Cover
Cover | 3 Months Ended |
Oct. 31, 2021 | |
Cover [Abstract] | |
Document Type | 10-12G/A |
Amendment Flag | true |
Amendment Description | The amended Form 10-12G is being amended to make changes in disclosures requested in SEC comment letter dated March 11, 2022. |
Entity Registrant Name | Himalaya Technologies, Inc. |
Entity Central Index Key | 0001409624 |
Entity Tax Identification Number | 26-0841675 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1 E Erie St |
Entity Address, Address Line Two | Ste 525 Unit #2420 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60611 |
City Area Code | 630 |
Local Phone Number | 708-0750 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Current assets | |||
Cash | $ 5,941 | $ 28,618 | |
Total current assets | 5,941 | 28,618 | |
Other assets: | |||
Intangible assets- net | 10,003 | 10,586 | |
Total other assets | 10,003 | 10,586 | |
Total assets | 15,944 | 39,204 | |
Current liabilities | |||
Accounts payable | 232,162 | 227,238 | 229,638 |
Derivative liability | 492,341 | 551,892 | 483,283 |
Loan from shareholder | 96,700 | 97,000 | 98,500 |
Loan from affiliate | 26,686 | 27,000 | |
Loans payable due to non-related parties, net | 208,320 | 279,497 | 517,129 |
Total current liabilities | 1,056,209 | 1,182,627 | 1,328,550 |
Total liabilities | 1,056,209 | 1,182,627 | 1,328,550 |
Stockholders’ deficit | |||
Common stock, value | 12,793 | 9,773 | 7,555 |
Preferred stock, value | |||
Additional paid-in-capital | 6,776,338 | 6,709,111 | 6,559,185 |
Accumulated deficit | (7,829,528) | (7,862,437) | (7,895,290) |
Total stockholders’ deficit | (1,040,265) | (1,143,423) | (1,328,550) |
Total liabilities and stockholders’ deficit | 15,944 | 39,204 | |
Preferred Class A [Member] | |||
Stockholders’ deficit | |||
Preferred stock, value | |||
Preferred Class B [Member] | |||
Stockholders’ deficit | |||
Preferred stock, value | 32 | 30 | |
Preferred Class C [Member] | |||
Stockholders’ deficit | |||
Preferred stock, value | $ 100 | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | |
Common Stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 127,933,638 | 127,933,638 | 97,734,883 | 75,546,982 |
Common stock, shares, outstanding | 127,933,638 | 127,933,638 | 97,734,883 | 75,546,982 |
Preferred stock, shares authorized | 250,000,000 | |||
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 outstanding | 0 | 0 | 0 | 0 |
Preferred stock, dividend percentage | 1.00% | 1.00% | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred Class B [Member] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 320,000 | 320,000 | 300,000 | 0 |
Preferred stock, dividend percentage | 1.00% | 1.00% | 1.00% | |
Preferred stock, shares issued | 320,000 | 320,000 | 300,000 | 0 |
Preferred Class C [Member] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 0 |
Preferred stock, dividend percentage | 1.00% | 1.00% | 1.00% | |
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | ||||
Operating revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 21,438 | 10,326 | 43,803 | 2,400 |
Amortization expense | 583 | 914 | ||
Operating Expenses | 22,021 | 10,326 | 44,717 | 2,400 |
Loss from operations | (22,021) | (10,326) | (44,717) | (2,400) |
Other income (expenses) | ||||
Interest expense | (4,924) | (38,155) | (152,621) | (84,498) |
Change in derivative liability | 59,550 | (17,152) | (68,609) | (193,482) |
Debt settlement gain (loss) | 297,297 | |||
Other income | 300 | 375 | 1,500 | 1,500 |
Interest income | 4 | 1 | 3 | |
Total other income (expenses) | 54,930 | (54,931) | 77,570 | (276,480) |
Loss before income taxes | 32,909 | (65,257) | 32,853 | (278,880) |
Provision for income taxes | ||||
Net income (loss) | $ 32,909 | $ (65,257) | $ 32,853 | $ (278,880) |
Net loss per share, basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common equivalent share outstanding, basic and diluted | 76,274,181 | 75,546,982 | 76,274,181 | 75,546,982 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - 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] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2019 | $ 7,555 | $ 6,559,185 | $ (7,616,410) | $ (1,049,670) | ||||
Beginning balance, shares at Jul. 31, 2019 | 75,546,982 | |||||||
Net income (loss) | (278,880) | (278,880) | ||||||
Ending balance, value at Jul. 31, 2020 | $ 7,555 | 6,559,185 | (7,895,290) | (1,328,550) | ||||
Ending balance, shares at Jul. 31, 2020 | 75,546,982 | |||||||
Net income (loss) | (65,257) | (65,257) | ||||||
Ending balance, value at Oct. 31, 2020 | $ 7,555 | 6,559,185 | (7,960,547) | (1,393,807) | ||||
Ending balance, shares at Oct. 31, 2020 | 75,546,982 | |||||||
Beginning balance, value at Jul. 31, 2020 | $ 7,555 | 6,559,185 | (7,895,290) | (1,328,550) | ||||
Beginning balance, shares at Jul. 31, 2020 | 75,546,982 | |||||||
Conversion of convertible debt | $ 1,968 | 98,589 | 100,557 | |||||
Conversion of convertible debt, shares | 19,687,901 | |||||||
Shares issued for purchase of Kanab Corp | $ 30 | 11,970 | 12,000 | |||||
Shares issued for purchase of Kanab Corp, shares | 300,000 | |||||||
Shares issued for loan commitment | $ 250 | 29,750 | 30,000 | |||||
Sharess issed for loan commitment, shares | 2,500,000 | |||||||
Shares purchased | $ 100 | 100 | ||||||
Shares purchased, shares | 1,000,000 | |||||||
Warrants issued for advisory fees | 9,617 | 9,617 | ||||||
Net income (loss) | 32,853 | 32,853 | ||||||
Ending balance, value at Jul. 31, 2021 | $ 9,773 | $ 30 | $ 100 | 6,709,111 | (7,862,437) | (1,143,423) | ||
Ending balance, shares at Jul. 31, 2021 | 97,734,883 | 300,000 | 1,000,000 | |||||
Beginning balance, value at Jul. 31, 2021 | $ 9,773 | $ 30 | $ 100 | 6,709,111 | (7,862,437) | (1,143,423) | ||
Conversion of convertible debt | $ 3,020 | 66,429 | 69,449 | |||||
Conversion of convertible debt, shares | 30,198,755 | |||||||
Shares issued for services | $ 2 | 798 | 800 | |||||
Shares issued for services, shares | 20,000 | |||||||
Net income (loss) | 32,909 | 32,909 | ||||||
Ending balance, value at Oct. 31, 2021 | $ 12,793 | $ 32 | $ 100 | $ 6,776,338 | $ (7,829,528) | $ (1,040,265) | ||
Ending balance, shares at Oct. 31, 2021 | 127,933,638 | 320,000 | 1,000,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows provided by (used for) operating activities: | ||||
Net income (loss) | $ 32,909 | $ (65,257) | $ 32,853 | $ (278,880) |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||
Shares issued for services | 800 | |||
Amortization expense | 583 | 914 | ||
Loan Cost | (1,728) | |||
Loss (gain) on debt settlement | (297,297) | |||
Change in derivative liability | (59,550) | 17,152 | 68,609 | 193,482 |
Warrants issued for services | 9,617 | |||
Increase (decrease) in assets and liabilities: | ||||
Accounts payable | 4,923 | 2,400 | (2,400) | 2,400 |
Interest expense | 152,621 | |||
Accrued interest on loans payable | 84,498 | 6,500 | 84,498 | |
Net cash used for operating activities | (22,063) | 38,793 | (28,583) | 1,500 |
Cash flows provided by (used for) Investing activities | ||||
Cash flows provided by (used for) Investing activities | ||||
Cash flows provided by (used for) Financing activities | ||||
Payment of related party loan | (300) | (1,500) | (1,500) | (1,500) |
Payments to loan from affiliate | (314) | |||
Proceeds from loan from affiliate | 27,500 | |||
Purchase of Preferred C shares | 100 | |||
Payment of non-related party loans | (93,899) | |||
Proceeds from non-related loans | 125,000 | |||
Net cash provided by (used for) financing activities | (614) | (1,500) | 57,201 | (1,500) |
Net (decrease) increase in cash | (22,677) | 37,293 | 28,618 | |
Cash, beginning of period | 28,618 | |||
Cash, end of period | 5,941 | 37,293 | 28,618 | |
Supplemental disclosure of cash flow information | ||||
Common stock issued for debt | $ 761,456 | $ 761,456 |
ORGANIZATION
ORGANIZATION | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION | Note 1 – ORGANIZATION Himalaya Technologies, Inc. a/k/a/ Homeland Resources Ltd. (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 has leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $ 1,500 per year of net revenue from these leases. Subsequent to July 31, 2021 the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and in discussions with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021 the Company amended its Articles of Incorporation | Note 1 – ORGANIZATION 1,500 per year of net revenue from these leases. Subsequent to July 31, 2021 the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and in discussions with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021, Articles of Incorporation Technologies, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC). 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 For the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated in the consolidation. Cash Cash consists of deposits in one large national bank. On October 31, and July 31, 2021, respectively, the Company had $ 5,941 28,618 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. We have 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. We recognize 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. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets and liabilities measured at fair value are as follows as of October 31, 2021: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 492,341 - - 492,341 Total liabilities measured at fair value 492,341 - - 492,341 Assets and liabilities measured at fair value are as follows as of July 31, 2021: Total Level 1 Level 2 Level 3 Assets - - - - Total assets measured at fair value Liabilities Derivative liability 551,892 551,892 Total liabilities measured at fair value 551,892 551,892 Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, 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 The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely On July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2021 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 March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 10-99 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. Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. 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 The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income. The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development. Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings. Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves. The crude oil and gas properties were fully depleted prior to July 31, 2019. 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 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. Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. Concentrations The Company recorded 100% | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC). 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 For the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated in the consolidation. Cash Cash consists of deposits in one large national bank. On July 31, 2021 and 2020, respectively, the Company had $ 28,618 0 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. We have 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. We recognize 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 July 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 551,892 551,892 Total liabilities measured at fair value 551,892 551,892 Assets and liabilities measured at fair value are as follows as of July 31, 2020: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 483,283 483,283 Total liabilities measured at fair value 483,283 483,283 Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, 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 The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely On July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2021 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 March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 10-99 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. Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. 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 The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income. The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development. Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings. Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves. The crude oil and gas properties were fully depleted prior to July 31, 2019. 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 is 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. Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. Concentrations The Company recorded 100 |
GOING CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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 $ 7,829,528 1,050,268 22,021 10,326 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 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 $ 7,862,437 1,154,009 44,717 2,400 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. |
ACQUISITION OF KANAB CORP.
ACQUISITION OF KANAB CORP. | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
ACQUISITION OF KANAB CORP. | Note 4 – ACQUISITION OF KANAB CORP. On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company. KANAB CORP.’s business plan includes completing its social site Kanab.Club targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a development stage company that does not offer e-commerce services at this time, nor does it touch the cannabis plant and, given these matters, we do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration for the purchase of KANAB CORP., we issued 300,000 shares of Class B Preferred stock for 100% was acquired from the Company’s Chief Executive Officer and a company controlled by the Company’s Chief Executive Officer, transaction 11,500 . As an acquisition under common control, the results of operations for KANAB CORP. are included in our the business has and generating traffic. The following summarizes the acquired intangible assets: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS October 31, July 31, 2021 2021 Intangible assets $ 11,500 $ 11,500 Accumulated amortization (1,497 ) (914 ) Intangible assets- net $ 10,003 $ 10,586 | Note 4 – ACQUISITION OF KANAB CORP. On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company operating a website Kanab.Club. KANAB CORP.’s business plan includes completing its social site targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a stage company that does not offer e-commerce services at this time, nor do we touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration the purchase, we issued 300,000 shares of Class B preferred stock. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled by the Company’s Chief Executive Office, the Company has accounted for the acquisition as an acquisition under common control, recorded at cost. The historical value of the development costs at July 31, 2021 for the website design was $ 11,500 . As an acquisition under common control, the results of operations for KANAB CORP. are included in the consolidated results of operations for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues, it has and generating traffic. The following summarizes the acquired intangible assets: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS Intangible assets $ 11,500 Accumulated amortization (914 ) Intangible assets- net $ 10,586 |
LOANS PAYABLE DUE TO RELATED PA
LOANS PAYABLE DUE TO RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Related Party Transactions [Abstract] | ||
LOANS PAYABLE DUE TO RELATED PARTIES | Note 5 – LOANS PAYABLE DUE TO RELATED PARTIES As of October 31, 2021, the Company’s former chief executive officer had an outstanding balance of $ 96,700 | Note 5 – LOANS PAYABLE DUE TO RELATED PARTIES As of July 31, 2021, the Company’s former chief executive officer had an outstanding balance of $ 97,000 |
CONVERTIBLE NOTE PAYABLES
CONVERTIBLE NOTE PAYABLES | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTE PAYABLES | Note 6 - CONVERTIBLE NOTE PAYABLES The Company had convertible note payables with two 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 interim financial statements. As of October 31, 2021, the Company had the following third-party convertible notes outstanding: SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity Amount Interest Note* KBM Worldwide Inc 12/29/14 10/1/15 56,820 22 % Note GS Capital 6/29/21 6/29/22 151,500 10 % 208,320 Discount - 208,320 * Note is currently in default. The default interest rate of 22% 60% 20 The convertible note owed to 60% of the lowest trading price for the twenty ( 20 ) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. As of 2021, 126,250,000 common shares. The note for KBM Worldwide converts 61% of the average of the lowest five trading price for the last ten ( 10 ) trading days ending on the latest trading date prior to date of conversion to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At October 31, 2021 the note theoretically would convert into 46,573,459 common shares. During the three months ended October 31, 2021, third-party lenders converted $ 69,449 30,198,755 The variables used for the Black-Scholes model are as listed below: SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL October 31,2021 July 31, 2021 ● Volatility: 125 165 Volatility: 253 466 ● Risk free rate of return: 1.24 1.53 Risk free rate of return: 1.24 1.53 ● Expected term: 1 3 years Expected term: 1 3 years On June 29, 2021, a third-party loaned the Company $ 151,500 10% June 29, 2022 125,000 2,500,000 125,000 93,899 391,196 297,297 | Note 6 - CONVERTIBLE NOTE PAYABLES The Company had convertible note payables with two 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 interim financial statements. As of July 31, 2021, the Company had the following third-party convertible notes outstanding: SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity Amount Interest Note* KBM Worldwide Inc 9/8/14 6/12/15 $ 32,149 22 % Note* KBM Worldwide Inc. 12/29/14 10/1/15 95,848 22 % Note GS Capital 6/29/21 6/29/22 151,500 10 % 279,497 Discount - $ 279,497 * Note is currently in default. The default interest rate of 22% 60% 20 The convertible note for GS Capital converts at a price of 60% of the lowest trading price for the twenty ( 20 ) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At July 31, 2021 the note theoretically would convert into 36,594,203 common shares. The notes for KBM Worldwide converts at a price of 61% of the average of the lowest five trading price for the last ten ( 10 ) trading days ending on the latest trading date prior to date of conversion to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At July 31, 2021 the note theoretically would convert into 30,148,153 common shares. During the year ended July 31, 2021, third-party lenders converted $ 232,057 22,187,901 The variables used for the Black-Scholes model are as listed below: SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL July 31,2021 July 31, 2020 ● Volatility: 253 466 Volatility: 191 455 ● Risk free rate of return: 1.24 1.53 Risk free rate of return: 1.93 1.99 ● Expected term: 1 3 years Expected term: 1 3 On June 29, 2021, a third-party loaned the Company $ 151,500 10% June 29, 2022 125,000 2,500,000 125,000 93,899 391,196 297,297 |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | Note 7 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 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 December 31, 2020 and December 31, 2019 will not be fully realizable. The Company is current with corporate listing fees due to the State of Nevada and intends to prepare tax statements for federal and state requirements for 2019 and 2020. | Note 7 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 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 December 31, 2020 and December 31, 2019 will not be fully realizable. The Company is current with corporate listing fees due to the State of Nevada and intends to prepare tax statements for the federal and state requirements for 2019 and 2020. |
EQUITY
EQUITY | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Equity [Abstract] | ||
EQUITY | Note 8 – EQUITY During the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000 . The Company also authorize preferred of two hundred fifty ( 250 ) million. The preferred shares are in three classes, Class A shares which, one hundred thirty ( 130 million authorized are convertible into 50 shares of common shares for each share, these shares have voting rights of 1 vote per share 0 20 ) million authorized, which are convertible into 1,000 shares of common shares for each share, these shares have voting rights of 1,000 votes per share 320,000 320,000,000 votes 1 ) million authorized, which are convertible into 1 shares of common shares for each share. These shares have voting rights of 100,000 votes per share 1,000,000 100,000,000,000 votes 99 ) million shares of preferred shares authorized that have not been assigned a class at this time for future requirements. On June 28, 2021, the Company issued 50,000,000 On July 31, 2021 the Company issued 300,000 On July 31, 2021 the Company issued 1,000,000 During the year ended July 31, 2021, third-party lenders converted $ 232,057 22,187,901 During the three months ended October 31, 2021, third-party lenders converted $ 69,449 30,198,755 On September 25, 2021, the Company issued 20,000 | Note 8 – EQUITY During the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000 . The Company also authorize preferred of two hundred fifty ( 250 ) million. The preferred shares are in three classes, Class A shares which, one hundred thirty ( 130 ) million authorized are convertible into 50 shares of common shares for each share, these shares have voting rights of 1 vote per share . At July 31, 2021 there were 0 shares issued and outstanding. Class B shares, twenty ( 20 ) million authorized, which are convertible into 1,000 shares of common shares for each share, these shares have voting rights of 1,000 votes per share . At July 31, 2021 there were 300,000 shares issued and outstanding which equates into 300,000,000 votes .Class C shares, one ( 1 ) million authorized, which are convertible into 1 shares of common shares for each share. These shares have voting rights of 100,000 votes per share . At July 31, 2021 there were 1,000,000 shares outstanding which equates into 100,000,000,000 votes . These shares represent the controlling votes of the Company. These shares are all issued to our Company CEO. There are ninety- 99 ) million shares of preferred shares authorized that have not been assigned a class at this time for future requirements. On July 31, 2021 the Company issued 300,000 On July 31, 2021 the Company issued 1,000,000 During the year ended July 31, 2021, third-party lenders converted $ 232,057 22,187,901 On June 28, 2021, the Company issued 50,000,000 |
COVID-19 PANDEMIC UPDATE
COVID-19 PANDEMIC UPDATE | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | ||
COVID-19 PANDEMIC UPDATE | Note 9 - COVID-19 PANDEMIC UPDATE In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition or operating results cannot be reasonably estimated at this time. | Note 9 - COVID-19 PANDEMIC UPDATE In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition or operating results cannot be reasonably estimated at this time. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note 10 – SUBSEQUENT EVENTS On November 14, 2021, we issued two ( 2 three 0.01 On November 28, 2021 we issued 99,868 series B preferred shares of HMLA stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. GenBio, Inc biotechnology company Based on a stock price at closing of . 0019 99,868,000 189,749 On January 1, 2022, 99,868 series B preferred shares of HMLA stock for 1,242,000 Member Interests of (“TAG”) representing 19.9% stock price at closing of . 0012 99,868,000 119,841 On February 1, 2022, we issued 2,000 | Note 10 – SUBSEQUENT EVENTS On August 4, 2021 a third-party lender converted $ 14,600 3,743,590 On August 23 2021 a third-party lender converted $ 10,100 3,740,741 On August 24, 2021 a third-party lender converted $ 7,449 2,979,564 On August 27, 2021 a third-party lender converted $ 9,000 3,743,590 On September 20, 2021, the Company entered into negotiation to acquire 100% interest in OTC Watch LLC in exchange for shares of Preferred B series stock. The transaction has since been canceled after due diligence. On September 25, 2021, we issued 20,000 On November 14, 2021, the Company issued two three 0.01 for Services. On November 28, 2021 we issued 99,868 series B preferred shares of HMLA stock for 2,036,188 common shares of GENBIO Inc., representing 19.9% ownership. The GENBIO transaction is being accounted for as an investment on our balance sheet. We will not consolidate GENBIO’s financial statements. GenBio Inc is a Biotechnology Company that researches natural products that act on new molecular pathways, primarily to suppress inflammation at critical points in these biochemical pathways. The Company’s research has shown that these active compounds decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance. On January 1, 2022, we issued 99,868 series B preferred shares of HMLA stock for 1,242,000 Member Interests of The Agrarian Group, LLC (“TAG”) representing 19.99% ownership. TAG offers a supply chain management platform and artificial intelligence software that assists in agriculture shipments and indoor farming. In the future, the business intends to support the broader agricultural market including the broader produce market, but may serve the cannabis sector. TAG offers a technology platform that aids cultivation and does not and will not in the future be involved in cannabis development directly and will not touch the cannabis plant. and is being accounted for as an investment As a result, we Prior to the transactions above there was no common ownership in the companies. The Company did not have any ownership interest in GenBio, Inc. or TAG. On February 1, 2022, we issued 2,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC). | Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC). |
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. | 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 For the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated in the consolidation. | Consolidation For the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated in the consolidation. |
Cash | Cash Cash consists of deposits in one large national bank. On October 31, and July 31, 2021, respectively, the Company had $ 5,941 28,618 | Cash Cash consists of deposits in one large national bank. On July 31, 2021 and 2020, respectively, the Company had $ 28,618 0 |
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. We have 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. We recognize 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. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets and liabilities measured at fair value are as follows as of October 31, 2021: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 492,341 - - 492,341 Total liabilities measured at fair value 492,341 - - 492,341 Assets and liabilities measured at fair value are as follows as of July 31, 2021: Total Level 1 Level 2 Level 3 Assets - - - - Total assets measured at fair value Liabilities Derivative liability 551,892 551,892 Total liabilities measured at fair value 551,892 551,892 | 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. We have 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. We recognize 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 July 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 551,892 551,892 Total liabilities measured at fair value 551,892 551,892 Assets and liabilities measured at fair value are as follows as of July 31, 2020: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 483,283 483,283 Total liabilities measured at fair value 483,283 483,283 |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, 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. | Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, 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 The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely On July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2021 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 March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 10-99 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. | Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely On July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2021 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 March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 10-99 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. |
Concentration of Credit Risk | Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. | Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. |
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. | 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 The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income. The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development. Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings. Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves. The crude oil and gas properties were fully depleted prior to July 31, 2019. | Crude Oil and Natural Gas Properties The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income. The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development. Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings. Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves. The crude oil and gas properties were fully depleted prior to July 31, 2019. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” | 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. | 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 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. | Intangible Assets The Company’s intangible assets is 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. | 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. | Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. |
Concentrations | Concentrations The Company recorded 100% | Concentrations The Company recorded 100 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | We recognize 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. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets and liabilities measured at fair value are as follows as of October 31, 2021: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 492,341 - - 492,341 Total liabilities measured at fair value 492,341 - - 492,341 Assets and liabilities measured at fair value are as follows as of July 31, 2021: Total Level 1 Level 2 Level 3 Assets - - - - Total assets measured at fair value Liabilities Derivative liability 551,892 551,892 Total liabilities measured at fair value 551,892 551,892 | Assets and liabilities measured at fair value are as follows as of July 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 551,892 551,892 Total liabilities measured at fair value 551,892 551,892 Assets and liabilities measured at fair value are as follows as of July 31, 2020: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 483,283 483,283 Total liabilities measured at fair value 483,283 483,283 |
ACQUISITION OF KANAB CORP. (Tab
ACQUISITION OF KANAB CORP. (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS | The following summarizes the acquired intangible assets: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS October 31, July 31, 2021 2021 Intangible assets $ 11,500 $ 11,500 Accumulated amortization (1,497 ) (914 ) Intangible assets- net $ 10,003 $ 10,586 | The following summarizes the acquired intangible assets: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS Intangible assets $ 11,500 Accumulated amortization (914 ) Intangible assets- net $ 10,586 |
CONVERTIBLE NOTE PAYABLES (Tabl
CONVERTIBLE NOTE PAYABLES (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING | SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity Amount Interest Note* KBM Worldwide Inc 12/29/14 10/1/15 56,820 22 % Note GS Capital 6/29/21 6/29/22 151,500 10 % 208,320 Discount - 208,320 * Note is currently in default. The default interest rate of 22% 60% 20 | SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity Amount Interest Note* KBM Worldwide Inc 9/8/14 6/12/15 $ 32,149 22 % Note* KBM Worldwide Inc. 12/29/14 10/1/15 95,848 22 % Note GS Capital 6/29/21 6/29/22 151,500 10 % 279,497 Discount - $ 279,497 * Note is currently in default. The default interest rate of 22% 60% 20 |
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL | The variables used for the Black-Scholes model are as listed below: SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL October 31,2021 July 31, 2021 ● Volatility: 125 165 Volatility: 253 466 ● Risk free rate of return: 1.24 1.53 Risk free rate of return: 1.24 1.53 ● Expected term: 1 3 years Expected term: 1 3 years | The variables used for the Black-Scholes model are as listed below: SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL July 31,2021 July 31, 2020 ● Volatility: 253 466 Volatility: 191 455 ● Risk free rate of return: 1.24 1.53 Risk free rate of return: 1.93 1.99 ● Expected term: 1 3 years Expected term: 1 3 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenues | $ 1,500 | $ 1,500 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total assets measured at fair value | |||
Derivative liability | 492,341 | 551,892 | 483,283 |
Total liabilities measured at fair value | 492,341 | 551,892 | 483,283 |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total assets measured at fair value | |||
Derivative liability | |||
Total liabilities measured at fair value | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total assets measured at fair value | |||
Derivative liability | |||
Total liabilities measured at fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total assets measured at fair value | |||
Derivative liability | 492,341 | 551,892 | 483,283 |
Total liabilities measured at fair value | $ 492,341 | $ 551,892 | $ 483,283 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | |
Product Information [Line Items] | |||
Cash | $ 5,941 | $ 28,618 | |
Income tax likelihood description | more than 50 percent likely | more than 50 percent likely | |
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | |
Other Income [Member] | Operator Concentration Risk [Member] | Operator [Member] | |||
Product Information [Line Items] | |||
Concentration of risk, percentage | 100.00% | 100.00% | 100.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ 7,829,528 | $ 7,862,437 | $ 7,895,290 | |
Working capital | 1,050,268 | 1,154,009 | ||
Operating losses | $ 22,021 | $ 10,326 | $ 44,717 | $ 2,400 |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Intangible assets | $ 11,500 | $ 11,500 | |
Accumulated amortization | (1,497) | (914) | |
Intangible assets- net | $ 10,003 | $ 10,586 |
ACQUISITION OF KANAB CORP. (Det
ACQUISITION OF KANAB CORP. (Details Narrative) | Jul. 31, 2021USD ($)shares |
Business Acquisition [Line Items] | |
Development Costs, Period Cost | $ | $ 11,500 |
Kanab Corp [Member] | |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 100.00% |
Kanab Corp [Member] | Series B Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 100.00% |
Stock Issued During Period, Shares, Acquisitions | shares | 300,000 |
LOANS PAYABLE DUE TO RELATED _2
LOANS PAYABLE DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Loans payable due to related parties | $ 96,700 | $ 97,000 | $ 98,500 |
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Loans payable due to related parties | $ 96,700 | $ 97,000 |
SCHEDULE OF CONVERTIBLE NOTES O
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Jul. 31, 2021 | ||||
Short-term Debt [Line Items] | |||||
Convertible notes payable, current | $ 208,320 | $ 279,497 | |||
Interest | 22.00% | 22.00% | |||
Less Discount | |||||
Convertible notes payable, noncurrent | $ 208,320 | $ 279,497 | |||
KBM Worldwide Inc Note 1 [Member] | |||||
Short-term Debt [Line Items] | |||||
Lender | KBM Worldwide Inc | [1] | KBM Worldwide Inc | [2] | |
Origination | Dec. 29, 2014 | [1] | Sep. 8, 2014 | [2] | |
Maturity | Oct. 1, 2015 | [1] | Jun. 12, 2015 | [2] | |
Convertible notes payable, current | $ 56,820 | [1] | $ 32,149 | [2] | |
Interest | 22.00% | [1] | 22.00% | [2] | |
GS Capital Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Lender | GS Capital | GS Capital | |||
Origination | Jun. 29, 2021 | Jun. 29, 2021 | |||
Maturity | Jun. 29, 2022 | Jun. 29, 2022 | |||
Convertible notes payable, current | $ 151,500 | $ 151,500 | |||
Interest | 10.00% | 10.00% | |||
KBM Worldwide Inc Note 2 [Member] | |||||
Short-term Debt [Line Items] | |||||
Lender | [2] | KBM Worldwide Inc. | |||
Origination | [2] | Dec. 29, 2014 | |||
Maturity | [2] | Oct. 1, 2015 | |||
Convertible notes payable, current | [2] | $ 95,848 | |||
Interest | [2] | 22.00% | |||
[1] | Note is currently in default. The default interest rate of 22% 60% 20 | ||||
[2] | Note is currently in default. The default interest rate of 22% 60% 20 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2021Integer | Jul. 31, 2021Integer | |
Debt Disclosure [Abstract] | ||
Debt interest rate | 22.00% | 22.00% |
Debt conversion percentage | 0.60 | 0.60 |
Debt trading days | 20 | 20 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL (Details) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Debt mesurement input | 125 | 253 | 191 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt mesurement input | 1.24 | 1.24 | 1.93 |
Minimum [Member] | Measurement Input, Expected Term [Member] | |||
Debt Instrument [Line Items] | |||
Expected term | 1 year | 1 year | 1 year |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Debt mesurement input | 165 | 466 | 455 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt mesurement input | 1.53 | 1.53 | 1.99 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |||
Debt Instrument [Line Items] | |||
Expected term | 3 years | 3 years | 3 years |
CONVERTIBLE NOTE PAYABLES (Deta
CONVERTIBLE NOTE PAYABLES (Details Narrative) | Jun. 29, 2021USD ($)shares | Oct. 31, 2021USD ($)Integershares | Oct. 31, 2020USD ($) | Jul. 31, 2021USD ($)Integershares | Jul. 31, 2020USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt interest rate | 22.00% | 22.00% | |||
Debt Instrument, Convertible, Conversion Ratio | 0.60 | 0.60 | |||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 20 | 20 | |||
Settlement of debt | $ 297,297 | ||||
GS Capital Partners LLC [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt Instrument, Convertible, Conversion Ratio | 0.60 | 0.60 | |||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 20 | 20 | |||
Debt conversion of common stock, shares | shares | 126,250,000 | 36,594,203 | |||
KBM Worldwide Inc [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt Instrument, Convertible, Conversion Ratio | 0.61 | 0.61 | |||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 10 | 10 | |||
Debt conversion of common stock, shares | shares | 46,573,459 | 30,148,153 | |||
Third Party Lender [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt conversion of common stock, shares | shares | 30,198,755 | 22,187,901 | |||
Debt conversion of principal and interest | $ 69,449 | $ 232,057 | |||
Third Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt interest rate | 10.00% | ||||
Debt conversion of common stock, shares | shares | 2,500,000 | ||||
Loan payable | $ 151,500 | ||||
Debt maturity date | Jun. 29, 2022 | ||||
Legal fees | $ 125,000 | ||||
Proceeds from convertible debt | 125,000 | ||||
Settlement of debt | 93,899 | ||||
Debt face amount | 391,196 | ||||
Debt settlement income | $ 297,297 | ||||
Third Party One [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt interest rate | 10.00% | 10.00% | |||
Third Party Two [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt interest rate | 12.00% | 12.00% | |||
Third Party Three [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt interest rate | 22.00% | 22.00% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Oct. 31, 2021 | Sep. 25, 2021 | Aug. 27, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Aug. 04, 2021 | Jul. 31, 2021 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 28, 2021 | Jul. 26, 2021 | Jul. 31, 2020 |
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 | 100,000,000 | 1,000,000,000 | ||||||
Preferred stock shares authorized | 250,000,000 | 250,000,000 | ||||||||||
Preferred stock unauthorizied shares | 99,000,000 | 99,000,000 | ||||||||||
Lender [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of common stock | 3,743,590 | 2,979,564 | 3,740,741 | 3,743,590 | 30,198,755 | 22,187,901 | ||||||
Conversion of common stock, shares | $ 9,000 | $ 7,449 | $ 10,100 | $ 14,600 | $ 69,449 | $ 232,057 | ||||||
FOMO Advisors LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 50,000,000 | |||||||||||
Preferred Class A [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 130,000,000 | 130,000,000 | 130,000,000 | |||||||||
Conversion of common stock | 50 | |||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | 0 | |||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||
Preferred stock voting rights | voting rights of 1 vote per share | |||||||||||
Preferred Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Conversion of common stock | 1,000 | |||||||||||
Preferred Stock, Shares Outstanding | 320,000 | 300,000 | 320,000 | 300,000 | 0 | |||||||
Preferred Stock, Shares Issued | 320,000 | 300,000 | 320,000 | 300,000 | 0 | |||||||
Preferred stock voting rights | 320,000,000 votes | 300,000,000 votes | voting rights of 1,000 votes per share | |||||||||
Shares issued for services | 20,000 | |||||||||||
Preferred Class B [Member] | Kanab Corp [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued on acquisition | 300,000 | |||||||||||
Preferred Class C [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Conversion of common stock | 1 | |||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 0 | |||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 0 | |||||||
Preferred stock voting rights | 100,000,000,000 votes | 100,000,000,000 votes | voting rights of 100,000 votes per share | |||||||||
Preferred Class C [Member] | Chief Executive Officer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of new shares issued | 1,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 01, 2022 | Jan. 01, 2022 | Nov. 28, 2021 | Sep. 25, 2021 | Aug. 27, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Aug. 04, 2021 | Jan. 01, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Nov. 14, 2021 | Sep. 30, 2021 | Jul. 31, 2020 |
Subsequent Event [Line Items] | ||||||||||||||
Stock price | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 100 | |||||||||||||
Lender [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of common stock, shares | $ 9,000 | $ 7,449 | $ 10,100 | $ 14,600 | $ 69,449 | $ 232,057 | ||||||||
Conversion of common stock | 3,743,590 | 2,979,564 | 3,740,741 | 3,743,590 | 30,198,755 | 22,187,901 | ||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 20,000 | |||||||||||||
Series B Preferred Stock [Member] | OTC Watch LLC [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100.00% | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock purchase warrants issued | 2,000,000 | |||||||||||||
Warrants expiration term | 3 years | |||||||||||||
Strike price of warrants | $ 0.01 | |||||||||||||
Subsequent Event [Member] | GENBIO Inc [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,036,188 | |||||||||||||
Equity Method Investment, Ownership Percentage | 19.90% | 19.90% | 19.90% | |||||||||||
Subsequent Event [Member] | GENBIO Inc [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 99,868,000 | |||||||||||||
Stock price | $ 19 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 189,749 | |||||||||||||
Subsequent Event [Member] | The Agrarian Group, LLC [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,242,000 | 1,242,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 19.99% | 19.99% | ||||||||||||
Subsequent Event [Member] | The Agrarian Group, LLC [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 99,868,000 | |||||||||||||
Stock price | $ 12 | $ 12 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 119,841 | |||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000 | 99,868 | 99,868 |