Cover
Cover - shares | 9 Months Ended | |
Jul. 31, 2021 | Sep. 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 001-34106 | |
Entity Registrant Name | VERUS INTERNATIONAL, INC | |
Entity Central Index Key | 0001430523 | |
Entity Tax Identification Number | 11-3820796 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 9841 Washingtonian Blvd #200 | |
Entity Address, City or Town | Gaithersburg | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20878 | |
City Area Code | (301) | |
Local Phone Number | 329-2700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,029,400 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 |
Current Assets | ||
Cash | $ 69,480 | $ 21,483 |
Accounts receivable, net | 5,524,873 | 4,933,322 |
Inventory | 85,667 | 60,378 |
Prepaid expenses | 84,518 | 170,874 |
Other assets | 9,434 | 8,629 |
Assets of discontinued operations | 41 | 453,809 |
Total Current Assets | 5,774,013 | 5,648,495 |
Property and equipment, net | 106,024 | 139,444 |
Operating lease right-of-use asset, net | 221,115 | 383,225 |
Intangible asset, net | 395,505 | 453,858 |
Total Assets | 6,496,657 | 6,625,022 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,157,457 | 2,138,666 |
Operating lease liability | 91,621 | 178,327 |
Interest payable | 296,962 | 161,427 |
Due to officer | 1,801 | 1,801 |
Notes payable | 1,517,497 | 1,337,925 |
Convertible notes payable, net | 538,610 | 387,193 |
Derivative liability | 699,797 | 180,404 |
Liabilities of discontinued operations | 160,448 | 592,072 |
Total Current Liabilities | 5,464,193 | 4,977,815 |
Long-Term Liabilities | ||
Notes payable, net of current portion | 34,826 | |
Operating lease liability, net of current portion | 129,494 | 214,284 |
Total Liabilities | 5,593,687 | 5,226,925 |
Commitments and Contingencies (Note 11) | ||
Stockholders’ Equity | ||
Common stock, $0.000001 par value; 7,500,000,000 shares authorized and 14,847,812 and 10,278,867 shares issued at July 31, 2021 and October 31, 2020, respectively (as adjusted for a 1-for-500 reverse stock split as discussed in Note 1) | 15 | 10 |
Additional paid-in-capital | 46,481,743 | 45,562,840 |
Shares to be issued | 43,100 | |
Accumulated deficit | (45,621,918) | (44,164,783) |
Total Stockholders’ Equity | 902,970 | 1,398,097 |
Total Liabilities and Stockholders’ Equity | 6,496,657 | 6,625,022 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Convertible preferred stock, value | 29 | 29 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Convertible preferred stock, value | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Convertible preferred stock, value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, shares issued | 14,847,812 | 10,278,867 |
Reverse stock split | as adjusted for a 1-for-500 reverse stock split | as adjusted for a 1-for-500 reverse stock split |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.000001 | $ 0.000001 |
Convertible preferred stock, shares authorized | 120,000,000 | 120,000,000 |
Convertible preferred stock, shares issued | 28,944,601 | 28,944,601 |
Convertible preferred stock, shares outstanding | 28,944,601 | 28,944,601 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.000001 | $ 0.000001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.000001 | $ 0.000001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 680,801 | 680,801 |
Convertible preferred stock, shares outstanding | 680,801 | 680,801 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,848,389 | $ 5,915,587 | $ 8,612,422 | $ 16,712,149 |
Cost of revenue | 1,384,211 | 4,776,122 | 6,809,203 | 13,378,280 |
Gross Profit | 464,178 | 1,139,465 | 1,803,219 | 3,333,869 |
Operating Expenses: | ||||
Salaries and benefits | 129,974 | 272,934 | 395,925 | 8,873,090 |
Selling and promotions expense | 85,775 | 157,579 | 224,276 | 286,544 |
Legal and professional fees | 23,840 | 157,133 | 38,816 | 550,527 |
General and administrative | 469,862 | 521,718 | 1,628,664 | 1,667,710 |
Total Operating Expenses | 709,451 | 1,109,364 | 2,287,681 | 11,377,871 |
Operating (loss) income | (245,273) | 30,101 | (484,462) | (8,044,002) |
Other (Expense) Income: | ||||
Interest expense | (52,473) | (837,816) | (199,414) | (1,031,495) |
Amortization of debt discounts and issuance costs | (49,152) | (136,124) | (113,916) | (454,773) |
Loss on extinguishment and settlement of convertible notes payable | (41,325) | (76,266) | (723,773) | |
(Loss) gain on change in fair value of derivative liability | (19,743) | 8,229 | ||
Gain on forgiveness of Paycheck Protection Program loan | 104,479 | 104,479 | ||
Initial derivative liability expense | (86,000) | (800,213) | (86,000) | |
Gain on settlement of liabilities | 104,774 | |||
Total Other (Expense) Income | (58,214) | (1,059,940) | (972,327) | (2,296,041) |
Loss from continuing operations before income taxes | (303,487) | (1,029,839) | (1,456,789) | (10,340,043) |
Income taxes | ||||
Loss from continuing operations | (303,487) | (1,029,839) | (1,456,789) | (10,340,043) |
Discontinued operations (Note 13) | ||||
Loss from discontinued operations | (300,074) | (346) | (806,279) | |
Net loss | $ (303,487) | $ (1,329,913) | $ (1,457,135) | $ (11,146,322) |
Loss per common share: | ||||
Loss from continuing operations per common share – basic and diluted | $ (0.02) | $ (0.20) | $ (0.12) | $ (2.13) |
Loss from discontinued operations per common share – basic and diluted | (0.05) | 0 | (0.17) | |
Loss per common share – basic and diluted | $ (0.02) | $ (0.25) | $ (0.12) | $ (2.30) |
Weighted average shares outstanding – basic and diluted | 13,423,712 | 5,267,016 | 12,507,231 | 4,845,878 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock to be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2019 | $ 45 | $ 5 | $ 27,568,220 | $ (28,494,590) | $ (926,320) | |||
Balance, shares at Oct. 31, 2019 | 44,570,101 | 430,801 | 4,611,557 | |||||
Conversion of convertible promissory notes to common stock | 877,039 | 877,039 | ||||||
Conversion of convertible promissory notes to common stock, shares | 30,196 | |||||||
Conversion of Preferred Stock A to common stock | $ (3) | 3 | ||||||
Conversion of Preferred Stock A to common stock, shares | (3,125,500) | |||||||
Shares to be issued for conversion of convertible promissory note to common stock | 465,675 | 465,675 | ||||||
Shares issued under stock-based compensation | 2,253,238 | 90,000 | 2,343,238 | |||||
Net loss | (2,503,288) | (2,503,288) | ||||||
Ending balance, value at Jan. 31, 2020 | $ 42 | $ 5 | 30,698,497 | 555,678 | (30,997,878) | 256,344 | ||
Balance, shares at Jan. 31, 2020 | 41,444,601 | 430,801 | 4,641,753 | |||||
Beginning balance, value at Oct. 31, 2019 | $ 45 | $ 5 | 27,568,220 | (28,494,590) | (926,320) | |||
Balance, shares at Oct. 31, 2019 | 44,570,101 | 430,801 | 4,611,557 | |||||
Conversion of convertible promissory notes to common stock, shares | 144,000 | |||||||
Net loss | (11,146,322) | |||||||
Ending balance, value at Jul. 31, 2020 | $ 29 | $ 6 | 40,209,226 | (39,640,911) | 568,350 | |||
Balance, shares at Jul. 31, 2020 | 28,944,601 | 430,801 | 5,944,667 | |||||
Beginning balance, value at Jan. 31, 2020 | $ 42 | $ 5 | 30,698,497 | 555,678 | (30,997,878) | 256,344 | ||
Balance, shares at Jan. 31, 2020 | 41,444,601 | 430,801 | 4,641,753 | |||||
Conversion of convertible promissory notes to common stock | 656,011 | (465,675) | 190,336 | |||||
Conversion of convertible promissory notes to common stock, shares | 196,776 | |||||||
Conversion of Preferred Stock A to common stock | 3 | (3) | ||||||
Conversion of Preferred Stock A to common stock, shares | 6,251 | |||||||
Beneficial conversion feature for conversion of convertible promissory notes to common stock | 830,162 | 830,162 | ||||||
Shares issued under stock-based compensation | 6,606,312 | 6,606,312 | ||||||
Net loss | (7,313,120) | (7,313,120) | ||||||
Ending balance, value at Apr. 30, 2020 | $ 42 | $ 5 | 38,790,985 | 90,000 | (38,310,998) | 570,034 | ||
Balance, shares at Apr. 30, 2020 | 41,444,601 | 430,801 | 4,844,780 | |||||
Conversion of convertible promissory notes to common stock | $ 1 | 1,068,311 | 1,068,312 | |||||
Conversion of convertible promissory notes to common stock, shares | 968,404 | |||||||
Conversion of Preferred Stock A to common stock | $ (13) | 13 | ||||||
Conversion of Preferred Stock A to common stock, shares | (12,500,000) | 25,000 | ||||||
Shares issued from sale of common stock | 91,917 | 91,917 | ||||||
Shares issued for sale of Common Stock, shares | 24,483 | |||||||
Shares issued under stock-based compensation | 180,000 | (90,000) | 90,000 | |||||
Shares issued under stock-based compensation, shares | 30,000 | |||||||
Shares of common stock issued for vendor services | 78,000 | 78,000 | ||||||
Issuance of common stock for vendor services, shares | 52,000 | |||||||
Net loss | (1,329,913) | (1,329,913) | ||||||
Ending balance, value at Jul. 31, 2020 | $ 29 | $ 6 | 40,209,226 | (39,640,911) | 568,350 | |||
Balance, shares at Jul. 31, 2020 | 28,944,601 | 430,801 | 5,944,667 | |||||
Beginning balance, value at Oct. 31, 2020 | $ 29 | $ 1 | $ 10 | 45,562,840 | (44,164,783) | 1,398,097 | ||
Balance, shares at Oct. 31, 2020 | 28,944,601 | 680,801 | 10,278,867 | |||||
Conversion of convertible promissory notes to common stock | $ 2 | 464,652 | 464,654 | |||||
Conversion of convertible promissory notes to common stock, shares | 1,685,917 | |||||||
Shares of common stock issued for vendor services | 18,964 | 18,964 | ||||||
Issuance of common stock for vendor services, shares | 67,728 | |||||||
Shares of common stock to be issued for vendor services | 13,100 | 13,100 | ||||||
Net loss | (446,135) | (446,135) | ||||||
Ending balance, value at Jan. 31, 2021 | $ 29 | $ 1 | $ 12 | 46,046,456 | 13,100 | (44,610,918) | 1,448,680 | |
Balance, shares at Jan. 31, 2021 | 28,944,601 | 680,801 | 12,032,512 | |||||
Beginning balance, value at Oct. 31, 2020 | $ 29 | $ 1 | $ 10 | 45,562,840 | (44,164,783) | 1,398,097 | ||
Balance, shares at Oct. 31, 2020 | 28,944,601 | 680,801 | 10,278,867 | |||||
Net loss | (1,457,135) | |||||||
Ending balance, value at Jul. 31, 2021 | $ 29 | $ 1 | $ 15 | 46,481,743 | 43,100 | (45,621,918) | 902,970 | |
Balance, shares at Jul. 31, 2021 | 28,944,601 | 680,801 | 14,847,812 | |||||
Beginning balance, value at Jan. 31, 2021 | $ 29 | $ 1 | $ 12 | 46,046,456 | 13,100 | (44,610,918) | 1,448,680 | |
Balance, shares at Jan. 31, 2021 | 28,944,601 | 680,801 | 12,032,512 | |||||
Conversion of convertible promissory notes to common stock | 118,658 | 118,658 | ||||||
Conversion of convertible promissory notes to common stock, shares | 312,256 | |||||||
Issuance of common stock for note payable issuance | $ 1 | 87,999 | 88,000 | |||||
Stock-based compensation for restricted shares under employment contract | 18,663 | 18,663 | ||||||
Shares of common stock to be issued for vendor services | 15,000 | 15,000 | ||||||
Net loss | (707,513) | (707,513) | ||||||
Issuance of common stock for note payable issuance, shares | 400,000 | |||||||
Ending balance, value at Apr. 30, 2021 | $ 29 | $ 1 | $ 13 | 46,271,776 | 28,100 | (45,318,431) | 981,488 | |
Balance, shares at Apr. 30, 2021 | 28,944,601 | 680,801 | 12,744,768 | |||||
Conversion of convertible promissory notes to common stock | $ 2 | 209,967 | 209,969 | |||||
Conversion of convertible promissory notes to common stock, shares | 2,103,044 | |||||||
Shares of common stock to be issued for vendor services | 15,000 | 15,000 | ||||||
Net loss | (303,487) | (303,487) | ||||||
Ending balance, value at Jul. 31, 2021 | $ 29 | $ 1 | $ 15 | $ 46,481,743 | $ 43,100 | $ (45,621,918) | $ 902,970 | |
Balance, shares at Jul. 31, 2021 | 28,944,601 | 680,801 | 14,847,812 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,457,135) | $ (11,146,322) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Initial derivative liability expense | 800,213 | 86,000 |
Amortization of original issue discounts and deferred financing costs | 113,916 | 454,773 |
Depreciation and amortization | 91,773 | 178,605 |
Loss on extinguishment and settlement of debt | 76,266 | 723,773 |
Amortization of beneficial conversion feature | 830,162 | |
Gain on change in fair value of derivative liability | (8,229) | |
Stock-based compensation | (25,523) | 8,276,632 |
Gain on forgiveness of Paycheck Protection Program loan | (104,479) | |
Gain on settlement of liabilities | (104,774) | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (591,551) | (1,866,824) |
(Increase) decrease in inventory | (25,289) | 416,836 |
Decrease (increase) in prepaid expenses | 130,356 | (261,363) |
Increase in other assets | (805) | |
Increase in accounts payable and accrued expenses | 384,775 | 287,821 |
(Decrease) increase in right to use and lease obligation, net | (9,386) | 10,956 |
Net cash used in operating activities of continuing operations | (729,872) | (2,008,951) |
Net cash provided by operating activities of discontinued operations | 22,144 | 168,072 |
Net cash used in operating activities | (707,728) | (1,840,879) |
Cash flows from investing activities: | ||
Capital expenditures | (3,115) | |
Investment in unconsolidated entity | (100,000) | |
Net cash used in investing activities of continuing operations | (103,115) | |
Net cash used in investing activities of discontinued operations | (3,000) | |
Net cash used in investing activities | (106,115) | |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes payable, net of commissions | 578,400 | 1,221,500 |
Proceeds from issuance of notes payable | 240,325 | 354,480 |
Proceeds from sale of common stock | 91,917 | |
Payments applied to convertible promissory notes | (63,000) | |
Net cash provided by financing activities of continuing operations | 755,725 | 1,667,897 |
Net increase in cash | 47,997 | (279,097) |
Cash at beginning of period | 21,483 | 330,151 |
Cash at end of period | 69,480 | 51,054 |
Supplemental disclosure: | ||
Cash paid for interest | 18,765 | 14,885 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock-based compensation for common stock and common stock warrant issuances recognized in prior periods | 777,176 | |
Stock-based compensation for common stock issuance for services rendered to be recognized in future periods | 63,742 | |
Common Stock Issued in Exchange for Conversion of Series A Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Value | $ 16 | |
Shares | 31,251 | |
Common Stock Issued in Exchange for Conversion of Convertible Promissory Note and Accrued Interest [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Value | $ 793,279 | $ 3,431,524 |
Shares | 4,101,218 | 1,195,376 |
Common Stock Issued For Note Payable Issuance [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Value | $ 88,000 | |
Shares | 400,000 | |
Common Stock Issued for Vendor Services [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Value | $ 18,964 | |
Shares | 67,728 | |
Common Stock to be Issued for Vendor Services [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Value | $ 43,100 | |
Shares | 227,824 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION Explanatory Note All references to shares of our common stock contained herein have been adjusted to reflect a 1-for-500 reverse stock split Organization and Nature of Business Verus International, Inc., including its wholly-owned subsidiaries, are collectively referred to herein as “Verus,” “VRUS”, “Company,” “us,” or “we.” We were incorporated in the state of Delaware under the name Spectrum Gaming Ventures, Inc. on May 25, 1994. On October 10, 1995, we changed our name to Select Video, Inc. On October 24, 2007, we filed a Certificate of Ownership with the Delaware Secretary of State whereby Webdigs, Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name to Webdigs, Inc. On October 9, 2012, we consummated a share exchange (the “Exchange Transaction”) with Monaker Group, Inc. (formerly known as Next 1 Interactive, Inc.), a Nevada corporation (“Monaker”) pursuant to which we received all of the outstanding equity in Attaché Travel International, Inc., a Florida corporation and wholly owned subsidiary of Monaker (“Attaché”) in consideration for the issuance of 93 80 On May 1, 2018, Verus Foods MENA Limited (“Verus MENA”) entered into a Share Purchase and Sale Agreement with a purchaser (the “Purchaser”) pursuant to which Verus MENA sold 75 25 Since August 1, 2018, we, through our wholly-owned subsidiary, Verus Foods, Inc., an international supplier of consumer food products, have been focused on international consumer packaged goods, foodstuff distribution and wholesale trade. Our fine food products are sourced in the United States and exported internationally. We market consumer food products under our own brands primarily to supermarkets, hotels, and other members of the wholesale trade. Initially, we focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries with beverages as a second vertical, and during 2018, we added cold-storage facilities and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuff with the goal to create vertical farm-to-market operations. Verus has also begun to explore new consumer packaged goods (“CPG”) non-food categories, such as cosmetic and fragrances, for future product offerings. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION (continued) We currently have a significant regional presence in the Middle East and North Africa (“MENA”) and sub-Saharan Africa (excluding The Office of Foreign Assets Control restricted nations), with deep roots in the Gulf Cooperation Council (“GCC”) countries, which includes the United Arab Emirates, Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait. The Company’s long-term goal is to source goods and generate international wholesale and retail CPG sales in North and South America, Europe, Africa, Asia and Australia. In addition to the foregoing, since our acquisition of Big League Foods, Inc. (“BLF”) during April 2019, pursuant to which we acquired a license with Major League Baseball Properties, Inc. (“MLB”) to sell MLB-branded frozen dessert products and confections, we sold pint size ice cream in grocery store-type packaging. In addition, under our confections product line, we sold gummi and chocolate candies. The MLB license covered all 30 MLB teams, and all of our products pursuant to such license featured “home team” packaging that matched the fan base in each region. On December 18, 2020, we and our wholly owned subsidiary, BLF, entered into a letter agreement with ACG Global Solutions, Inc. and Game on Foods, Inc. (“GOF”), whereby for certain consideration, BLF sold, transferred, and assigned all of BLF’s rights, title, and interest in and to all of BLF’s assets to GOF. The assignments of our interests in the MLB and NHL licenses were completed on March 15, 2021 and March 25, 2021, respectively. Accordingly, we have classified the operating results and associated assets and liabilities from BLF as discontinued operations in the unaudited condensed consolidated financial statements for the nine months ended July 31, 2021 and 2020 (see Note 13). Furthermore, during August 2019, we purchased all of the assets of a french fry business in the Middle East. Basis of Presentation The unaudited condensed consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management, are necessary to fairly state the Company’s financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (the “SEC”); nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements for the nine months ended July 31, 2021 and 2020 include the operations of BLF effective April 25, 2019, Verus MENA effective May 1, 2018, and Verus Foods, Inc. effective January 2017. The operating results and associated assets and liabilities from BLF have been classified as discontinued operations in the unaudited condensed consolidated financial statements for the nine months ended July 31, 2021 and 2020 (see Note 13). All significant intercompany balances and transactions have been eliminated in the consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended October 31, 2020, contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2021. The results of operations for the nine months ended July 31, 2021, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending October 31, 2021. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION (continued) Impact of COVID-19 Pandemic A novel strain of coronavirus, COVID-19, surfaced during December 2019 and has spread around the world, including to the United States. During March 2020, COVID-19 was declared a pandemic by the World Health Organization. During certain periods of the pandemic thus far, a number of U.S. states and various countries throughout the world had been under governmental orders requiring that all workers remain at home unless their work was critical, essential, or life-sustaining. As a result of these governmental orders, the Company temporarily closed its domestic and international offices and required all of its employees to work remotely. As economic activity has begun and continues recovering, the impact of the COVID-19 pandemic on our business has been more reflective of greater economic and marketplace dynamics. Furthermore, in light of variant strains of the virus that have emerged, the COVID-19 pandemic could once again impact our operations and the operations of our customers and vendors as a result of quarantines, illnesses, and travel restrictions. The full impact of the COVID-19 pandemic on the Company’s financial condition and results of operations will depend on future developments, such as the ultimate duration and scope of the pandemic, its impact on the Company’s employees, customers, and vendors, in addition to how quickly economic conditions and operations resume and whether the pandemic impacts other risks disclosed in Item 1A “Risk Factors” within the Company’s Annual Report on Form 10-K. Even after the pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of any economic recession or depression that has occurred as a result of the pandemic. Therefore, the Company cannot reasonably estimate the impact at this time. The Company continues to actively monitor the pandemic and may determine to take further actions that alter its business operations as may be required by federal, state, or local authorities or that it determines are in the best interests of its employees, customers, vendors, and shareholders. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the collectability of accounts receivable, valuations of inventory, finite-lived intangible assets, accrued expenses, valuation of derivative liabilities, stock-based compensation and the valuation reserve for income taxes. Reclassifications Certain reclassifications of prior period amounts have been made to enhance comparability with the current period unaudited condensed consolidated financial statements, including, but not limited to, presentation of certain items within the unaudited consolidated balance sheets, unaudited statements of operations, unaudited consolidated statements of cash flows, and certain notes to the unaudited condensed consolidated financial statements. These reclassifications had no effect on the previously reported net loss. Concentrations of Credit Risk Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high-quality financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits, but may be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions. With respect to accounts receivable, the Company monitors the credit quality of its customers as well as maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Risk The Company’s food products accounts receivable, net and revenues are geographically concentrated with customers located in the GCC countries. In addition, significant concentrations exist with a limited number of customers. Approximately 69 69 Supplier Risk The Company purchases substantially all of its food products from a limited number of regions around the world or from a limited number of suppliers. Increases in the prices of the food products which we purchase could adversely affect our operating results if we are unable to offset the effect of these increased costs through price increases, and we can provide no assurance that we will be able to pass along such increased costs to our customers. Furthermore, if we cannot obtain sufficient food products or our suppliers cease to be available to us, we could experience shortages in our food products or be unable to meet our commitments to customers. Alternative sources of food products, if available, may be more expensive. For periods in which the prices are declining, the Company may be required to write down its inventory carrying cost which, depending on the extent of the differences between market price and carrying cost, could have a material adverse effect on the Company’s consolidated results of operations and financial position. Approximately 87 68% Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents at July 31, 2021 or October 31, 2020. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. At July 31, 2021 and October 31, 2020, the Company’s cash balances did not exceed the FDIC limit. Accounts Receivable The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses and such losses traditionally have been within its expectations. At July 31, 2021 and October 31, 2020, the Company determined there was no requirement for an allowance for doubtful accounts. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Inventory Inventory is stated at the lower of net realizable value or cost, determined on the first-in, first-out basis. Net realizable value is based on estimated selling prices in the ordinary course of business less reasonably predictable costs of completion and transportation. Inventories consist of finished products. Intangible Assets The Company amortizes its one intangible asset, certain acquired customer contracts, on a straight-line basis over the estimated useful life of the asset. Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment is depreciated based upon its estimated useful life after being placed in service. Leasehold improvements are depreciated based upon the remaining term of the related lease. The estimated useful lives range from 3 7 years Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Fair Value of Financial Instruments The Company accounts for the fair value of financial instruments in accordance with ASC topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and current and long-term debt. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. The fair value of short and long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. At July 31, 2021, the Company had a Level 3 financial instrument related to its derivative liability. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Revenue is derived from the sale of consumable and non-consumable products. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. In the event any discounts, sales incentives, or similar arrangements are agreed to with a customer, such amounts are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue (see Note 7). A contract asset is recognized for incremental costs to obtain a customer contract that are recoverable, otherwise such incremental costs are expensed as incurred. Shipping and Handling Costs Shipping and handling costs for freight expense on goods shipped are included in cost of sales. Freight expense on goods shipped for the nine months ended July 31, 2021 and 2020 was $ 639,757 732,691 Customer Deposits From time to time the Company requires prepayments for deposits in advance of delivery of products. Such amounts are initially recorded as customer deposits. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. Share-Based Compensation The Company computes share based payments in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (“FASB”) ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt using the effective interest method. Foreign Currency Translation The Company has one non-U.S. subsidiary, where the functional currency is the United Arab Emirates dirham (“AED”). The Company’s foreign subsidiary maintains its records using local currency. The related assets and liabilities of this non-U.S. subsidiary have been translated using end of period exchange rates and stockholders’ equity is translated at the historical exchange rates to the U.S. dollar. Income and expense items were translated using average exchange rates for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The exchange rate used to translate amounts in AED into USD for the purposes of preparing the unaudited condensed consolidated financial statements were as follows: SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES Balance sheet: July 31, 2021 October 31, 2020 Period-end AED: USD exchange rate $ 0.27230 $ 0.27229 Income statement: For the Three Months Ended For the Nine Months Ended July 31, July 31, 2021 2020 2021 2020 Average Period AED: USD exchange rate $ 0.27229 $ 0.27229 $ 0.27229 $ 0.27230 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. Income Taxes The Company accounts for income taxes in accordance with Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes ASC 740 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s tax returns for its October 31, 2020, 2019, and 2018 tax years may be selected for examination by the taxing authorities as the statute of limitations remains open. The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices for the tax years ended October 31, 2020 and 2019. Earnings Per Share In accordance with the provisions of FASB ASC Topic 260, Earnings per Share VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In computing diluted EPS, only potential common shares that are dilutive, those that reduce EPS or increase loss per share, are included. The effect of contingently issuable shares are not included if the result would be anti-dilutive, such as when a net loss is reported. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three and nine months ended July 31, 2021 and 2020, as we incurred a net loss for those periods. At July 31, 2021, there were outstanding warrants to purchase approximately 2,620,000 194,000 228,000 16,900,000 2,620,000 144,000 3,800,000 Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss. Concentrations, Risks and Uncertainties A significant portion of the Company’s ongoing operations are related to the international food industries, and its prospects for success are tied indirectly to interest rates and the worldwide demand for the Company’s food and beverage products. Segment Reporting Although the Company has a number of operating divisions, separate segment data has not been presented, as they meet the criteria for aggregation as permitted by ASC Topic 280, Segment Reporting. Recently Adopted Accounting Standards Effective November 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820) VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recently Issued Accounting Standards Not Yet Adopted During August 2020, the FASB issued ASU 2020-06, to modify and simplify the application of U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. The standard is effective for the Company as of November 1, 2024, with early adoption permitted. The Company is reviewing the impact of this guidance but does not currently expect the adoption of this guidance to have a material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3: GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss from continuing operations of $ 1,456,789 729,872 309,820 45,621,918 In order to meet its working capital needs through the next twelve months from the date of this report and to fund the growth of our business, the Company may consider plans to raise additional funds through the issuance of equity or debt. Although the Company intends to obtain additional financing to meet its cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all. The Company’s ability to raise additional capital will also be impacted by the recent COVID-19 pandemic, which such ability is highly uncertain, cannot be predicted, and could have an adverse effect on the Company’s business and financial condition. |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Jul. 31, 2021 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 4: PREPAID EXPENSES Prepaid expenses total $ 84,518 170,874 |
LEASES
LEASES | 9 Months Ended |
Jul. 31, 2021 | |
Leases | |
LEASES | NOTE 5: LEASES At July 31, 2021, the Company was party to one operating leases for its domestic warehouse operations in Stafford, Texas. Effective February 8, 2021, the Company terminated the operating lease for its corporate office and Gaithersburg, Maryland and entered into a new, short-term lease. The Company also has a short-term lease for office space in Dubai, UAE. At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in ASC 842. At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. A corresponding ROU asset is recorded, measured based on the initial measurement of the lease liability. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 5: LEASES (continued) Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset, which is calculated on a straight-line basis over the shorter of the useful life of the asset or the lease term, and interest expense on the lease liability, which is calculated using the effective interest rate method. The Company had no finance leases at July 31, 2021. For the nine months ended July 31, 2021, the Company had operating lease costs of $ 115,624 91,355 8,280 At July 31, 2021, the remaining lease term for our domestic warehouse operations is 28 5 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Future Minimum Lease Payments: Remainder of fiscal year 2021 $ 25,149 2022 100,596 2023 100,596 2024 8,383 Total Minimum Lease Payments $ 234,724 Less: amount representing interest (13,609 ) Present Value of Lease Liabilities $ 221,115 Less: current portion (91,621 ) Long-Term Portion $ 129,494 |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 9 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET, NET | NOTE 6: INTANGIBLE ASSET, NET At July 31, 2021, intangible asset, net, consists of a single intangible asset of certain acquired customer contracts. Through December 18, 2020, the Company held an acquired MLB license intangible and an NHL license intangible, which were assigned to GOF through a letter agreement with ACG Global Solutions, Inc. and GOF, effective December 18, 2020. The assignments of the Company’s interests in the MLB and NHL licenses were completed on March 15, 2021 and March 25, 2021, respectively. Accordingly, we have classified the impairment of these intangibles and the reversal of accrued license royalty fees within discontinued operations in the unaudited condensed consolidated financial statements for the nine months ended July 31, 2021 and 2020 (see Note 13). VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 6: INTANGIBLE ASSET, NET (continued) Acquired Customer Contracts The acquired customer contracts were purchased for $ 544,630 2,000,000 The net carrying amount of the intangible asset is as follows: SCHEDULE OF INTANGIBLE ASSETS Estimated Useful Lives July 31, 2021 October 31, 2020 Intangible asset: Customer contracts 7 years 544,630 544,630 Accumulated amortization (149,125 ) (90,772 ) Intangible assets, net $ 395,505 $ 453,858 As a result of the COVID-19 pandemic, we have considered its potential impact on our global supply chain, operations and routes to market or those of our suppliers, customers, distributors and retailers. Based on our analysis, we have determined there is currently no indication that the carrying amount of our acquired customer contracts is impaired and not fully recoverable, and therefore no impairment exists at July 31, 2021. Amortization expense for the three and nine months ended July 31, 2021 was $ 19,451 58,353 19,451 71,321 Annual amortization expense related to the existing net carrying amount of the intangible asset for the next five years is expected to be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Remainder of fiscal year 2021 $ 19,451 Fiscal year 2022 $ 77,804 Fiscal year 2023 $ 77,804 Fiscal year 2024 $ 77,804 Fiscal year 2025 $ 77,804 Fiscal year 2026 $ 64,838 |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 9 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATION | NOTE 7: REVENUE DISAGGREGATION The following table presents the Company’s revenue by country and major product lines: SCHEDULE OF NET REVENUE BY COUNTRY For the Three Months Ended For the Nine Months Ended July 31, July 31, 2021 2020 2021 2020 United Arab Emirates $ 1,621,601 $ 3,730,680 $ 6,632,975 $ 12,229,734 Oman 95,452 794,593 835,521 1,831,220 Kingdom of Saudi Arabia 95,880 335,579 537,557 1,028,892 Bahrain - 234,735 223,069 802,303 United States 35,456 820,000 383,300 820,000 Revenue $ 1,848,389 $ 5,915,587 $ 8,612,422 $ 16,712,149 Food products 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 7: REVENUE DISAGGREGATION (continued) For the nine months ended July 31, 2021, the Company was subject to revenue concentration risk as eight customers accounted for approximately 69 55% |
DEBT
DEBT | 9 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8: DEBT Convertible Notes Payable On April 29, 2020, the Company issued and sold a convertible promissory note to an accredited investor in the principal amount of $ 165,000 15,000 April 29, 2021 bears interest at a rate of 8 10.00 5.50 250,329 172,246 985,384 31,304 On May 12, 2020, the Company entered into a securities purchase agreement with an accredited investor and issued and sold a convertible promissory note in the principal amount of $ 153,000 May 12, 2021 bears interest at a rate of 9 th 159,885 900,597 78,422 On July 14, 2020, the Company entered into a securities purchase agreement with an accredited investor and issued and sold a convertible promissory note in the principal amount of $ 63,000 July 14, 2021 bears interest at a rate of 9 th VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 8: DEBT (continued) On July 22, 2020, the Company entered into a securities purchase agreement with an accredited investor and issued and sold a convertible promissory note in the principal amount of $ 90,000 15,000 July 22, 2021 bears interest at a rate of 4 50.00 th 95,292 1,084,391 32,871 On January 4, 2021, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $ 95,000 January 4, 2022 bears interest at a rate of 9 65,000 1,330,909 43,276 34,548 28,895 On January 13, 2021, the Company issued and sold a convertible promissory note to an accredited investor in the principal amount of $ 88,000 4,000 January 13, 2022 bears interest at a rate of 8 th 120,219 7,200 91,858 82,937 On April 7, 2021, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $ 88,500 April 7, 2022 bears interest at a rate of 9 91,031 86,112 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 8: DEBT (continued) On April 8, 2021, the Company issued and sold a convertible promissory note to an accredited investor in the principal amount of $ 150,000 20,000 April 8, 2022 bears interest at a rate of 8 th 282,500 5,200 153,781 132,740 On April 15, 2021, the Company issued and sold a convertible promissory note to an accredited investor in the principal amount of $ 143,000 13,000 April 15, 2022 bears interest at a rate of 6 th 238,200 11,700 145,539 125,608 On June 29, 2021, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $ 85,750 June 29, 2022 bears interest at a rate of 9 86,405 82,318 At July 31, 2021 and October 31, 2020, there was $ 538,610 and $ 387,193 of convertible notes payable outstanding, net of discounts of $ 46,639 and $ 35,806 , respectively. During the nine months ended July 31, 2021, amortization of original issue discount and issuance costs amounted to $ 61,017 1,222,435 During the nine months ended July 31, 2021, an aggregate of $ 444,423 91,457 1,875,929 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 8: DEBT (continued) Notes Payable On January 26, 2019, the Company entered into Amendment No. 1 to the promissory note (the “Monaco Note”) issued in favor of the Donald P. Monaco Insurance Trust on January 26, 2018 in the principal amount of $ 530,000 12 On February 8, 2019, the Company entered into Amendment No. 2 to the Monaco Note whereby the maturity date of the Monaco Note was extended to November 8, 2019. Upon maturity on November 8, 2019, the Company was not able to pay the balance due and the interest rate immediately increased to 18 % per annum. The note holder agreed to only impose the default interest rate and not proceed with any other default remedies currently available. On August 14, 2020, the Company entered into Amendment No. 3 (the “Third Note Amendment”) to the Monaco Note whereby (i) the timing of payments of principal and interest was amended and (ii) it was acknowledged and agreed that so long as the principal and interest payment schedule, as amended by the Third Note Amendment, is satisfied by the Company, the Company will not be in default pursuant to the payment of principal and interest of the Note. Furthermore, on October 26, 2020, the Company entered into Amendment No. 4 (the “Fourth Note Amendment”) to the Monaco Note whereby amendments were made to (i) the timing of payments of principal and interest, (ii) the determination of status of default, and (iii) the manner and application of payments. The Company received a notice of event of default and demand letter (“Demand Letter”) from the promissory note holder (“Note Holder”). The Company expects to work with the Note Holder to negotiate a repayment structure whereby the Company can repay the Note Holder the balance due as quickly as possible based upon its available capital. Through July 31, 2021, the Company paid an aggregate of $ 116,152 of accrued interest in accordance with the provisions of the Fourth Note Amendment. On March 31, 2020, the Company issued and sold a promissory note to an accredited investor in the principal amount of $ 312,500 62,500 July 1, 2020 bears interest at a rate of 4 150,000 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 8: DEBT (continued) On April 23, 2020, the Company entered into a promissory note with an approved lender in the principal amount of $ 104,479 The note was approved under the provisions of the Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”) and the terms of the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program. The note accrues interest for the first six months following the issuance date at a rate of 1% per annum, (increasing to 6% per annum upon the occurrence of an Event of Default (as defined in the note)), and beginning November 23, 2020, requires 18 monthly payments of $5,880 each, consisting of principal and interest until paid in full on April 23, 2022. The note may be prepaid by the Company at any time prior to the maturity date with no prepayment penalties 105,710 On February 1, 2021, the Company entered into a securities purchase agreement with an accredited investor and issued an 12 303,000 39,500 240,325 23,175 200,000 200,000 Repayments of the promissory note shall be made in eight (8) installments each in the amount of $42,420 commencing on July 1, 2021 and continuing thereafter each thirty (30) days until February 1, 2022 339,360 249,224 Revolving Credit Agreement On July 31, 2019, the Company entered into a secured, $ 500,000 revolving credit agreement (“Credit Facility”). Borrowings under the Credit Facility may be used to fund working capital needs and bear interest at a one-month LIBOR-based rate plus 300 basis-points (3.101% at July 31, 2021). At July 31, 2021, $ 425,772 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 9: DERIVATIVE LIABILITY The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging The derivative liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from October 31, 2020 to July 31, 2021. SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE RECURRING BASIS Conversion feature derivative liability October 31, 2019 $ - Initial fair value of derivative liability charged to other expense 336,329 Gain on change in fair value included in earnings (69,925 ) Derivative liability relieved by conversions of convertible promissory notes (86,000 ) October 31, 2020 $ 180,404 Initial fair value of derivative liability charged to other expense 279,512 Gain on change in fair value included in earnings (39,207 ) Derivative liability relieved by conversions of convertible promissory notes (180,404 ) January 31, 2021 $ 240,305 Initial fair value of derivative liability charged to other expense 520,701 Loss on change in fair value included in earnings 11,235 Derivative liability relieved by conversions of convertible promissory notes (47,834 ) April 30, 2021 $ 724,407 Initial fair value of derivative liability charged to other expense - Loss on change in fair value included in earnings 19,743 Derivative liability relieved by conversions of convertible promissory notes (44,353 ) July 31, 2021 $ 699,797 Total derivative liability at July 31, 2021 and October 31, 2020 amounted to $ 699,797 180,404 8,229 0.48 0.07 The Company used the following assumptions for determining the fair value of the convertible instrument granted under the binomial pricing model with a binomial simulation at July 31, 2021: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE LIABILITY Expected volatility 126.1 781.3 % Expected term 5.5 8.5 Risk-free interest rate 0.05 0.06 % Stock price $ 0.07 The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. At July 31, 2021, the Company did not have any derivative instruments that were designated as hedges. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10: STOCKHOLDERS’ EQUITY The total number of shares of all classes of stock that the Company shall have the authority to issue is 7,625,000,000 7,500,000,000 0.000001 14,847,812 125,000,000 0.000001 120,000,000 28,944,601 1,000,000 1,000,000 680,801 On October 6, 2020, stockholders holding a majority of the voting power of the Company’s issued and outstanding shares of voting stock, executed a written consent approving 1) an amendment to the Company’s Certificate of Incorporation, (the “Certificate of Incorporation”) to effect a consolidation of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio of 1-for-500 (the “Reverse Stock Split”) 750,000,000 1,500,000 On November 18, 2020, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, to 1) effect a consolidation of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio of 1-for-500 (the “Reverse Stock Split”) VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 10: STOCKHOLDERS’ EQUITY (continued) Common Stock During the nine months ended July 31, 2021, the Company: ● issued 4,101,218 793,279 ● issued 400,000 200,000 200,000 ● issued 67,728 ● recorded 227,824 During the nine months ended July 31, 2020, the Company: ● issued 1,195,376 3,431,524 830,162 ● issued 31,251 15,625,500 ● issued 30,000 50% 60,000 123,750 ● issued 24,483 91,917 ● issued 52,000 Common Stock Warrants At July 31, 2021, there were warrants to purchase up to 2,619,114 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 10: STOCKHOLDERS’ EQUITY (continued) The following table sets forth common share purchase warrants outstanding at July 31, 2021: SCHEDULE OF COMMON SHARE PURCHASE WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, October 31, 2020 2,619,114 $ 2.24 $ Warrants granted and issued - $ - $ - Warrants exercised - $ - $ - Warrants forfeited - $ - $ - Outstanding, July 31, 2021 2,619,114 $ 2.24 $ - Common stock issuable upon exercise of warrants 2,619,114 $ 2.24 $ - SCHEDULE OF SHARE-BASED COMPENSATION, ACTIVITY Common Stock Issuable Common Stock Issuable Upon Exercise of Upon Warrants Warrants Outstanding Exercisable Weighted Number Average Weighted Number Weighted Range of Outstanding Remaining Average Exercisable Average Exercise at July 31, Contractual Exercise At July 31, Exercise Prices 2021 Life (Years) Price 2021 Price $ 1,25 1,160,000 0.60 $ 1.25 1,160,000 $ 1.25 $ 3.00 1,457,114 1.51 $ 3.00 1,457,114 $ 3.00 $ 25.00 2,000 1.42 $ 25.00 2,000 $ 25.00 2,619,114 1.11 $ 2.24 2,619,114 $ 2.24 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES Contracts and Commitments Executed Pursuant Employment Agreements On February 17, 2021, Anshu Bhatnagar resigned as Chief Executive Officer of the Company, and on May 18, 2021 resigned as a member of the Board of Directors and the role of Chairman of the Board of Directors of the Company. Upon such resignation, Mr. Bhatnagar’s employment agreement was terminated. On February 17, 2021, Apurva Dhruv was appointed as Chief Executive Officer of the Company pursuant to the terms of an employment agreement (the “2021 Employment Agreement”) as approved by the Board of Directors of the Company. On May 18, 2021, Mr. Dhruv was appointed as a member of the Board of Directors and will serve in the role of Chairman of the Board of Directors of the Company. Lease Agreement At July 31, 2021, the Company was party to one The Company incurs rent expense of $ 8,383 November 30, 2023 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) |
LITIGATION
LITIGATION | 9 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 12: LITIGATION On April 4, 2019, Auctus Fund, LLC (“Auctus”) commenced a lawsuit against the Company in the United States District Court for the District of Massachusetts. On August 27, 2019 the Company filed a motion to dismiss this lawsuit. On September 30, 2019, Auctus responded by filing a First Amended Complaint. The Company then filed a second motion to dismiss on October 24, 2019. On February 25, 2020, the court issued a decision dismissing the securities laws and unjust enrichment and breach of fiduciary duty claims and retaining the breach of contract, breach of covenant of good faith, fraud and deceit, and negligent misrepresentation-and the Massachusetts Consumer Protection Act claims. The Company filed its Answer to the complaint on March 10, 2020. The case remains pending in the District of Massachusetts. This case stems from a securities purchase agreement and convertible note issued in May 2017, a securities purchase agreement and convertible note issued in July 2018, the spin-off of the Company’s real estate division into NestBuilder including the issuance of shares of NestBuilder in the spin-off to the Company’s stockholders and an inducement agreement, release and payoff agreement executed by the parties in February 2019 whereby the Company settled the balance of outstanding amounts owed to Auctus in consideration for cash and shares of NestBuilder. Auctus has requested that the court grant it injunctive and equitable relief and specific performance with respect to the Company’s obligations; determine that the Company is liable for all damages, losses and costs and award Auctus actual losses sustained; award Auctus costs including, but not limited to, costs required to prosecute the action including attorneys’ fees; and punitive damages. The Company intends to continue to defend this matter and although the ultimate outcome cannot be predicted with certainty, based on the current information available, the Company does not believe the ultimate liability, if any, will have a material adverse effect on its financial condition or results of operations. On April 23, 2021, a class action lawsuit was commenced against the Company in the United States District Court for the District of Maryland and alleges various violations of the federal securities laws under the Securities Exchange Act of 1934. The Company intends to defend this matter and although the ultimate outcome cannot be predicted with certainty, based on the current information available, the Company does not believe the ultimate liability, if any, will have a material adverse effect on its financial condition or results of operations. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Jul. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 13: DISCONTINUED OPERATIONS The Company has classified the operating results and associated assets and liabilities from its BLF subsidiary, of which BLF assets were sold, transferred, and assigned to GOF on December 18, 2020, as discontinued operations in the unaudited condensed consolidated financial statements for the nine months ended July 31, 2021 and 2020. The assets and liabilities associated with discontinued operations included in our consolidated balance sheets were as follows: SCHEDULE OF DISCONTINUED OPERATIONS INCLUDED IN CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS July 31, 2021 October 31, 2020 Discontinued Continuing Total Discontinued Continuing Total Assets Current Assets Cash $ 41 $ 69,480 $ 69,521 $ 26 $ 21,483 $ 21,509 Accounts receivable, net - 5,524,873 5,524,873 225,368 4,933,322 5,158,690 Inventory - 85,667 85,667 - 60,378 60,378 Prepaid expenses - 84,518 84,518 46,047 170,874 216,921 Other assets - 9,434 9,434 - 8,629 8,629 Total Current Assets 41 5,773,972 5,774,013 271,441 5,194,686 5,466,127 Property and equipment, net - 106,024 106,024 8,054 139,444 147,498 Operating lease right-of-use asset, net - 221,115 221,115 - 383,225 383,225 Intangible asset, net - 395,505 395,505 174,314 453,858 628,172 Total Assets $ 41 $ 6,496,616 $ 6,496,657 $ 453,809 $ 6,171,213 $ 6,625,022 Liabilities Current Liabilities Accounts payable and accrued expenses $ 160,448 $ 2,157,457 $ 2,317,905 $ 592,072 $ 2,138,666 $ 2,730,738 Operating lease liability - 91,621 91,621 - 178,327 178,327 Interest payable - 296,962 296,962 - 161,427 161,427 Due to officer - 1,801 1,801 - 1,801 1,801 Notes payable - 1,517,497 1,517,497 - 1,337,925 1,337,925 Convertible notes payable, net - 538,610 538,610 - 387,193 387,193 Derivative liability - 699,797 699,797 - 180,404 180,404 Total Current Liabilities 160,448 5,303,745 5,464,193 592,072 4,385,743 4,977,815 Notes payable, net of current portion - - - - 34,826 34,826 Operating lease liability, net of current portion - 129,494 129,494 - 214,284 214,284 Total Liabilities $ 160,448 $ 5,433,239 $ 5,593,687 $ 592,072 $ 4,634,853 $ 5,226,925 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 13: DISCONTINUED OPERATIONS (continued) The revenues and expenses associated with discontinued operations included in our consolidated statements of operations were as follows: Three Months Ended July 31, 2021 2020 Discontinued Continuing Total Discontinued Continuing Total Revenue $ - $ 1,848,389 $ 1,848,389 $ 257,491 $ 5,915,587 $ 6,173,078 Cost of revenue - 1,384,211 1,384,211 484,029 4,776,122 5,260,151 Gross Profit - 464,178 464,178 (226,538 ) 1,139,465 912,927 Salaries and benefits - 129,974 129,974 62,158 272,934 335,092 Selling and promotions expense - 85,775 85,775 210 157,579 157,789 Legal and professional fees - 23,840 23,840 (2,151 ) 157,133 154,982 General and administrative - 469,862 469,862 13,318 521,718 535,036 Total Operating Expenses - 709,451 709,451 73,536 1,109,364 1,182,900 Operating loss - (245,273 ) (245,273 ) (300,074 ) 30,101 (269,973 ) Other Income (Expense): Interest expense - (52,473 ) (52,473 ) - (837,816 ) (837,816 ) Initial derivative liability expense - - - - (86,000 ) (86,000 ) Amortization of original issue discounts and deferred financing costs - (49,152 ) (49,152 ) - (136,124 ) (136,124 ) Loss on extinguishment and settlement of debt - (41,325 ) (41,325 ) - - - (Loss) Gain on change in fair value of derivative liability - (19,743 ) (19,743 ) - - - Gain on forgiveness of Paycheck Protection Program loan - 104,479 104,479 - - - Total Other (Expense) Income - (58,214 ) (58,214 ) - (1,059,940 ) (1,059,940 ) Loss before income taxes - (303,487 ) (303,487 ) (300,074 ) (1,029,839 ) (1,329,913 ) Income taxes - - - - - - Net loss $ - $ (303,487 ) $ (303,487 ) $ (300,074 ) $ (1,029,839 ) $ (1,329,913 ) VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 13: DISCONTINUED OPERATIONS (continued) Nine Months Ended July 31, 2021 2020 Discontinued Continuing Total Discontinued Continuing Total Revenue $ 1,291 $ 8,612,422 $ 8,613,713 $ 282,476 $ 16,712,149 $ 16,994,625 Cost of revenue - 6,809,203 6,809,203 833,934 13,378,280 14,212,214 Gross Profit 1,291 1,803,219 1,804,510 (551,458 ) 3,333,869 2,782,411 Salaries and benefits (10,599 ) 395,925 385,326 185,441 8,873,090 9,058,531 Selling and promotions expense - 224,276 224,276 2,727 286,544 289,271 Legal and professional fees - 38,816 38,816 1,986 550,527 552,513 General and administrative 12,236 1,628,664 1,640,900 64,560 1,667,710 1,732,270 Total Operating Expenses 1,637 2,287,681 2,289,318 254,714 11,377,871 11,632,585 Operating loss (346 ) (484,462 ) (484,808 ) (806,171 ) (8,044,002 ) (8,850,173 ) Other Income (Expense): Interest expense - (199,414 ) (199,414 ) (107 ) (1,031,495 ) (1,031,602 ) Initial derivative liability expense - (800,213 ) (800,213 ) - (86,000 ) (86,000 ) Amortization of original issue discounts and deferred financing costs - (113,916 ) (113,916 ) - (454,773 ) (454,773 ) Loss on extinguishment and settlement of debt - (76,266 ) (76,266 ) - (723,773 ) (723,773 ) Gain on change in fair value of derivative liability - 8,229 8,229 - - - Gain on forgiveness of Paycheck Protection Program loan - 104,479 104,479 - - - Gain on settlement of liabilities - 104,774 104,774 - - - Total Other (Expense) Income - (972,327 ) (972,327 ) (107 ) (2,296,041 ) (2,296,148 ) Loss before income taxes (346 ) (1,456,789 ) (1,457,135 ) (806,279 ) (10,340,043 ) (11,146,322 ) Income taxes - - - - - - Net loss $ (346 ) $ (1,456,789 ) $ (1,457,135 ) $ (806,279 ) $ (10,340,043 ) $ (11,146,322 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14: SUBSEQUENT EVENTS On August 5, 2021, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $ 73,750 August 5, 2022 9 22 On August 12, 2021, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $ 110,000 (including a $ 10,000 original issuance discount). The note matures on August 12, 2022 , bears interest at a rate of 6 % per annum (increasing to 24 % per annum upon the occurrence of an Event of Default (as defined in the note)). This convertible debenture converts at 60 % of the lowest closing price during the 15 trading days prior to conversion and may be prepaid by the Company at any time prior to the 180 th |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the collectability of accounts receivable, valuations of inventory, finite-lived intangible assets, accrued expenses, valuation of derivative liabilities, stock-based compensation and the valuation reserve for income taxes. |
Reclassifications | Reclassifications Certain reclassifications of prior period amounts have been made to enhance comparability with the current period unaudited condensed consolidated financial statements, including, but not limited to, presentation of certain items within the unaudited consolidated balance sheets, unaudited statements of operations, unaudited consolidated statements of cash flows, and certain notes to the unaudited condensed consolidated financial statements. These reclassifications had no effect on the previously reported net loss. |
Concentrations of Credit Risk | Concentrations of Credit Risk Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high-quality financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits, but may be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions. With respect to accounts receivable, the Company monitors the credit quality of its customers as well as maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Risk The Company’s food products accounts receivable, net and revenues are geographically concentrated with customers located in the GCC countries. In addition, significant concentrations exist with a limited number of customers. Approximately 69 69 Supplier Risk The Company purchases substantially all of its food products from a limited number of regions around the world or from a limited number of suppliers. Increases in the prices of the food products which we purchase could adversely affect our operating results if we are unable to offset the effect of these increased costs through price increases, and we can provide no assurance that we will be able to pass along such increased costs to our customers. Furthermore, if we cannot obtain sufficient food products or our suppliers cease to be available to us, we could experience shortages in our food products or be unable to meet our commitments to customers. Alternative sources of food products, if available, may be more expensive. For periods in which the prices are declining, the Company may be required to write down its inventory carrying cost which, depending on the extent of the differences between market price and carrying cost, could have a material adverse effect on the Company’s consolidated results of operations and financial position. Approximately 87 68% |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents at July 31, 2021 or October 31, 2020. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. At July 31, 2021 and October 31, 2020, the Company’s cash balances did not exceed the FDIC limit. |
Accounts Receivable | Accounts Receivable The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses and such losses traditionally have been within its expectations. At July 31, 2021 and October 31, 2020, the Company determined there was no requirement for an allowance for doubtful accounts. |
Inventory | Inventory Inventory is stated at the lower of net realizable value or cost, determined on the first-in, first-out basis. Net realizable value is based on estimated selling prices in the ordinary course of business less reasonably predictable costs of completion and transportation. Inventories consist of finished products. |
Intangible Assets | Intangible Assets The Company amortizes its one intangible asset, certain acquired customer contracts, on a straight-line basis over the estimated useful life of the asset. |
Property and Equipment | Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment is depreciated based upon its estimated useful life after being placed in service. Leasehold improvements are depreciated based upon the remaining term of the related lease. The estimated useful lives range from 3 7 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for the fair value of financial instruments in accordance with ASC topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and current and long-term debt. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. The fair value of short and long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. At July 31, 2021, the Company had a Level 3 financial instrument related to its derivative liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Revenue is derived from the sale of consumable and non-consumable products. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. In the event any discounts, sales incentives, or similar arrangements are agreed to with a customer, such amounts are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue (see Note 7). A contract asset is recognized for incremental costs to obtain a customer contract that are recoverable, otherwise such incremental costs are expensed as incurred. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs for freight expense on goods shipped are included in cost of sales. Freight expense on goods shipped for the nine months ended July 31, 2021 and 2020 was $ 639,757 732,691 |
Customer Deposits | Customer Deposits From time to time the Company requires prepayments for deposits in advance of delivery of products. Such amounts are initially recorded as customer deposits. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. |
Share-Based Compensation | Share-Based Compensation The Company computes share based payments in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation |
Derivative Instruments | Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. |
Convertible Debt Instruments | Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (“FASB”) ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt using the effective interest method. |
Foreign Currency Translation | Foreign Currency Translation The Company has one non-U.S. subsidiary, where the functional currency is the United Arab Emirates dirham (“AED”). The Company’s foreign subsidiary maintains its records using local currency. The related assets and liabilities of this non-U.S. subsidiary have been translated using end of period exchange rates and stockholders’ equity is translated at the historical exchange rates to the U.S. dollar. Income and expense items were translated using average exchange rates for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income. VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The exchange rate used to translate amounts in AED into USD for the purposes of preparing the unaudited condensed consolidated financial statements were as follows: SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES Balance sheet: July 31, 2021 October 31, 2020 Period-end AED: USD exchange rate $ 0.27230 $ 0.27229 Income statement: For the Three Months Ended For the Nine Months Ended July 31, July 31, 2021 2020 2021 2020 Average Period AED: USD exchange rate $ 0.27229 $ 0.27229 $ 0.27229 $ 0.27230 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes ASC 740 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s tax returns for its October 31, 2020, 2019, and 2018 tax years may be selected for examination by the taxing authorities as the statute of limitations remains open. The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices for the tax years ended October 31, 2020 and 2019. |
Earnings Per Share | Earnings Per Share In accordance with the provisions of FASB ASC Topic 260, Earnings per Share VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In computing diluted EPS, only potential common shares that are dilutive, those that reduce EPS or increase loss per share, are included. The effect of contingently issuable shares are not included if the result would be anti-dilutive, such as when a net loss is reported. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three and nine months ended July 31, 2021 and 2020, as we incurred a net loss for those periods. At July 31, 2021, there were outstanding warrants to purchase approximately 2,620,000 194,000 228,000 16,900,000 2,620,000 144,000 3,800,000 |
Modification/Extinguishment of Debt | Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss. |
Concentrations, Risks and Uncertainties | Concentrations, Risks and Uncertainties A significant portion of the Company’s ongoing operations are related to the international food industries, and its prospects for success are tied indirectly to interest rates and the worldwide demand for the Company’s food and beverage products. |
Segment Reporting | Segment Reporting Although the Company has a number of operating divisions, separate segment data has not been presented, as they meet the criteria for aggregation as permitted by ASC Topic 280, Segment Reporting. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Effective November 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820) |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted During August 2020, the FASB issued ASU 2020-06, to modify and simplify the application of U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. The standard is effective for the Company as of November 1, 2024, with early adoption permitted. The Company is reviewing the impact of this guidance but does not currently expect the adoption of this guidance to have a material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES | The exchange rate used to translate amounts in AED into USD for the purposes of preparing the unaudited condensed consolidated financial statements were as follows: SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES Balance sheet: July 31, 2021 October 31, 2020 Period-end AED: USD exchange rate $ 0.27230 $ 0.27229 Income statement: For the Three Months Ended For the Nine Months Ended July 31, July 31, 2021 2020 2021 2020 Average Period AED: USD exchange rate $ 0.27229 $ 0.27229 $ 0.27229 $ 0.27230 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | At July 31, 2021, the remaining lease term for our domestic warehouse operations is 28 5 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Future Minimum Lease Payments: Remainder of fiscal year 2021 $ 25,149 2022 100,596 2023 100,596 2024 8,383 Total Minimum Lease Payments $ 234,724 Less: amount representing interest (13,609 ) Present Value of Lease Liabilities $ 221,115 Less: current portion (91,621 ) Long-Term Portion $ 129,494 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The net carrying amount of the intangible asset is as follows: SCHEDULE OF INTANGIBLE ASSETS Estimated Useful Lives July 31, 2021 October 31, 2020 Intangible asset: Customer contracts 7 years 544,630 544,630 Accumulated amortization (149,125 ) (90,772 ) Intangible assets, net $ 395,505 $ 453,858 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Annual amortization expense related to the existing net carrying amount of the intangible asset for the next five years is expected to be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Remainder of fiscal year 2021 $ 19,451 Fiscal year 2022 $ 77,804 Fiscal year 2023 $ 77,804 Fiscal year 2024 $ 77,804 Fiscal year 2025 $ 77,804 Fiscal year 2026 $ 64,838 |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF NET REVENUE BY COUNTRY | The following table presents the Company’s revenue by country and major product lines: SCHEDULE OF NET REVENUE BY COUNTRY For the Three Months Ended For the Nine Months Ended July 31, July 31, 2021 2020 2021 2020 United Arab Emirates $ 1,621,601 $ 3,730,680 $ 6,632,975 $ 12,229,734 Oman 95,452 794,593 835,521 1,831,220 Kingdom of Saudi Arabia 95,880 335,579 537,557 1,028,892 Bahrain - 234,735 223,069 802,303 United States 35,456 820,000 383,300 820,000 Revenue $ 1,848,389 $ 5,915,587 $ 8,612,422 $ 16,712,149 Food products 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE RECURRING BASIS | The derivative liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from October 31, 2020 to July 31, 2021. SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE RECURRING BASIS Conversion feature derivative liability October 31, 2019 $ - Initial fair value of derivative liability charged to other expense 336,329 Gain on change in fair value included in earnings (69,925 ) Derivative liability relieved by conversions of convertible promissory notes (86,000 ) October 31, 2020 $ 180,404 Initial fair value of derivative liability charged to other expense 279,512 Gain on change in fair value included in earnings (39,207 ) Derivative liability relieved by conversions of convertible promissory notes (180,404 ) January 31, 2021 $ 240,305 Initial fair value of derivative liability charged to other expense 520,701 Loss on change in fair value included in earnings 11,235 Derivative liability relieved by conversions of convertible promissory notes (47,834 ) April 30, 2021 $ 724,407 Initial fair value of derivative liability charged to other expense - Loss on change in fair value included in earnings 19,743 Derivative liability relieved by conversions of convertible promissory notes (44,353 ) July 31, 2021 $ 699,797 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE LIABILITY | The Company used the following assumptions for determining the fair value of the convertible instrument granted under the binomial pricing model with a binomial simulation at July 31, 2021: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE LIABILITY Expected volatility 126.1 781.3 % Expected term 5.5 8.5 Risk-free interest rate 0.05 0.06 % Stock price $ 0.07 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMMON SHARE PURCHASE WARRANTS OUTSTANDING | The following table sets forth common share purchase warrants outstanding at July 31, 2021: SCHEDULE OF COMMON SHARE PURCHASE WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, October 31, 2020 2,619,114 $ 2.24 $ Warrants granted and issued - $ - $ - Warrants exercised - $ - $ - Warrants forfeited - $ - $ - Outstanding, July 31, 2021 2,619,114 $ 2.24 $ - Common stock issuable upon exercise of warrants 2,619,114 $ 2.24 $ - |
SCHEDULE OF SHARE-BASED COMPENSATION, ACTIVITY | SCHEDULE OF SHARE-BASED COMPENSATION, ACTIVITY Common Stock Issuable Common Stock Issuable Upon Exercise of Upon Warrants Warrants Outstanding Exercisable Weighted Number Average Weighted Number Weighted Range of Outstanding Remaining Average Exercisable Average Exercise at July 31, Contractual Exercise At July 31, Exercise Prices 2021 Life (Years) Price 2021 Price $ 1,25 1,160,000 0.60 $ 1.25 1,160,000 $ 1.25 $ 3.00 1,457,114 1.51 $ 3.00 1,457,114 $ 3.00 $ 25.00 2,000 1.42 $ 25.00 2,000 $ 25.00 2,619,114 1.11 $ 2.24 2,619,114 $ 2.24 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Jul. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS INCLUDED IN CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS | The assets and liabilities associated with discontinued operations included in our consolidated balance sheets were as follows: SCHEDULE OF DISCONTINUED OPERATIONS INCLUDED IN CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS July 31, 2021 October 31, 2020 Discontinued Continuing Total Discontinued Continuing Total Assets Current Assets Cash $ 41 $ 69,480 $ 69,521 $ 26 $ 21,483 $ 21,509 Accounts receivable, net - 5,524,873 5,524,873 225,368 4,933,322 5,158,690 Inventory - 85,667 85,667 - 60,378 60,378 Prepaid expenses - 84,518 84,518 46,047 170,874 216,921 Other assets - 9,434 9,434 - 8,629 8,629 Total Current Assets 41 5,773,972 5,774,013 271,441 5,194,686 5,466,127 Property and equipment, net - 106,024 106,024 8,054 139,444 147,498 Operating lease right-of-use asset, net - 221,115 221,115 - 383,225 383,225 Intangible asset, net - 395,505 395,505 174,314 453,858 628,172 Total Assets $ 41 $ 6,496,616 $ 6,496,657 $ 453,809 $ 6,171,213 $ 6,625,022 Liabilities Current Liabilities Accounts payable and accrued expenses $ 160,448 $ 2,157,457 $ 2,317,905 $ 592,072 $ 2,138,666 $ 2,730,738 Operating lease liability - 91,621 91,621 - 178,327 178,327 Interest payable - 296,962 296,962 - 161,427 161,427 Due to officer - 1,801 1,801 - 1,801 1,801 Notes payable - 1,517,497 1,517,497 - 1,337,925 1,337,925 Convertible notes payable, net - 538,610 538,610 - 387,193 387,193 Derivative liability - 699,797 699,797 - 180,404 180,404 Total Current Liabilities 160,448 5,303,745 5,464,193 592,072 4,385,743 4,977,815 Notes payable, net of current portion - - - - 34,826 34,826 Operating lease liability, net of current portion - 129,494 129,494 - 214,284 214,284 Total Liabilities $ 160,448 $ 5,433,239 $ 5,593,687 $ 592,072 $ 4,634,853 $ 5,226,925 VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 13: DISCONTINUED OPERATIONS (continued) The revenues and expenses associated with discontinued operations included in our consolidated statements of operations were as follows: Three Months Ended July 31, 2021 2020 Discontinued Continuing Total Discontinued Continuing Total Revenue $ - $ 1,848,389 $ 1,848,389 $ 257,491 $ 5,915,587 $ 6,173,078 Cost of revenue - 1,384,211 1,384,211 484,029 4,776,122 5,260,151 Gross Profit - 464,178 464,178 (226,538 ) 1,139,465 912,927 Salaries and benefits - 129,974 129,974 62,158 272,934 335,092 Selling and promotions expense - 85,775 85,775 210 157,579 157,789 Legal and professional fees - 23,840 23,840 (2,151 ) 157,133 154,982 General and administrative - 469,862 469,862 13,318 521,718 535,036 Total Operating Expenses - 709,451 709,451 73,536 1,109,364 1,182,900 Operating loss - (245,273 ) (245,273 ) (300,074 ) 30,101 (269,973 ) Other Income (Expense): Interest expense - (52,473 ) (52,473 ) - (837,816 ) (837,816 ) Initial derivative liability expense - - - - (86,000 ) (86,000 ) Amortization of original issue discounts and deferred financing costs - (49,152 ) (49,152 ) - (136,124 ) (136,124 ) Loss on extinguishment and settlement of debt - (41,325 ) (41,325 ) - - - (Loss) Gain on change in fair value of derivative liability - (19,743 ) (19,743 ) - - - Gain on forgiveness of Paycheck Protection Program loan - 104,479 104,479 - - - Total Other (Expense) Income - (58,214 ) (58,214 ) - (1,059,940 ) (1,059,940 ) Loss before income taxes - (303,487 ) (303,487 ) (300,074 ) (1,029,839 ) (1,329,913 ) Income taxes - - - - - - Net loss $ - $ (303,487 ) $ (303,487 ) $ (300,074 ) $ (1,029,839 ) $ (1,329,913 ) VERUS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021 AND 2020 (UNAUDITED) NOTE 13: DISCONTINUED OPERATIONS (continued) Nine Months Ended July 31, 2021 2020 Discontinued Continuing Total Discontinued Continuing Total Revenue $ 1,291 $ 8,612,422 $ 8,613,713 $ 282,476 $ 16,712,149 $ 16,994,625 Cost of revenue - 6,809,203 6,809,203 833,934 13,378,280 14,212,214 Gross Profit 1,291 1,803,219 1,804,510 (551,458 ) 3,333,869 2,782,411 Salaries and benefits (10,599 ) 395,925 385,326 185,441 8,873,090 9,058,531 Selling and promotions expense - 224,276 224,276 2,727 286,544 289,271 Legal and professional fees - 38,816 38,816 1,986 550,527 552,513 General and administrative 12,236 1,628,664 1,640,900 64,560 1,667,710 1,732,270 Total Operating Expenses 1,637 2,287,681 2,289,318 254,714 11,377,871 11,632,585 Operating loss (346 ) (484,462 ) (484,808 ) (806,171 ) (8,044,002 ) (8,850,173 ) Other Income (Expense): Interest expense - (199,414 ) (199,414 ) (107 ) (1,031,495 ) (1,031,602 ) Initial derivative liability expense - (800,213 ) (800,213 ) - (86,000 ) (86,000 ) Amortization of original issue discounts and deferred financing costs - (113,916 ) (113,916 ) - (454,773 ) (454,773 ) Loss on extinguishment and settlement of debt - (76,266 ) (76,266 ) - (723,773 ) (723,773 ) Gain on change in fair value of derivative liability - 8,229 8,229 - - - Gain on forgiveness of Paycheck Protection Program loan - 104,479 104,479 - - - Gain on settlement of liabilities - 104,774 104,774 - - - Total Other (Expense) Income - (972,327 ) (972,327 ) (107 ) (2,296,041 ) (2,296,148 ) Loss before income taxes (346 ) (1,456,789 ) (1,457,135 ) (806,279 ) (10,340,043 ) (11,146,322 ) Income taxes - - - - - - Net loss $ (346 ) $ (1,456,789 ) $ (1,457,135 ) $ (806,279 ) $ (10,340,043 ) $ (11,146,322 ) |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - shares | Jan. 13, 2021 | Oct. 06, 2020 | May 02, 2018 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 09, 2012 |
Affiliate, Collateralized Security [Line Items] | ||||||
Stockholders' equity, reverse stock split | adjusted to reflect a 1-for-500 reverse stock split | Common Stock at a ratio of 1-for-500 (the “Reverse Stock Split”) | as adjusted for a 1-for-500 reverse stock split | as adjusted for a 1-for-500 reverse stock split | ||
Owned percentage | 80.00% | |||||
Verus Foods MENA Limited [Member] | ||||||
Affiliate, Collateralized Security [Line Items] | ||||||
Number of shares issued in exchange transaction | 75 | |||||
Percentage for common stock ownership in exchange | 25.00% | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Affiliate, Collateralized Security [Line Items] | ||||||
Preferred stock, designated shares | 120,000,000 | 120,000,000 | 93,000,000 |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES (Details) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | |
Period-End [Member] | AED [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Foreign currency exchange rate | 0.27230 | 0.27230 | |||
Period-End [Member] | United Arab Emirates, Dirhams | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Foreign currency exchange rate | 0.27229 | ||||
Average Quarterly [Member] | United Arab Emirates, Dirhams | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Foreign currency exchange rate, average period end | 0.27229 | 0.27229 | 0.27229 | 0.27230 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Product Information [Line Items] | ||||||||
Shares of common stock to be issued | 228,000 | |||||||
Common Stock [Member] | ||||||||
Product Information [Line Items] | ||||||||
Conversion of convertible notes payable | 2,103,044 | 312,256 | 1,685,917 | 968,404 | 196,776 | 30,196 | 144,000 | |
Warrant [Member] | ||||||||
Product Information [Line Items] | ||||||||
Warrants outstanding | 2,620,000 | 2,620,000 | 2,620,000 | 2,620,000 | ||||
Conversion of Series A and Series C Convertible Preferred Stock [Member] | ||||||||
Product Information [Line Items] | ||||||||
Number of shares dilute future earnings per share | 194,000 | |||||||
Convertible Notes Payable [Member] | ||||||||
Product Information [Line Items] | ||||||||
Conversion of convertible notes payable | 16,900,000 | 3,800,000 | ||||||
Shipping and Handling [Member] | ||||||||
Product Information [Line Items] | ||||||||
Freight expense | $ 639,757 | $ 732,691 | ||||||
Minimum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Estimated useful life of property and equipment | 3 years | |||||||
Maximum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Estimated useful life of property and equipment | 7 years | |||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Nine Customers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 69.00% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Eight Customers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 69.00% | |||||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Seven Supplier [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 87.00% | |||||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Eight Supplier [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 68.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss from continuing operations | $ 303,487 | $ 1,029,839 | $ 1,456,789 | $ 10,340,043 | |
Cash flow from continuing operations | 729,872 | $ 2,008,951 | |||
Working capital surplus | 309,820 | 309,820 | |||
Accumulated deficit | $ 45,621,918 | $ 45,621,918 | $ 44,164,783 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 |
Prepaid Expenses | ||
Prepaid expenses | $ 84,518 | $ 170,874 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 |
Leases | ||
Remainder of fiscal year 2021 | $ 25,149 | |
2022 | 100,596 | |
2023 | 100,596 | |
2024 | 8,383 | |
Total Minimum Lease Payments | 234,724 | |
Less: amount representing interest | (13,609) | |
Present Value of Lease Liabilities | 221,115 | |
Less: current portion | (91,621) | $ (178,327) |
Long-Term Portion | $ 129,494 | $ 214,284 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Jul. 31, 2021USD ($) | |
Leases | |
Operating lease costs | $ 115,624 |
Operating lease cash payments | 91,355 |
Operating lease costs future payment | $ 8,280 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Jul. 31, 2021 | Oct. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (149,125) | $ (90,772) |
Intangible assets, net | $ 395,505 | 453,858 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 7 years | |
Intangible asset, gross carrying amount | $ 544,630 | $ 544,630 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) | Jul. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of fiscal year 2021 | $ 19,451 |
Fiscal year 2022 | 77,804 |
Fiscal year 2023 | 77,804 |
Fiscal year 2024 | 77,804 |
Fiscal year 2025 | 77,804 |
Fiscal year 2026 | $ 64,838 |
INTANGIBLE ASSET, NET (Details
INTANGIBLE ASSET, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, amortization expense | $ 19,451 | $ 19,451 | $ 58,353 | $ 71,321 | |
Customer Contracts [Member] | Frozen Foods Vendor [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition of customer contracts | $ 544,630 | ||||
Customer Contracts [Member] | Frozen Foods Vendor [Member] | United Arab Emirates Dirham [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition of customer contracts | $ 2,000,000 |
SCHEDULE OF NET REVENUE BY COUN
SCHEDULE OF NET REVENUE BY COUNTRY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,848,389 | $ 5,915,587 | $ 8,612,422 | $ 16,712,149 |
Revenue percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Food Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue percentage | 100.00% | 100.00% | 100.00% | 100.00% |
UNITED ARAB EMIRATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,621,601 | $ 3,730,680 | $ 6,632,975 | $ 12,229,734 |
OMAN | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 95,452 | 794,593 | 835,521 | 1,831,220 |
Kingdom of Saudi Arabia [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 95,880 | 335,579 | 537,557 | 1,028,892 |
BAHRAIN | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 234,735 | 223,069 | 802,303 | |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 35,456 | $ 820,000 | $ 383,300 | $ 820,000 |
REVENUE DISAGGREGATION (Details
REVENUE DISAGGREGATION (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Eight Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 69.00% | |
Six Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 55.00% |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Jul. 21, 2021 | Jun. 29, 2021 | Apr. 15, 2021 | Apr. 08, 2021 | Apr. 07, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Jan. 13, 2021 | Jan. 04, 2021 | Dec. 08, 2020 | Nov. 23, 2020 | Jul. 22, 2020 | Jul. 14, 2020 | May 12, 2020 | Apr. 29, 2020 | Apr. 23, 2020 | Mar. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Nov. 08, 2019 | Jan. 26, 2019 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Extinguishment of Debt | $ (41,325) | $ (76,266) | $ (723,773) | ||||||||||||||||||||||
Amortization of discounts and debt issuance costs | 61,017 | 1,222,435 | |||||||||||||||||||||||
Value of debt converted into share | 91,457 | ||||||||||||||||||||||||
Proceeds from note payable | 240,325 | 354,480 | |||||||||||||||||||||||
Revolving Credit Agreement [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | Borrowings under the Credit Facility may be used to fund working capital needs and bear interest at a one-month LIBOR-based rate plus 300 basis-points (3.101% at July 31, 2021). | ||||||||||||||||||||||||
Credit facility, outstanding | 425,772 | 425,772 | |||||||||||||||||||||||
Fourth Note Amendment [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Interest Payable | 116,152 | 116,152 | |||||||||||||||||||||||
Donald P. Monaco Insurance Trust [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Note interest rate | 18.00% | 12.00% | |||||||||||||||||||||||
Note payable | $ 530,000 | ||||||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Proceeds from note payable | 150,000 | ||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt principal amount | $ 165,000 | ||||||||||||||||||||||||
Debt discount | $ 15,000 | 46,639 | 46,639 | $ 35,806 | |||||||||||||||||||||
Debt instrument, maturity date | Apr. 29, 2021 | ||||||||||||||||||||||||
Note interest rate, description | bears interest at a rate of 8% per annum, (increasing to 18% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price of $10.00 per share, subject to adjustment. | ||||||||||||||||||||||||
Note interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, conversion price | $ 10 | ||||||||||||||||||||||||
Debt instrument, convertible stock price | $ 5.50 | ||||||||||||||||||||||||
Derivative liability | $ 250,329 | ||||||||||||||||||||||||
Debt outstanding principal and accrued interest | $ 65,000 | $ 172,246 | 34,548 | 34,548 | |||||||||||||||||||||
Debt instrument conversion of shares | 1,330,909 | 985,384 | |||||||||||||||||||||||
Extinguishment of Debt | $ 43,276 | $ 31,304 | |||||||||||||||||||||||
Deferred financing costs net | 28,895 | 28,895 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | 444,423 | $ 1,875,929 | 444,423 | $ 1,875,929 | |||||||||||||||||||||
Convertible Notes Payable | 538,610 | 538,610 | $ 387,193 | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt principal amount | $ 85,750 | $ 143,000 | $ 150,000 | $ 88,500 | $ 88,000 | $ 95,000 | $ 90,000 | $ 63,000 | $ 153,000 | ||||||||||||||||
Debt discount | $ 13,000 | $ 20,000 | $ 4,000 | $ 15,000 | |||||||||||||||||||||
Debt instrument, maturity date | Jun. 29, 2022 | Apr. 15, 2022 | Apr. 8, 2022 | Apr. 7, 2022 | Jan. 13, 2022 | Jan. 4, 2022 | Jul. 22, 2021 | Jul. 14, 2021 | May 12, 2021 | ||||||||||||||||
Note interest rate, description | bears interest at a rate of 9% per annum (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the note) or (ii) the Variable Conversion Price (as defined in the note), subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment penalties as defined in the note | bears interest at a rate of 6% per annum (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the note)). This convertible debenture converts at 60% of the lowest closing price during the 15 days prior to conversion and may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment amounts as set forth therein. Due to the variable conversion provisions contained in the convertible promissory note, the Company accounted for this conversion feature as a derivative liability | bears interest at a rate of 8% per annum (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the note)). This convertible debenture converts at 60% of the lowest closing price during the 15 days prior to conversion and may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment amounts as set forth therein. Due to the variable conversion provisions contained in the convertible promissory note, the Company accounted for this conversion feature as a derivative liability. | bears interest at a rate of 9% per annum (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the note) or (ii) the Variable Conversion Price (as defined in the note), subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment penalties as defined in the note | bears interest at a rate of 8% per annum (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the note)). This convertible debenture converts at 60% of the lowest closing price during the 15 days prior to conversion and may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment amounts as set forth therein. Due to the variable conversion provisions contained in the convertible promissory note, the Company accounted for this conversion feature as a derivative liability | bears interest at a rate of 9% per annum (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the note) or (ii) the Variable Conversion Price (as defined in the note), subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment penalties as defined in the note. | bears interest at a rate of 4% per annum, (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price of $50.00 per share during the first six months a principal amount is outstanding, and then adjusts to a conversion price of 63% of the lowest closing price during the 20 days prior to conversion, subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day after the issuance date of the note with certain prepayment penalties as defined in the note. | bears interest at a rate of 9% per annum, (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the note) or (ii) the Variable Conversion Price (as defined in the note), subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day after the issuance of the note with certain prepayment penalties as defined in the note. | bears interest at a rate of 9% per annum, (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the note) or (ii) the Variable Conversion Price (as defined in the note), subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day after the issuance of the note with certain prepayment penalties as defined in the note | ||||||||||||||||
Note interest rate | 900.00% | 600.00% | 8.00% | 9.00% | 8.00% | 9.00% | 400.00% | 9.00% | 9.00% | ||||||||||||||||
Debt instrument, conversion price | $ 50 | ||||||||||||||||||||||||
Derivative liability | $ 238,200 | $ 282,500 | $ 120,219 | ||||||||||||||||||||||
Debt outstanding principal and accrued interest | $ 95,292 | $ 159,885 | |||||||||||||||||||||||
Debt instrument conversion of shares | 1,084,391 | 900,597 | |||||||||||||||||||||||
Extinguishment of Debt | $ 32,871 | 78,422 | |||||||||||||||||||||||
Deferred financing costs net | $ 11,700 | $ 5,200 | $ 7,200 | ||||||||||||||||||||||
Preferred stock, stated value | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding principal and accrued interest | 91,858 | 91,858 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | 82,937 | 82,937 | |||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding principal and accrued interest | 91,031 | 91,031 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | 86,112 | 86,112 | |||||||||||||||||||||||
Convertible Promissory Note Four [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding principal and accrued interest | 153,781 | 153,781 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | 132,740 | 132,740 | |||||||||||||||||||||||
Convertible Promissory Note Five [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding principal and accrued interest | 145,539 | 145,539 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | 125,608 | 125,608 | |||||||||||||||||||||||
Convertible Promissory Note Six [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding principal and accrued interest | 86,405 | 86,405 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | 82,318 | 82,318 | |||||||||||||||||||||||
Promissory Note [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt principal amount | $ 303,000 | $ 312,500 | |||||||||||||||||||||||
Debt discount | $ 39,500 | $ 62,500 | |||||||||||||||||||||||
Debt instrument, maturity date | Jul. 1, 2020 | ||||||||||||||||||||||||
Note interest rate, description | Repayments of the promissory note shall be made in eight (8) installments each in the amount of $42,420 commencing on July 1, 2021 and continuing thereafter each thirty (30) days until February 1, 2022 | bears interest at a rate of 4% per annum, (increasing to 18% per annum upon the occurrence of an Event of Default (as defined in the note)) and provides a security interest in all of the Company’s equity ownership interest in its wholly owned subsidiary, Big League Foods, Inc (“BLF”). The note may be prepaid by the Company at any time prior to the maturity date with no prepayment penalties | |||||||||||||||||||||||
Note interest rate | 12.00% | 4.00% | |||||||||||||||||||||||
Proceeds from note payable | $ 240,325 | ||||||||||||||||||||||||
Legal fees | $ 23,175 | ||||||||||||||||||||||||
Promissory Note [Member] | Approved Lender [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt principal amount | $ 104,479 | ||||||||||||||||||||||||
Debt outstanding principal and accrued interest | $ 105,710 | ||||||||||||||||||||||||
Debt instrument, description | The note was approved under the provisions of the Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”) and the terms of the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program. The note accrues interest for the first six months following the issuance date at a rate of 1% per annum, (increasing to 6% per annum upon the occurrence of an Event of Default (as defined in the note)), and beginning November 23, 2020, requires 18 monthly payments of $5,880 each, consisting of principal and interest until paid in full on April 23, 2022. The note may be prepaid by the Company at any time prior to the maturity date with no prepayment penalties | ||||||||||||||||||||||||
Promissory Note [Member] | Commitment Shares [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Number of restricted shares issued | 200,000 | ||||||||||||||||||||||||
Promissory Note [Member] | Returnable Shares [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Number of restricted shares issued | 200,000 | ||||||||||||||||||||||||
Promissory Note [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding principal and accrued interest | 339,360 | 339,360 | |||||||||||||||||||||||
Original issue discount and deferred financing costs | $ 249,224 | $ 249,224 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE RECURRING BASIS (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion feature derivative liability, Beginning | $ 724,407 | $ 240,305 | $ 180,404 | |
Initial fair value of derivative liability charged to other expense | 520,701 | 279,512 | 336,329 | |
Gain (loss) on change in fair value included in earnings | 19,743 | 11,235 | (39,207) | (69,925) |
Derivative liability relieved by conversions of convertible promissory notes | (44,353) | (47,834) | (180,404) | (86,000) |
Conversion feature derivative liability, Ending | $ 699,797 | $ 724,407 | $ 240,305 | $ 180,404 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE LIABILITY (Details) | 9 Months Ended |
Jul. 31, 2021 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, percentage | 1.261 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, percentage | 7.813 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, months | 5 months 15 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, months | 8 months 15 days |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, percentage | 0.0005 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, percentage | 0.0006 |
Measurement Input, Share Price [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input, percentage | 0.07 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liability | $ 699,797 | $ 699,797 | $ 180,404 | ||
Fair value of derivative liability | $ (19,743) | $ 8,229 | |||
Conversion price, decrease | $ 0.07 | $ 0.48 |
SCHEDULE OF COMMON SHARE PURCHA
SCHEDULE OF COMMON SHARE PURCHASE WARRANTS OUTSTANDING (Details) | 9 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants, Outstanding Ending Balance | shares | 2,619,114 |
Common stock issuable upon exercise of warrants, Warrants | shares | 2,619,114 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants, Outstanding Beginning Balance | shares | 2,619,114 |
Weighted Average Exercise Price, Beginning Balance | $ 2.24 |
Intrinsic Value, Beginning Balance | |
Warrants, Warrants granted and issued | shares | |
Weighted Average Exercise Price, Warrants granted and issued | |
Warrants, Warrants exercised | shares | |
Weighted Average Exercise Price, Warrants exercised | |
Warrants, Warrants forfeited | shares | |
Weighted Average Exercise Price, Warrants forfeited | |
Warrants, Outstanding Ending Balance | shares | 2,619,114 |
Weighted Average Exercise Price, Ending Balance | $ 2.24 |
Intrinsic Value, Ending Balance | |
Common stock issuable upon exercise of warrants, Warrants | shares | 2,619,114 |
Common stock issuable upon exercise of warrants, Weighted Average Exercise Price | $ 2.24 |
Common stock issuable upon exercise of warrants, Intrinsic Value |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, ACTIVITY (Details) | Jul. 31, 2021$ / sharesshares |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants Outstanding shares | shares | 2,619,114 |
Warrants Outstanding Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 9 days |
Warrants Outstanding Weighted Average Exercise Price | $ 2.24 |
Number of Warrants Exercisable shares | shares | 2,619,114 |
Warrants Exercisable Weighted Average Exercise Price | $ 2.24 |
Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ 1.25 |
Number of Warrants Outstanding shares | shares | 1,160,000 |
Warrants Outstanding Weighted Average Remaining Contractual Life (Years) | 7 months 6 days |
Warrants Outstanding Weighted Average Exercise Price | $ 1.25 |
Number of Warrants Exercisable shares | shares | 1,160,000 |
Warrants Exercisable Weighted Average Exercise Price | $ 1.25 |
Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ 3 |
Number of Warrants Outstanding shares | shares | 1,457,114 |
Warrants Outstanding Weighted Average Remaining Contractual Life (Years) | 1 year 6 months 3 days |
Warrants Outstanding Weighted Average Exercise Price | $ 3 |
Number of Warrants Exercisable shares | shares | 1,457,114 |
Warrants Exercisable Weighted Average Exercise Price | $ 3 |
Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ 25 |
Number of Warrants Outstanding shares | shares | 2,000 |
Warrants Outstanding Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 1 day |
Warrants Outstanding Weighted Average Exercise Price | $ 25 |
Number of Warrants Exercisable shares | shares | 2,000 |
Warrants Exercisable Weighted Average Exercise Price | $ 25 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 13, 2021 | Nov. 18, 2020 | Oct. 06, 2020 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 09, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares authorized | 7,625,000,000 | 7,625,000,000 | |||||||||||
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 | 7,500,000,000 | ||||||||||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||||||
Common stock, shares issued | 14,847,812 | 14,847,812 | 10,278,867 | ||||||||||
Reverse stock split description | adjusted to reflect a 1-for-500 reverse stock split | Common Stock at a ratio of 1-for-500 (the “Reverse Stock Split”) | as adjusted for a 1-for-500 reverse stock split | as adjusted for a 1-for-500 reverse stock split | |||||||||
Shares issued for conversion of convertible promissory notes to Common Stock | $ 209,969 | $ 118,658 | $ 464,654 | $ 1,068,312 | $ 190,336 | $ 877,039 | |||||||
2020 Plan [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of shares authorized | 750,000,000 | ||||||||||||
Number of shares issued on post split | 1,500,000 | ||||||||||||
Amendment #1 [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Reverse stock split description | Common Stock at a ratio of 1-for-500 (the “Reverse Stock Split”) | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | 93,000,000 | |||||||||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||||||
Preferred stock, shares outstanding | 28,944,601 | 28,944,601 | 28,944,601 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||||||
Preferred stock, shares outstanding | 680,801 | 680,801 | 680,801 | ||||||||||
Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred stock, shares authorized | 125,000,000 | 125,000,000 | |||||||||||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | |||||||||||
Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares issued upon conversion | 2,103,044 | 312,256 | 1,685,917 | 968,404 | 196,776 | 30,196 | 144,000 | ||||||
Number of restricted shares issued | 400,000 | ||||||||||||
Stock issued for service rendered, shares | 67,728 | 52,000 | |||||||||||
Shares issued for conversion of convertible promissory notes to Common Stock | $ 2 | $ 2 | $ 1 | ||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Warrants to purchase common stock | 2,619,114 | 2,619,114 | |||||||||||
Common Stock [Member] | Note Holders [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares issued upon conversion | 4,101,218 | ||||||||||||
Stock issued during period value issues | $ 793,279 | ||||||||||||
Common Stock [Member] | Vendor [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock issued for service rendered, shares | 67,728 | ||||||||||||
Stock issued during period shares issues | 52,000 | ||||||||||||
Common Stock [Member] | Vendor One [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock issued for service rendered, shares | 227,824 | ||||||||||||
Common Stock [Member] | Note Holder [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares issued upon conversion | 1,195,376 | ||||||||||||
Shares issued for conversion of convertible promissory notes to Common Stock | $ 3,431,524 | ||||||||||||
Beneficial conversion feature | $ 830,162 | ||||||||||||
Common Stock [Member] | Christopher Cutchens [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock issued during period shares issues | 30,000 | ||||||||||||
Common stock vesting percentage | 50.00% | ||||||||||||
Common stock granted | 60,000 | ||||||||||||
Stock based compensation | $ 123,750 | ||||||||||||
Common Stock [Member] | Accredited Investor [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock issued during period value issues | $ 91,917 | ||||||||||||
Stock issued during period shares issues | 24,483 | ||||||||||||
Common Stock [Member] | Commitment Shares [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of restricted shares issued | 200,000 | ||||||||||||
Common Stock [Member] | Returnable Shares [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of restricted shares issued | 200,000 | ||||||||||||
Common Stock [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares issued upon conversion | 15,625,500 | ||||||||||||
Stock issued during period shares issues | 31,251 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Jul. 31, 2021USD ($)Integer | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of operating leases | Integer | 1 |
Operating lease, rent expense | $ | $ 8,383 |
Operating lease expiration date | Nov. 30, 2023 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS INCLUDED IN CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | $ 69,480 | $ 69,480 | $ 21,483 | ||
Accounts receivable, net | 5,524,873 | 5,524,873 | 4,933,322 | ||
Inventory | 85,667 | 85,667 | 60,378 | ||
Prepaid expenses | 84,518 | 84,518 | 170,874 | ||
Other assets | 9,434 | 9,434 | 8,629 | ||
Total Current Assets | 5,774,013 | 5,774,013 | 5,648,495 | ||
Property and equipment, net | 106,024 | 106,024 | 139,444 | ||
Operating lease right-of-use asset, net | 221,115 | 221,115 | 383,225 | ||
Intangible asset, net | 395,505 | 395,505 | 453,858 | ||
Total Assets | 6,496,657 | 6,496,657 | 6,625,022 | ||
Accounts payable and accrued expenses | 2,157,457 | 2,157,457 | 2,138,666 | ||
Operating lease liability | 91,621 | 91,621 | 178,327 | ||
Interest payable | 296,962 | 296,962 | 161,427 | ||
Due to officer | 1,801 | 1,801 | 1,801 | ||
Notes payable | 1,517,497 | 1,517,497 | 1,337,925 | ||
Convertible notes payable, net | 538,610 | 538,610 | 387,193 | ||
Total Current Liabilities | 5,464,193 | 5,464,193 | 4,977,815 | ||
Notes payable, net of current portion | 34,826 | ||||
Operating lease liability, net of current portion | 129,494 | 129,494 | 214,284 | ||
Total Liabilities | 5,593,687 | 5,593,687 | 5,226,925 | ||
Revenue | 1,848,389 | $ 5,915,587 | 8,612,422 | $ 16,712,149 | |
Cost of revenue | 1,384,211 | 4,776,122 | 6,809,203 | 13,378,280 | |
Gross Profit | 464,178 | 1,139,465 | 1,803,219 | 3,333,869 | |
Selling and promotions expense | 85,775 | 157,579 | 224,276 | 286,544 | |
General and administrative | 469,862 | 521,718 | 1,628,664 | 1,667,710 | |
Total Operating Expenses | 709,451 | 1,109,364 | 2,287,681 | 11,377,871 | |
Operating loss | (245,273) | 30,101 | (484,462) | (8,044,002) | |
Interest expense | (52,473) | (837,816) | (199,414) | (1,031,495) | |
Initial derivative liability expense | 86,000 | 800,213 | 86,000 | ||
Amortization of original issue discounts and deferred financing costs | (49,152) | (136,124) | (113,916) | (454,773) | |
Loss on extinguishment and settlement of debt | (41,325) | (76,266) | (723,773) | ||
(Loss) Gain on change in fair value of derivative liability | (19,743) | 8,229 | |||
Total Other (Expense) Income | (58,214) | (1,059,940) | (972,327) | (2,296,041) | |
Loss before income taxes | (303,487) | (1,029,839) | (1,456,789) | (10,340,043) | |
Income taxes | |||||
Net loss | (303,487) | (1,029,839) | (1,456,789) | (10,340,043) | |
Gain on settlement of liabilities | 104,774 | ||||
Continuing Operation [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 69,480 | 69,480 | 21,483 | ||
Accounts receivable, net | 5,524,873 | 5,524,873 | 4,933,322 | ||
Inventory | 85,667 | 85,667 | 60,378 | ||
Prepaid expenses | 84,518 | 84,518 | 170,874 | ||
Other assets | 9,434 | 9,434 | 8,629 | ||
Total Current Assets | 5,773,972 | 5,773,972 | 5,194,686 | ||
Property and equipment, net | 106,024 | 106,024 | 139,444 | ||
Operating lease right-of-use asset, net | 221,115 | 221,115 | 383,225 | ||
Intangible asset, net | 395,505 | 395,505 | 453,858 | ||
Total Assets | 6,496,616 | 6,496,616 | 6,171,213 | ||
Accounts payable and accrued expenses | 2,157,457 | 2,157,457 | 2,138,666 | ||
Operating lease liability | 91,621 | 91,621 | 178,327 | ||
Interest payable | 296,962 | 296,962 | 161,427 | ||
Due to officer | 1,801 | 1,801 | 1,801 | ||
Notes payable | 1,517,497 | 1,517,497 | 1,337,925 | ||
Convertible notes payable, net | 538,610 | 538,610 | 387,193 | ||
Derivative liability | 699,797 | 699,797 | 180,404 | ||
Total Current Liabilities | 5,303,745 | 5,303,745 | 4,385,743 | ||
Notes payable, net of current portion | 34,826 | ||||
Operating lease liability, net of current portion | 129,494 | 129,494 | 214,284 | ||
Total Liabilities | 5,433,239 | 5,433,239 | 4,634,853 | ||
Revenue | 1,848,389 | 5,915,587 | 8,612,422 | 16,712,149 | |
Cost of revenue | 1,384,211 | 4,776,122 | 6,809,203 | 13,378,280 | |
Gross Profit | 464,178 | 1,139,465 | 1,803,219 | 3,333,869 | |
Salaries and benefits | 129,974 | 272,934 | 395,925 | 8,873,090 | |
Selling and promotions expense | 85,775 | 157,579 | 224,276 | 286,544 | |
Legal and professional fees | 23,840 | 157,133 | 38,816 | 550,527 | |
General and administrative | 469,862 | 521,718 | 1,628,664 | 1,667,710 | |
Total Operating Expenses | 709,451 | 1,109,364 | 2,287,681 | 11,377,871 | |
Operating loss | (245,273) | 30,101 | (484,462) | (8,044,002) | |
Interest expense | (52,473) | (837,816) | (199,414) | (1,031,495) | |
Initial derivative liability expense | (86,000) | (800,213) | (86,000) | ||
Amortization of original issue discounts and deferred financing costs | (49,152) | (136,124) | (113,916) | (454,773) | |
Loss on extinguishment and settlement of debt | (41,325) | (76,266) | (723,773) | ||
(Loss) Gain on change in fair value of derivative liability | (19,743) | 8,229 | |||
Gain on forgiveness of Paycheck Protection Program loan | 104,479 | 104,479 | |||
Total Other (Expense) Income | (58,214) | (1,059,940) | (972,327) | (2,296,041) | |
Loss before income taxes | (303,487) | (1,029,839) | (1,456,789) | (10,340,043) | |
Income taxes | |||||
Net loss | (303,487) | (1,029,839) | (1,456,789) | (10,340,043) | |
Gain on settlement of liabilities | 104,774 | ||||
Parent Company [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 69,521 | 69,521 | 21,509 | ||
Accounts receivable, net | 5,524,873 | 5,524,873 | 5,158,690 | ||
Inventory | 85,667 | 85,667 | 60,378 | ||
Prepaid expenses | 84,518 | 84,518 | 216,921 | ||
Other assets | 9,434 | 9,434 | 8,629 | ||
Total Current Assets | 5,774,013 | 5,774,013 | 5,466,127 | ||
Property and equipment, net | 106,024 | 106,024 | 147,498 | ||
Operating lease right-of-use asset, net | 221,115 | 221,115 | 383,225 | ||
Intangible asset, net | 395,505 | 395,505 | 628,172 | ||
Total Assets | 6,496,657 | 6,496,657 | 6,625,022 | ||
Accounts payable and accrued expenses | 2,317,905 | 2,317,905 | 2,730,738 | ||
Operating lease liability | 91,621 | 91,621 | 178,327 | ||
Interest payable | 296,962 | 296,962 | 161,427 | ||
Due to officer | 1,801 | 1,801 | 1,801 | ||
Notes payable | 1,517,497 | 1,517,497 | 1,337,925 | ||
Convertible notes payable, net | 538,610 | 538,610 | 387,193 | ||
Derivative liability | 699,797 | 699,797 | 180,404 | ||
Total Current Liabilities | 5,464,193 | 5,464,193 | 4,977,815 | ||
Notes payable, net of current portion | 34,826 | ||||
Operating lease liability, net of current portion | 129,494 | 129,494 | 214,284 | ||
Total Liabilities | 5,593,687 | 5,593,687 | 5,226,925 | ||
Revenue | 1,848,389 | 6,173,078 | 8,613,713 | 16,994,625 | |
Cost of revenue | 1,384,211 | 5,260,151 | 6,809,203 | 14,212,214 | |
Gross Profit | 464,178 | 912,927 | 1,804,510 | 2,782,411 | |
Salaries and benefits | 129,974 | 335,092 | 385,326 | 9,058,531 | |
Selling and promotions expense | 85,775 | 157,789 | 224,276 | 289,271 | |
Legal and professional fees | 23,840 | 154,982 | 38,816 | 552,513 | |
General and administrative | 469,862 | 535,036 | 1,640,900 | 1,732,270 | |
Total Operating Expenses | 709,451 | 1,182,900 | 2,289,318 | 11,632,585 | |
Operating loss | (245,273) | (269,973) | (484,808) | (8,850,173) | |
Interest expense | (52,473) | (837,816) | (199,414) | (1,031,602) | |
Initial derivative liability expense | (86,000) | (800,213) | (86,000) | ||
Amortization of original issue discounts and deferred financing costs | (49,152) | (136,124) | (113,916) | (454,773) | |
Loss on extinguishment and settlement of debt | (41,325) | (76,266) | (723,773) | ||
(Loss) Gain on change in fair value of derivative liability | (19,743) | 8,229 | |||
Gain on forgiveness of Paycheck Protection Program loan | 104,479 | 104,479 | |||
Total Other (Expense) Income | (58,214) | (1,059,940) | (972,327) | (2,296,148) | |
Loss before income taxes | (303,487) | (1,329,913) | (1,457,135) | (11,146,322) | |
Income taxes | |||||
Net loss | (303,487) | (1,329,913) | (1,457,135) | (11,146,322) | |
Gain on settlement of liabilities | 104,774 | ||||
Discontinued Operations [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash | 41 | 41 | 26 | ||
Accounts receivable, net | 225,368 | ||||
Inventory | |||||
Prepaid expenses | 46,047 | ||||
Other assets | |||||
Total Current Assets | 41 | 41 | 271,441 | ||
Property and equipment, net | 8,054 | ||||
Operating lease right-of-use asset, net | |||||
Intangible asset, net | 174,314 | ||||
Total Assets | 41 | 41 | 453,809 | ||
Accounts payable and accrued expenses | 160,448 | 160,448 | 592,072 | ||
Operating lease liability | |||||
Interest payable | |||||
Due to officer | |||||
Notes payable | |||||
Convertible notes payable, net | |||||
Derivative liability | |||||
Total Current Liabilities | 160,448 | 160,448 | 592,072 | ||
Notes payable, net of current portion | |||||
Operating lease liability, net of current portion | |||||
Total Liabilities | 160,448 | 160,448 | $ 592,072 | ||
Revenue | 257,491 | 1,291 | 282,476 | ||
Cost of revenue | 484,029 | 833,934 | |||
Gross Profit | (226,538) | 1,291 | (551,458) | ||
Salaries and benefits | 62,158 | (10,599) | 185,441 | ||
Selling and promotions expense | 210 | 2,727 | |||
Legal and professional fees | (2,151) | 1,986 | |||
General and administrative | 13,318 | 12,236 | 64,560 | ||
Total Operating Expenses | 73,536 | 1,637 | 254,714 | ||
Operating loss | (300,074) | (346) | (806,171) | ||
Interest expense | (107) | ||||
Initial derivative liability expense | |||||
Amortization of original issue discounts and deferred financing costs | |||||
Loss on extinguishment and settlement of debt | |||||
(Loss) Gain on change in fair value of derivative liability | |||||
Gain on forgiveness of Paycheck Protection Program loan | |||||
Total Other (Expense) Income | (107) | ||||
Loss before income taxes | (300,074) | (346) | (806,279) | ||
Income taxes | |||||
Net loss | $ (300,074) | (346) | (806,279) | ||
Gain on settlement of liabilities |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Convertible Promissory Note [Member] | Aug. 12, 2021USD ($)Integer | Aug. 05, 2021USD ($) |
Subsequent Event [Line Items] | ||
Debt principal amount | $ 110,000 | |
Maturity date | Aug. 12, 2022 | |
Note interest rate | 6.00% | |
Increase in interest rate | 24.00% | |
Debt Instrument, Unamortized Discount | $ 10,000 | |
Debt Instrument, Convertible, Conversion Ratio | 0.60 | |
Debt Instrument, Convertible, Threshold Trading Days | Integer | 15 | |
Securities Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt principal amount | $ 73,750 | |
Maturity date | Aug. 5, 2022 | |
Note interest rate | 9.00% | |
Increase in interest rate | 22.00% |