Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Apr. 30, 2014 | Jun. 14, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'XUMANII INTERNATIONAL HOLDINGS CORP | ' |
Entity Central Index Key | '0001499274 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Apr-14 | ' |
Amendment Flag | 'true | ' |
Amendment Description | ' | ' |
EXPLANATORY NOTE | ||
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Xumanii International Holdings Corp. (the “Company”) for the quarter ended April 30, 2014 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on June 23, 2014. The Amendment is being filed to submit Exhibit 101 and updated Financial Statements. | ||
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officers are filed as exhibits hereto. | ||
Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing. | ||
Current Fiscal Year End Date | '--07-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 580,363,536 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalent | $400,149 | $38,170 |
Due from related party | 376,451 | ' |
Prepaid expenses | 12,276 | 12,276 |
Total current assets | 788,876 | 50,446 |
Intangible assets, net | 320,842 | ' |
Fixed assets, net of accumulated depreciation of $0 and $19,742, respectively | ' | 52,781 |
Total assets | 1,109,718 | 103,227 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 214,467 | 49,580 |
Advances from related parties | ' | 48,250 |
Loans payable | ' | 1,070,699 |
Derivative liability | 828,055 | ' |
Note payable, net of discount of $2,122,723 and $0, respectively | 1,564,220 | 642,242 |
Total current liabilities | 2,606,742 | 1,810,771 |
Stockholders' deficit | ' | ' |
Preferred stock, $0.00001 par value; Series A preferred stock 100,000,000 shares authorized; none issued and outstanding; Series B preferred stock 100,000,000 shares authorized; none issued and outstanding | ' | ' |
Common stock, $0.00001 par value; 450,000,000 shares authorized; 450,308,162 and 271,610,552 shares issued and outstanding, respectively | 4,503 | 2,716 |
Additional paid-in capital | 2,095,956 | 81,065 |
Accumulated deficit | 3,597,483 | 1,791,325 |
Total stockholders' deficit | -1,497,024 | -1,707,544 |
Total liabilities and stockholders' deficit | 1,109,718 | 103,227 |
Series A Preferred Stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock, $0.00001 par value; Series A preferred stock 100,000,000 shares authorized; none issued and outstanding; Series B preferred stock 100,000,000 shares authorized; none issued and outstanding | ' | ' |
Total stockholders' deficit | ' | ' |
Series B Preferred Stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock, $0.00001 par value; Series A preferred stock 100,000,000 shares authorized; none issued and outstanding; Series B preferred stock 100,000,000 shares authorized; none issued and outstanding | ' | ' |
Total stockholders' deficit | ' | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 450,308,162 | 271,610,552 |
Common stock, shares outstanding | 450,308,162 | 271,610,552 |
Net accumulated depreciation | $0 | $19,742 |
Notes payable, unamortized discount | $2,122,723 | $0 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements_Of_Operations
Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | ' | ' | $80 | ' |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 1,054,633 | 293,268 | 1,544,208 | 961,785 |
Total operating expenses | 1,054,633 | 293,268 | 1,544,208 | 961,785 |
Operating loss | -1,054,633 | -293,268 | -1,544,128 | -961,785 |
Other expenses: | ' | ' | ' | ' |
Gain on change in fair value of derivatives | 889,581 | ' | 1,050,896 | ' |
Interest expense | 899,183 | 13,937 | 1,260,065 | 36,997 |
Loss on fixed assets | ' | ' | -52,871 | ' |
Total other (income) expenses | -9,602 | -13,937 | -262,040 | -36,997 |
Net loss | ($1,064,235) | ($307,205) | ($1,806,168) | ($998,782) |
Weighted average common shares outstanding - basic and diluted | 402,814,235 | 341,300,300 | 315,156,884 | 341,300,300 |
Net loss per common share - basic and diluted | $0 | $0 | $0.01 | $0 |
Statements_Of_Cash_Flows
Statements Of Cash Flows (USD $) | 9 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($1,806,168) | ($998,782) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 1,099,199 | 12,486 |
Imputed interest | 42,800 | 26,791 |
Loss on disposal of fixed assets | -52,871 | ' |
Gain on change in fair value of financial derivatives | 1,050,896 | ' |
Share based compensation | 497,379 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and other assets | ' | 12,276 |
Due to related parties | ' | ' |
Change in accounts receivable | 80 | ' |
Accounts payable & accrued liabilities | 164,187 | 174,596 |
Net cash used in operating activities of operations | -1,000,708 | -797,185 |
CASH FLOW INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | ' | 51,435 |
Purchase of intangible asset | 48,342 | ' |
Net cash used in investing activities | -48,342 | -51,435 |
CASH FLOW FINANCING ACTIVITIES | ' | ' |
Proceeds from notes payable | 3,155,730 | 842,962 |
Proceeds from related party loans payable | 1,320,000 | ' |
Change in related party advances | -424,701 | 2,898 |
Net cash provided by financing activities | 1,411,029 | 845,860 |
NET CHANGE IN CASH | 361,979 | -2,760 |
CASH AT BEGINNING OF PERIOD | 38,170 | 8,725 |
CASH AT END OF PERIOD | 400,149 | 5,965 |
SUPPLEMENTAL INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income tax paid | ' | ' |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Conversion of notes payable to common shares | 1,204,000 | ' |
Debt discount - fair value of financial derivatives | 1,027,522 | ' |
Retirement of common shares | 112 | ' |
Subscription receivable issued for shares issued | 330,000 | ' |
Shares issued to acquire intangible assets | $272,500 | ' |
Nature_Of_Operations_And_Summa
Nature Of Operations And Summary Of Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature Of Operations And Summary Of Significant Accounting Policies | ' |
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Business | |
Xumanii International Holdings Corp. (“Xumanii” or the “Company”) was incorporated in the State of Nevada on May 6, 2010. The Company maintains its statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and the Company’s mailing address and business office is located at 9550 South Eastern Ave. Suite 253-A86, Las Vegas, Nevada 89123. | |
The Company's name and trading symbol were changed from Medora Corp. and MORA, repectively, effective September 7, 2012 to Xumanii, Inc. and XUII, respectively. Subsequently , the name was changed to Xumanii International Holdings Corp. | |
Xumanii was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Xumanii was changed to enter into the branded tablet market, cloud storage market and app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies. | |
Basis of Presentation | |
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Xumanii’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basic and Diluted Earnings (Loss) Per Common Share | |
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |
Impairment of Long-Lived Assets | |
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. | |
Financial Derivatives | |
All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |
Fair Value Measurement | |
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | |
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. | |
Income Taxes | |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |
Stock-based Compensation | |
The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | |
Recently Issued Accounting Pronouncements | |
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Going_Concern
Going Concern | 9 Months Ended |
Apr. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
NOTE 2 – GOING CONCERN | |
These financial statements have been prepared on a going concern basis, which implies Xumanii will continue to meet its obligations and continue its operations for the next twelve months. As of April 30, 2014, the Company has an accumulated deficit of $3,597,483, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Xumanii as a going concern is dependent upon financial support from its stockholders, the ability of Xumanii to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Xumanii be unable to continue as a going concern. |
Notes_Payable
Notes Payable | 9 Months Ended |
Apr. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Notes Payable | ' |
NOTE 3 – NOTES PAYABLE | |
As of April 30, 2014, the Company had the following loans payable outstanding: | |
Convertible notes: | |
On October 10, 2013, the Company entered into a convertible promissory note with a third party for $37,500, with an initial discount of $2,500. The note bears interest at 8% and a maturity date of July 12, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest at 22%. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date. | |
On March 17, 2014, the Company entered into a convertible promissory note with a third party for $53,500. The note bears interest at 8% and a maturity date of December 19, 2014. The lender has the right after a period of 270 days to convert the balance outstanding into the Company's common stock at a rate equal to 45% of the lowest trading prices during the 30 trading days prior to the conversion date. | |
On October 21, 2013, the Company entered into a convertible note with a third party for $25,000. This note bears an interest rate of 12% per annum and is due April 21, 2014. The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date. | |
On March 24, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The note bears interest at 12% and a maturity date of September 24, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the average of the three trading prices during the 20 trading days prior to the conversion date | |
On October 23, 2013, the Company entered into a promissory note with a third party for $500,000, with an initial discount of $50,000. During the three months ended October 31, 2013, the Company received the first advance of $50,000. During the three months ended April 30, 2014 the Company received an additional $125,000. The note has a maturity date of two years from effective date of each payment and bears and interest rate of 12%. The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion. | |
On December 23, 2013, the Company entered into a note purchase agreement with a third party to purchase a Convertible Promissory Note for $113,500, with an initial discount of $13,500. This note bears an interest rate of 8% per annum and is due December 27, 2014. The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date. During the quarter ended April 30, 2014, the Company issued $25,000 of common stock. Balance on this note as of April 30, 2014 $73,500. | |
On December 13, 2013, the Company entered into a convertible note with a third party for $35,000, with an initial discount of $5,000. This note bears an interest rate of 10% per annum and is due June 1, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On March 21, 2014, the Company entered into a convertible promissory note with a third party for $55,000, with and an initial discount of $5,000. The note bears interest at 10% and a maturity date of October 1, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 20 trading days prior to the conversion date. | |
On December 3, 2013, the Company entered into a senior convertible note with a third party for $450,000, with an initial discount of $150,000. The note has a maturity date of June 3, 2014 and bears and interest rate of 12%. The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment). | |
On December 12, 2013, the Company entered into a convertible note with a third party for $100,000, with an initial discount of $10,000. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date. During the quarter ended April 30, 2014 the Company converted $90,000 of this note to common stock. | |
On December 12, 2013, the Company entered into a convertible promissory note with a third party for $450,000, with an initial discount of $10,000. $250,000 of the note was advanced prior to January 31, 2014. During the quarter ended April 30, 2014 the additional $200,000 was advanced. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date. During the quarter ended April 30, 2014 the Company converted $90,000 of this note to common stock. | |
On October 31, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 8% per annum and is due October 31, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion date. During the three months ended April 30, 2014, the Company converted $25,750 of this note to common stock, balance outstanding on this note as of April 30, 2014 was $18,750. | |
On December 27, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. During the quarter ended April 30, 2014, , the Company converted $25,750 of this note to common stock, balance outstanding on this note as of April 30, 2014 was $18,750. | |
On December 27, 2013, the Company also entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On March 20, 2014, the Company entered into a convertible promissory note with a third party for $84,000. The note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $250,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. During the quarter ending April 30, 2014 the Company converted $87,500 of this note to common stock, balance on this note as of April 30, 2014 was $162,500. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. During the quarter ending January 31, 2014 the Company converted $150,000 of the note to common stock. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. During the quarter ending January 31, 2014, the Company converted $150,000 of the note to common stock. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $225,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On December 27, 2013, the Company entered into a convertible note with a third party for $50,000. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. During the quarter ended April 30, 2014, the Company converted $25,750 of the note to common stock. | |
On December 27, 2013, the Company also entered into a convertible note with a third party for $50,000. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On April 30, 2014, the Company entered into a convertible promissory note with a third party for $37,500. The note bears interest at 8% and a maturity date of January 30, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the average lowest 2 day trading prices during the 15 trading days prior to the conversion date. | |
The Company evaluated the conversion features on the above convertible notes and determined that they created an embedded financial derivative due to there being no explicit limit to the number of shares to be issued upon conversion. The Company recorded the initial fair value of $1,878,951 on the financial derivatives as discount to the convertible notes. | |
For the nine months ended April 30, 2014, the Company recorded $1,095,201 interest expense under straight-line method to amortize the discounts (both original discount and derivative discount) on the convertible notes. The remaining unamortized discount as of April 30, 2014 was $1,027,522. | |
Note payable: | |
The Company has a note payable to Atoll Finance. Interest on the note is 5% per annum. During the nine months ended April 30, 2014, the Company (through its other lenders) repaid $1,204,000 and the balance was reduced from $1,712,242 to $451,009 including accrued interest. The note is unsecured and is currently past due. A lender has an option to purchase $312,242 of the remaining balance. The Company recorded $42,800 of imputed interest on the payable due to Atoll Finance for the nine months ended April 30, 2014. |
Derivative_Liability
Derivative Liability | 9 Months Ended | |||
Apr. 30, 2014 | ||||
DisclosureDerivativeLiabilityAbstract | ' | |||
Derivative Liability | ' | |||
NOTE 4 – DERIVATIVE LIABILITY | ||||
The Company evaluated the terms of the convertible notes and concluded that since the conversion prices were not fixed, and the number of shares of the Company’s common stock that are issuable upon the conversion of the convertible notes are indeterminable until such time as the note holder elects to convert to common stock, the embedded conversion features created a derivative liability. | ||||
The Company measured the derivative liability using the input attributes at each issuance date and recorded an initial derivative liability of $1,878,951. On April 30, 2014, the Company re-measured the derivative liability using the input attributes below and determined the derivative liability value to be $828,055. Other income of $1,050,896 was recorded for the nine months ended April 30, 2014 and included in the statements of operations in order to adjust the derivative liability to the re-measured value. | ||||
Issuance date | 30-Apr-14 | |||
Stock price | $0.007 - $0.024 | $0.01 | ||
Exercise price | $0.005 - $0.0236 | $0.004 - $0.018 | ||
Shares issuable upon conversion | 97,538,960 shares | 287,785,714 shares | ||
Expected dividend yield | 0.00% | 0.00% | ||
Expected life (years) | 0.5 - 2 years | 0.2 - 2 years | ||
Risk-free interest rate | 0.30% - 0.47% | 0.30% - 0.47% | ||
Expected volatility | 147% - 310% | 174% - 295% |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Apr. 30, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
NOTE 5 – RELATED PARTY TRANSACTIONS | |
During the nine months ended April 30, 2014, the Company advanced $541,451, to ACLH, LLC, an entity associated with the Company’s CEO. $165,000 was repaid by ACLH, LLC to the Company. |
Equity_Transactions
Equity Transactions | 9 Months Ended | ||
Apr. 30, 2014 | |||
Equity Transactions | ' | ||
Equity Transactions | ' | ||
NOTE 6 – EQUITY TRANSACTIONS | |||
During the nine months ended April 30, 2014: | |||
- | 11,160,023 shares were cancelled and returned to the Company; | ||
- | 9,615,384 shares of common stock, with fair value of $272,500, were issued for the acquisition of RFID patents; | ||
- | 122,723,335 shares of common stock were issued for the conversion of a third-party note payable in the amount of $1,204,000; | ||
- | 24,518,914 shares of common stock, with fair value of $497,379, were issued for services; and, | ||
- | 33,000,000 shares of common stock were issued for a subscription receivable of $330,000. |
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Apr. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
NOTE 7 – SUBSEQUENT EVENTS | |||
Subsequent to April 30, 2014, the Company issued common stock: | |||
- | 33,956,473 shares were issued in conjunction with debt conversion of Atoll note | ||
- | 26,098,901 shares were issued for the acquisition of RFID patents | ||
- | 70,000,000 shares were issued in connection with the acquisition of Amonshare | ||
Subsequent to April 30, 2014, the Company received $21,434 on its $330,000 subscription receivable. | |||
On May 2, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The note bears interest at 10% per annum and with a maturity date of November 2, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date. | |||
On May 7, 2014, the Company entered into a convertible promissory note with a third party for $101,500. The note bears interest at 12% per annum and with a maturity date of May 7, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest one day closing prices during the 5 trading days prior to the conversion date. |
Nature_Of_Operations_And_Summa1
Nature Of Operations And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Nature Of Business | ' |
Nature of Business | |
Xumanii International Holdings Corp. (“Xumanii” or the “Company”) was incorporated in the State of Nevada on May 6, 2010. The Company maintains its statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and the Company’s mailing address and business office is located at 9550 South Eastern Ave. Suite 253-A86, Las Vegas, Nevada 89123. | |
The Company's name and trading symbol were changed from Medora Corp. and MORA, repectively, effective September 7, 2012 to Xumanii, Inc. and XUII, respectively. Subsequently , the name was changed to Xumanii International Holdings Corp. | |
Xumanii was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Xumanii was changed to enter into the branded tablet market, cloud storage market and app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies. | |
Basis Of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Xumanii’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted. | |
Use Of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basic And Diluted Earnings (Loss) Per Common Share | ' |
Basic and Diluted Earnings (Loss) Per Common Share | |
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding. | |
Cash And Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |
Impairment Of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. | |
Financial Derivatives | ' |
Financial Derivatives | |
All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |
Fair Value Measurement | ' |
Fair Value Measurement | |
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | |
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. | |
Income Taxes | ' |
Income Taxes | |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |
Stock-Based Compensation | ' |
Stock-based Compensation | |
The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Derivative_Liability_Tables
Derivative Liability (Tables) | 9 Months Ended | |||
Apr. 30, 2014 | ||||
Derivative Liability Tables | ' | |||
Schedule Of Valuation Techniques Used In Determining Fair Value Of Derivative Liability | ' | |||
Issuance date | 30-Apr-14 | |||
Stock price | $0.007 - $0.024 | $0.01 | ||
Exercise price | $0.005 - $0.0236 | $0.004 - $0.018 | ||
Shares issuable upon conversion | 97,538,960 shares | 287,785,714 shares | ||
Expected dividend yield | 0.00% | 0.00% | ||
Expected life (years) | 0.5 - 2 years | 0.2 - 2 years | ||
Risk-free interest rate | 0.30% - 0.47% | 0.30% - 0.47% | ||
Expected volatility | 147% - 310% | 174% - 295% |
Derivative_Liability_Details
Derivative Liability (Details) (Derivative Liability, USD $) | 9 Months Ended |
Apr. 30, 2014 | |
Fair Value Assumptions At Issuance Date | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Shares issuable upon conversion | 97,538,960 |
Expected dividend yield | 0.00% |
Fair Value Assumptions At Issuance Date | Minimum | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Stock price | 0.007 |
Exercise price | 0.005 |
Expected life (years) | '6 months |
Risk-free interest rate | 0.30% |
Expected volatility | 147.00% |
Fair Value Assumptions At Issuance Date | Maximum | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Stock price | 0.024 |
Exercise price | 0.0236 |
Expected life (years) | '2 years |
Risk-free interest rate | 0.47% |
Expected volatility | 310.00% |
Fair Value Assumptions At April 30, 2014 | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Stock price | 0.007 |
Shares issuable upon conversion | 287,785,714 |
Expected dividend yield | 0.00% |
Fair Value Assumptions At April 30, 2014 | Minimum | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Exercise price | 0.004 |
Expected life (years) | '2 months 12 days |
Risk-free interest rate | 0.30% |
Expected volatility | 174.00% |
Fair Value Assumptions At April 30, 2014 | Maximum | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Exercise price | 0.018 |
Expected life (years) | '2 years |
Risk-free interest rate | 0.47% |
Expected volatility | 295.00% |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 2 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||
Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Oct. 10, 2013 | Mar. 17, 2014 | Oct. 21, 2013 | Mar. 24, 2014 | Oct. 23, 2013 | Apr. 30, 2014 | Oct. 31, 2013 | Dec. 23, 2013 | Apr. 30, 2014 | Dec. 13, 2013 | Mar. 21, 2014 | Dec. 03, 2013 | Dec. 12, 2013 | Apr. 30, 2014 | Dec. 12, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | Oct. 31, 2013 | Apr. 30, 2014 | Dec. 27, 2013 | Apr. 30, 2014 | Dec. 27, 2013 | Mar. 20, 2014 | Nov. 18, 2013 | Apr. 30, 2014 | Nov. 18, 2013 | Jan. 31, 2014 | Nov. 18, 2013 | Apr. 30, 2014 | Nov. 18, 2013 | Dec. 27, 2013 | Apr. 30, 2014 | Dec. 27, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | |
Convertible Notes Payable Dated October 10, 2013 | Convertible Notes Payable Dated March 17, 2014 | Convertible Notes Payable Dated October 21, 2013 | Convertible Notes Payable Dated March 24, 2014 | Convertible Notes Payable Dated October 23, 2013 | Convertible Notes Payable Dated October 23, 2013 | Convertible Notes Payable Dated October 23, 2013 | Convertible Notes Payable Dated December 23, 2013 | Convertible Notes Payable Dated December 23, 2013 | Convertible Notes Payable Dated December 13, 2013 | Convertible Notes Payable Dated March 21, 2014 | Convertible Notes Payable Dated December 3, 2013 | Convertible Notes Payable Dated December 12, 2013 | Convertible Notes Payable Dated December 12, 2013 | Convertible Notes Payable Dated December 12, 2013 | Convertible Notes Payable Dated December 12, 2013 | Convertible Notes Payable Dated December 12, 2013 | Convertible Notes Payable Dated October 31, 2013 | Convertible Notes Payable Dated October 31, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated March 20, 2014 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated November 18, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated April 30, 2014 | Notes Payable - Atoll Finance | Notes Payable - Atoll Finance | Loans Payable - Atoll Finance | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of the convertible note | ' | ' | ' | $37,500 | $53,500 | $25,000 | $100,000 | $500,000 | ' | ' | $113,500 | ' | $35,000 | $55,000 | $450,000 | $100,000 | ' | $450,000 | ' | ' | $50,000 | ' | $50,000 | ' | $50,000 | $84,000 | $250,000 | ' | $150,000 | ' | $150,000 | ' | $225,000 | $50,000 | ' | $50,000 | $37,500 | ' | ' | ' |
Initial discount on convertible note | 2,122,723 | ' | 0 | 2,500 | ' | ' | ' | 50,000 | ' | ' | 13,500 | ' | 5,000 | 5,000 | 150,000 | 10,000 | ' | 10,000 | ' | ' | 5,500 | ' | 5,500 | ' | 5,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | 3,155,730 | 842,962 | ' | ' | ' | ' | ' | ' | 125,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on debt | ' | ' | ' | 8.00% | 8.00% | 12.00% | 12.00% | 12.00% | ' | ' | 8.00% | ' | 10.00% | 10.00% | 12.00% | 10.00% | ' | 10.00% | ' | ' | 8.00% | ' | 12.00% | ' | 12.00% | 8.00% | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | 12.00% | ' | 12.00% | 8.00% | 5.00% | ' | ' |
Debt instrument maturity date | ' | ' | ' | 12-Jul-14 | 19-Dec-14 | 21-Apr-14 | 24-Sep-14 | ' | ' | ' | 27-Dec-14 | ' | 1-Jun-14 | 1-Oct-14 | 3-Jun-14 | 12-Dec-14 | ' | 12-Dec-14 | ' | ' | 31-Oct-14 | ' | 30-Sep-14 | ' | 30-Sep-14 | 20-Mar-15 | 18-May-14 | ' | 18-May-14 | ' | 19-May-14 | ' | 18-May-14 | 30-Sep-14 | ' | 30-Sep-14 | 30-Jan-14 | ' | ' | ' |
Debt instrument maturity terms | ' | ' | ' | ' | ' | ' | ' | 'The note has a maturity date of two years from effective date of each payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument default interest terms | ' | ' | ' | 'In the event that the note remains unpaid at that date, the Company will pay default interest at 22% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument conversion terms | ' | ' | ' | 'The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date. | 'The lender has the right after a period of 270 days to convert the balance outstanding into the Company's common stock at a rate equal to 45% of the lowest trading prices during the 30 trading days prior to the conversion date. | 'The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date. | 'The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the average of the three trading prices during the 20 trading days prior to the conversion date | 'The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion. | ' | ' | 'The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date. | ' | 'The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty trading days prior to the conversion date. | 'The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 20 trading days prior to the conversion date. | 'The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment). | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date | ' | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | 'The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date. | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | 'The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the average lowest 2 day trading prices during the 15 trading days prior to the conversion date. | ' | ' | ' |
Amortization of debt discount | 1,095,201 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of notes payable | 1,320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,204,000 | ' | ' |
Notes payable | 1,564,220 | ' | 642,242 | ' | ' | ' | ' | ' | ' | ' | ' | 73,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,750 | ' | 18,750 | ' | ' | ' | 162,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 451,009 | 1,712,242 | ' |
Loan payable | ' | ' | 1,070,699 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312,242 |
Imputed interest | 42,800 | 26,791 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,800 |
Common stock issued for debt conversion value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | $90,000 | ' | ' | $90,000 | ' | $25,750 | ' | $25,750 | ' | ' | ' | $87,500 | ' | $150,000 | ' | $150,000 | ' | ' | $25,750 | ' | ' | ' | ' | ' |
Derivative_Liability_Narrative
Derivative Liability (Narrative) (Details) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Derivative liability | $828,055 | ' |
Fair Value | Fair Value Assumptions At Issuance Date | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Derivative liability | 1,878,951 | ' |
Fair Value | Fair Value Assumptions At April 30, 2014 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Derivative liability | $828,055 | ' |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 |
Chief Executive Officer - ACLH, LLC | |||
Related Party Transaction [Line Items] | ' | ' | ' |
Due from related parties | $376,451 | ' | $541,451 |
Proceeds from collection of dues from related parties | ' | ' | $165,000 |
Equity_Transactions_Narrative_
Equity Transactions (Narrative) (Details) (USD $) | 9 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Common stock issued for conversion of notes payable, Value | $1,204,000 | ' |
Common Stock | ' | ' |
Common stock issued for conversion of notes payable, Shares | 122,723,335 | ' |
Common stock issued for conversion of notes payable, Value | 1,204,000 | ' |
Common stock issued for services, Shares | 24,518,914 | ' |
Common stock issued for services, Value | 497,379 | ' |
Common stock issued for acquisition, Shares | 9,615,384 | ' |
Common stock issued for acquisition, Value | 275,000 | ' |
Common stock issued for subscription receivable, Shares | 33,000,000 | ' |
Common stock issued for subscription receivable, Value | $330,000 | ' |
Common stock cancelled and returned | 11,160,023 | ' |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 9 Months Ended | 2 Months Ended | 0 Months Ended | 2 Months Ended | ||||
Apr. 30, 2014 | Apr. 30, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | 2-May-14 | 7-May-14 | Jun. 23, 2014 | |
Common Stock | Notes Payable - Atoll Finance | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Common Stock | Common Stock | Convertible Notes Payable Dated May 02, 2014 | Convertible Notes Payable Dated May 07, 2014 | Notes Payable - Atoll Finance | ||||
Acquisition Of RFID Patents | Acquisition Of Amonshare | Common Stock | ||||||
Face value of the convertible note | ' | ' | ' | ' | ' | $100,000 | $101,500 | ' |
Interest rate on debt | ' | 5.00% | ' | ' | ' | 10.00% | 12.00% | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | 2-Nov-14 | 7-May-15 | ' |
Debt instrument conversion terms | ' | ' | ' | ' | ' | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date. | 'The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest one day closing prices during the 5 trading days prior to the conversion date. | ' |
Common stock issued for debt conversion | ' | ' | ' | ' | ' | ' | ' | 33,956,473 |
Common stock issued for acquisition | 9,615,384 | ' | ' | 26,098,901 | 70,000,000 | ' | ' | ' |
Subscriptions received | ' | ' | $21,434 | ' | ' | ' | ' | ' |