B [Member] | |||||
Compensation expense | $ 95,000 | ||||
Accrued compensation expense | $ 207,500 | ||||
Converison of stock, shares issued | 152,780 | ||||
Bonus expense | $ 125,000 | ||||
Chief Executive Officer [Member] | |||||
Employee related liabilities | $ 12,500 | $ 10,000 | |||
Employee related liabilities noncurrent | 2,500 | 2,500 | |||
Employee related liabilities in shares, noncurrent | 10,000 | 7,500 | |||
Employee related liabilities current | 7,500 | 5,000 | |||
Employee related liabilities in shares current | 5,000 | $ 5,000 | |||
Bonus | $ 50,000 | ||||
Chief Executive Officer [Member] | Preferred Class A [Member] | |||||
Compensation expense | 42,500 | ||||
Chief Executive Officer [Member] | Preferred Class B [Member] | |||||
Compensation expense | $ 135,000 |
Note 11 _ SUBSEQUENT EVENTS (De
Note 11 – SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 10, 2024 | Jun. 06, 2024 | Jun. 04, 2024 | May 23, 2024 | May 20, 2024 | May 17, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2024 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||
Shares issued for accrued compensation, shares | 21,904,857 | ||||||||||
Consulting fees per month | $ 30,000 | ||||||||||
Loan conversion, amount | $ 6,583 | $ 9,675 | $ 6,130 | $ 4,865 | $ 47,350 | $ 35,273 | $ 38,170 | $ 50,005 | |||
Loan conversion, shares | 18,287,250 | 17,590,909 | 16,748,633 | 15,950,819 | |||||||
Series B Preferred Stock [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||
Consideration, shares | 2,098,776 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||
Shares issued for accrued compensation, shares | $ 25,000 | ||||||||||
Shares issued for accrued compensation, shares | 250,000 |