Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jul. 31, 2014 | Nov. 13, 2014 | Jan. 31, 2014 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Imerjn Inc. | ' | ' |
Entity Central Index Key | '0001499274 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Jul-14 | ' | ' |
Amendment Flag | 'true | ' | ' |
Amendment Description | ' | ' | ' |
EXPLANATORY NOTE | |||
This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended July 31, 2014 (the “2014 Form 10-K”) originally filed on November 14, 2014 (the “Original Filing”) by Xumanii International Holdings Corp ( the “Company,” “we,” or “us”) with the U.S. Securities and Exchange Commission. The Amendment is being filed to submit updated 10K along with Exhibits 101. The Amendment revises the previous 10K filed and it replaces the previously filed 10K | |||
The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1. | |||
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 Public Float | ' | ' | $7,117,624 |
Entity Common Stock, Shares Outstanding | ' | 6,377,286,253 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
Current Assets | ' | ' |
Cash | $135,906 | $38,170 |
Accounts receivable | 2,593 | ' |
Inventory | 28,484 | ' |
Notes receivable - related party | 258,501 | ' |
Other current assets | 4,776 | 12,276 |
Total current assets | 430,260 | 50,446 |
Fixed assets, net of accumulated depreciation of $0 and $19,742, respectively | 5,700 | 52,781 |
Goodwill | 2,160,494 | ' |
Intangible assets, net | 815,386 | ' |
Total assets | 3,411,840 | 103,227 |
Current Liabilities | ' | ' |
Accounts payable and accrued liabilities | 516,389 | 49,580 |
Advances from related parties | ' | 48,250 |
Deferred revenue | 15,010 | ' |
Loans payable | ' | 1,070,699 |
Notes payable | 797,242 | 642,242 |
Convertible notes payable, net of discounts of $769,941 and $0, respectively | 1,065,375 | ' |
Derivative liabilities | 5,656,736 | ' |
Total current liabilities | 8,050,752 | 1,810,771 |
Stockholders' deficit: | ' | ' |
Series A redeemable, convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 5,000,000 and 0 shares issued and outstanding, Series B preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding | 50 | ' |
Common stock, $0.00001 par value; 10,000,000,000 shares authorized; 2,228,731,842 and 271,610,552 shares issued and outstanding, respectively | 22,287 | 2,716 |
Additional paid-in capital | 8,929,364 | 81,065 |
Accumulated deficit | -13,590,613 | -1,791,325 |
Total stockholders' deficit | -4,638,912 | -1,707,544 |
Total liabilities and stockholders" deficit | 3,411,840 | 103,227 |
Series A Preferred Stock | ' | ' |
Stockholders' deficit: | ' | ' |
Series A redeemable, convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 5,000,000 and 0 shares issued and outstanding, Series B preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding | 50 | ' |
Total stockholders' deficit | 50 | ' |
Total liabilities and stockholders" deficit | 50 | ' |
Series B Preferred Stock | ' | ' |
Stockholders' deficit: | ' | ' |
Series A redeemable, convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 5,000,000 and 0 shares issued and outstanding, Series B preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding | ' | ' |
Total stockholders' deficit | ' | ' |
Total liabilities and stockholders" deficit | ' | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 2,228,731,842 | 271,610,552 |
Common stock, shares outstanding | 2,228,731,842 | 271,610,552 |
Net accumulated depreciation | $0 | $19,742 |
Convertible notes payable, net of discount | $769,941 | $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 | 5,000,000 | 0 |
Preferred stock, shares outstanding | 5,000,000 | 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 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenues | $18,230 | ' |
Cost of revenues | 63,856 | ' |
Gross loss | -45,626 | ' |
Operating expenses: | ' | ' |
General and administrative | 2,650,658 | 1,465,722 |
Depreciation, depletion and amortization | 21,697 | ' |
Gain on extinguishment of debt | 61,630 | ' |
Loss on disposal of assets | -52,781 | ' |
Total operating expenses | 2,663,506 | 1,465,722 |
Operating losses | -2,709,132 | -1,465,722 |
Other income (expense) : | ' | ' |
Gain on change in fair value of derivatives | 1,715,533 | ' |
Interest expense | 10,805,690 | 60,840 |
Total other expense | -9,090,157 | -60,840 |
Net loss | ($11,799,288) | ($1,526,562) |
Weighted average number of common shares outstanding - basic and diluted | 460,259,878 | 271,610,552 |
Net loss per common share - basic and diluted | ($0.03) | ($0.01) |
Consolidated_Statement_Of_Chan
Consolidated Statement Of Changes In Stockholders' Equity (Deficit) (USD $) | Preferred Stock A | Preferred Stock B | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance amount at Jul. 31, 2012 | ' | ' | $3,413 | $37,563 | ($264,763) | ($223,787) |
Balance common stock, shares at Jul. 31, 2012 | ' | ' | 341,300,300 | ' | ' | ' |
Balance preferred stock, shares at Jul. 31, 2012 | ' | ' | ' | ' | ' | ' |
Imputed interest | ' | ' | ' | 42,805 | ' | 42,805 |
Common stock cancellation/retirment, shares | ' | ' | -69,689,748 | ' | ' | ' |
Common stock cancellation/retirment, amount | ' | ' | -697 | 697 | ' | ' |
Common stock issued for acquisition of intangible assets, amount | ' | ' | ' | ' | ' | ' |
Common stock issued for convertible notes payable, amount | ' | ' | ' | ' | ' | ' |
Redeemable, convertible preferred stock issued for the acquisition of Rocky Mountain Tracking, Inc, amount | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -1,526,562 | -1,526,562 |
Balance amount at Jul. 31, 2013 | ' | ' | 2,716 | 81,065 | -1,791,325 | -1,707,544 |
Balance common stock, shares at Jul. 31, 2013 | ' | ' | 271,610,552 | ' | ' | 271,610,552 |
Imputed interest | ' | ' | ' | 42,800 | ' | 42,800 |
Common stock cancellation/retirment, shares | ' | ' | -11,160,023 | ' | ' | ' |
Common stock cancellation/retirment, amount | ' | ' | -112 | 112 | ' | ' |
Common stock issued for acquisition of intangible assets, shares | ' | ' | 79,615,384 | ' | ' | ' |
Common stock issued for acquisition of intangible assets, amount | ' | ' | 796 | 324,552 | ' | 325,348 |
Common stock issued for cash, shares | ' | ' | 33,000,000 | ' | ' | ' |
Common stock issued for cash, value | ' | ' | 330 | 329,670 | ' | 330,000 |
Common stock issued for convertible notes payable, shares | ' | ' | 1,804,463,117 | ' | ' | ' |
Common stock issued for convertible notes payable, amount | ' | ' | 18,045 | 5,394,554 | ' | 5,412,599 |
Common stock issued for services, shares | ' | ' | 51,202,812 | ' | ' | ' |
Common stock issued for services, amount | ' | ' | 512 | 762,607 | ' | 763,119 |
Redeemable, convertible preferred stock issued for the acquisition of Rocky Mountain Tracking, Inc, shares | 5,000,000 | ' | ' | ' | ' | ' |
Redeemable, convertible preferred stock issued for the acquisition of Rocky Mountain Tracking, Inc, amount | 50 | ' | ' | 1,994,004 | ' | 1,994,054 |
Net loss | ' | ' | ' | ' | -11,799,288 | -11,799,288 |
Balance amount at Jul. 31, 2014 | $50 | ' | $22,287 | $8,929,364 | ($13,590,613) | ($4,638,912) |
Balance common stock, shares at Jul. 31, 2014 | ' | ' | 2,228,731,842 | ' | ' | 2,228,731,842 |
Balance preferred stock, shares at Jul. 31, 2014 | 5,000,000 | ' | ' | ' | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($11,799,288) | ($1,526,562) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 21,697 | 19,242 |
Stock based compensation | 763,119 | ' |
Amortization of debt discount | 2,441,270 | ' |
Fair value of derivative liabilities in excess of face value of convertible notes payable | 8,164,201 | ' |
Gain on change in fair value of financial derivatives | 1,715,533 | ' |
Gain on extinguishment of debt | 61,630 | ' |
Loss on disposal of fixed assets | -52,781 | ' |
Imputed interest | 42,800 | 42,805 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | -3,744 | ' |
Inventory | 2,883 | ' |
Other current assets | -7,500 | 12,276 |
Accounts payable and accrued liabilities | 501,256 | 44,063 |
Deferred revenue | -1,435 | ' |
Net cash used in operating activities of operations | -1,582,401 | -1,432,728 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Cash paid for notes receivable - related party | 508,681 | ' |
Proceeds from notes receivable - related party | 250,180 | ' |
Purchase of Rocky Mountain Tracking, Inc. | 380,500 | 57,068 |
Purchase of intangible assets | 48,342 | ' |
Net cash used in investing activities | -687,343 | -57,068 |
CASH FLOW FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from loans payable | ' | 1,470,720 |
Repayments on loans payable | 1,165,000 | ' |
Proceeds from convertible notes payable | 3,275,730 | ' |
Repayments on convertible notes payable | 25,000 | ' |
Proceeds from related party loans payable | ' | 110,982 |
Repayments on related party loans payable | ' | 68,861 |
Related party advance | 48,250 | -6,400 |
Proceeds from issuance of common stock | 330,000 | ' |
Net cash provided by financing activities | 2,367,480 | 1,519,241 |
NET CHANGE IN CASH | 97,736 | 29,445 |
CASH AT BEGINNING OF PERIOD | 38,170 | 8,725 |
CASH AT END OF PERIOD | 135,906 | 38,170 |
SUPPLEMENTAL INFORMATION | ' | ' |
Interest paid | ' | 18,035 |
Income tax paid | ' | ' |
NONCASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Conversion from loans payable to note payable | ' | 642,242 |
Common stock issued for settlement of convertible notes payable and derivative liabilities | 5,412,599 | ' |
Debt discount from embedded derivative conversion feature | 2,529,597 | ' |
Retirement of common shares | 112 | ' |
Common stock issued to acquire intangible assets | 325,348 | ' |
Net Assets acquired from RMT | 464,060 | ' |
Preferred shares issued to acquire RMT | $1,994,054 | ' |
Nature_Of_Operations_And_Summa
Nature Of Operations And Summary Of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Jul. 31, 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. (the “Company” or “Xumanii”) (formerly Xumanii, Inc.) was incorporated in Nevada on May 6, 2010. | |||||||||||||||||
The Company 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. | |||||||||||||||||
The Company completed an acquisition of Rocky Mountain Tracking Inc. (“RMT”), an established provider of GPS tracking solutions in North America on July 21, 2014. RMT was incorporated in Colorado in 2004 and has been a leading provider of GPS tracking solutions. It offers several GPS trackers and GPS tracking systems that are ideal for personal or business use. RMT’s software is proprietary and enables users to track the movement of virtually anything using tracking devices. The Company’s new website is www.imerjn.com. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates (sometimes significant) 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. In Management’s opinion all adjustments considered necessary for a fair presentation have been included. | |||||||||||||||||
Reclassification | |||||||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
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. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Trade accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance and projections of trends. Management closely monitors outstanding balances and writes off, as of year-end, all balances that are not expected to be collected by the time the financial statements are issued. No allowance was required as of July 31, 2014 and 2013. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements could result in excess or obsolete inventory. To minimize this risk, Xumanii evaluates inventory levels and expected usage on a periodic basis and records adjustments as required. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and Equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes. | |||||||||||||||||
Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal. | |||||||||||||||||
Intangible assets | |||||||||||||||||
Intangible assets with definite lives are recorded at cost and amortized using the straight-line method over their estimated useful lives. | |||||||||||||||||
Long-lived Assets | |||||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds their related fair values. The Company has not recognized any impairment on its long lived assets as of the years ended July 31, 2014 and 2013. | |||||||||||||||||
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 sing market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The carrying amounts of cash, accounts receivable and accounts payable approximate their fair values due to the short-term maturities of these instruments. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: | |||||||||||||||||
Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |||||||||||||||||
Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments; | |||||||||||||||||
Level 3: inputs to the valuation methodology are unobservable and significant to the fair value. | |||||||||||||||||
The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of July 31, 2014 and 2013. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At July 31, 2014 | $ | — | $ | — | $ | 5,656,736 | $ | 5,656,736 | |||||||||
At July 31, 2013 | — | — | — | — | |||||||||||||
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. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenues on sale of goods when (1) there is persuasive evidence of an arrangement with the customer, (2) product risk and title has passed which generally coincides with the shipment of the products to the customer, (3) amount due from the customer is fixed or determinable, and (4) collectability is reasonably assured. Customer discounts and allowances are netted against revenues. | |||||||||||||||||
Subscription revenue is generated from the GPS tracking services provided. Customers are to be billed monthly, quarterly and annually. Subscription revenue is recognized ratably over the term of the subscription period. The Company records deferred revenues for the services to be performed subsequent to the yearend. | |||||||||||||||||
Cost of Subscription | |||||||||||||||||
Cost of subscription revenue is primarily comprised of the costs associated with the GPS tracking services that provided by the third parties. | |||||||||||||||||
Shipping and Handling | |||||||||||||||||
The Company bills the customers for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales. | |||||||||||||||||
Share-Based Payments | |||||||||||||||||
The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and value of common shares based on the last common stock valuation done by third party valuation expert 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 forfeiture 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. | |||||||||||||||||
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. As of July 31, 2014 and 2013, there were no potentially dilutive securities outstanding. The weighted average number of shares is calculated by taking the number of outstanding shares and multiplying the portion of the reporting period those shares covered, doing this for each portion and, finally, summing the total. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
On June 10, 2014, the FASB issued ASU No. 2014-10 (ASU 2014-10), Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. | |||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all transactions from July 31, 2014 through the financial statement issuance date for subsequent event disclosure consideration. |
Going_Concern
Going Concern | 12 Months Ended |
Jul. 31, 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 fiscal year. As of July 31, 2014, the Company has an accumulated deficit of $13,590,613, 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. | |
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
NOTE 3 – RELATED PARTY TRANSACTIONS | |
During the year ended July 31, 2014, Xumanii advanced $508,681 to ACLH, LLC (“ACLH”), an entity associated with the Company’s CEO, in conjunction with a potential acquisition. | |
ACLH paid back $250,180 during the year and at July 31, 2014 the balance due from ACLH was $258,501. Subsequent to July 31, 2014, ACLH paid back another $40,000 and the remaining balance of $218,501 plus accrued interest have been converted into stock of another public company, an asset owned by ACLH. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||
Jul. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Acquisitions | ' | ||||||||||||
NOTE 4 – ACQUISITIONS | |||||||||||||
TRAKKERS LLC | |||||||||||||
On October 1, 2013, the Company announced that it intended to acquire RFID business Trakkers LLC (“Trakkers”) for 2 million preferred shares of Xumanii the preferred shares had a face value of $1 per share, valuing Trakkers at $2 million. This acquisition entered escrow on October 1, 2013. The Company determined that the acquisition of Trakkers was no in the Company’s best interest. Therefore, the transaction was canceled and the Company has since successfully identified better acquisition opportunities. | |||||||||||||
ROCKY MOUNTAIN TRACKING, INC. | |||||||||||||
Xumanii acquired Rocky Mountain Tracking, Inc. ("RMT"), an established provider of GPS tracking solutions in North America on July 25, 2014. Under the acquisition method of accounting, the total estimated purchase price is allocated to RMT’s tangible and intangible assets and liabilities based on their estimated fair values at the date of the completion of the acquisition. | |||||||||||||
The purchase price allocation is preliminary awaiting a final valuation of the assets acquired. The estimated fair values of the assets acquired and the liabilities assumed at July 21, 2014 are as follows: | |||||||||||||
Cash and cash equivalents | $ | 2,153 | |||||||||||
Accounts receivable | 4,184 | ||||||||||||
Inventory | 25,601 | ||||||||||||
Fixed assets | 5,700 | ||||||||||||
Intangible assets | 463,393 | ||||||||||||
Accounts payable and accrued liabilities | (36,971 | ) | |||||||||||
Net assets acquired | $ | 464,060 | |||||||||||
Goodwill | 2,160,494 | ||||||||||||
Total | $ | 2,624,554 | |||||||||||
The Company allocated $463,393 to acquired intangibles. These intangibles consisted of technology, an e-commerce website, and existing customer relationships. | |||||||||||||
The Company recorded $1,697 in amortization expense for the year ended July 31, 2014. | |||||||||||||
As of July 31, 2014, the Company performed its annual goodwill impairment assessment and concluded that there was no impairment of goodwill. | |||||||||||||
The following proforma information has been prepared assuming the acquisition of RMT was done as of August 1, 2013. | |||||||||||||
Xumanii | Rocky MountainTracking, Inc. | Pro forma | |||||||||||
International | |||||||||||||
Holdings | |||||||||||||
Corp. | |||||||||||||
31-Jul-14 | 31-Jul-14 | Combined | |||||||||||
Net sales | $ | 18,230 | $ | 1,202,241 | $ | 1,220,471 | |||||||
Cost of sales | 63,856 | 584,082 | 647,938 | ||||||||||
Gross profit | (45,626 | ) | 618,159 | 572,533 | |||||||||
Operating expenses: | |||||||||||||
General and administrative | 2,650,658 | 475,257 | 3,125,915 | ||||||||||
Depreciation, depletion and amortization | 21,697 | 11,242 | 32,939 | ||||||||||
Gain on extinguishment of debt | (61,630 | ) | — | (61,630 | ) | ||||||||
Loss on disposal of assets | 52,781 | — | 52,781 | ||||||||||
Total operating expenses | 2,709,132 | 486,499 | 3,150,005 | ||||||||||
Operating income (loss) | (2,655,800 | ) | 131,660 | (2,577,472 | ) | ||||||||
Other expense, net | (9,090,157 | ) | 10,074 | (9,080,083 | ) | ||||||||
Net income (loss) | $ | (11,799,288 | ) | $ | 141,734 | $ | (11,657,555 | ) | |||||
Weighted average number of common shares outstanding - | 460,259,878 | 460,259,878 | |||||||||||
basic and diluted | |||||||||||||
Net loss per common share - basic and diluted | $ | (0.03 | ) | $ | (0.03 | ) |
Intangible_Assets
Intangible Assets | 12 Months Ended |
Jul. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Intangible Assets | ' |
NOTE 5 – INTANGIBLE ASSETS | |
During the year ended July 31, 2014, the Company issued 9,615,384 shares of common stock to RFidea Works Corp. for the acquisition of patents for Radio Frequency Identification technology. The shares were valued at $272,500 based on the stock price on the date of grant. The Company has also capitalized $48,342 in legal fees that were paid to support these patents. The Company will amortize the patents over the useful life of 15 years. The Company recorded $18,500 in amortization expense during the year ended July 31, 2014. | |
During the year ended July 31, 2014, the Company issued 70,000,000 shares of common stock to a related party for the acquisition of a website. The shares were valued at $52,848, which was the carrying costs of the website from the related party. The Company will amortize the patents over the useful life of 5 years. The Company recorded $1,500 in amortization expense during the year ended July 31, 2014. |
Loans_Payable_And_Note_Payable
Loans Payable And Note Payable | 12 Months Ended |
Jul. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Loans Payable and Note Payable | ' |
NOTE 6 – LOANS PAYABLE AND NOTE PAYABLE | |
As of July 31, 2014, the Company had the following loans payable outstanding: | |
Convertible notes: | |
The Company evaluated the conversion features on the following 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 $11,078,298 on the financial derivatives as discount to the 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. | |
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. The Company is currently default on this loan. | |
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). The Company is currently default on this loan. | |
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. | |
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. | |
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. | |
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. | |
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. The Company is currently default on this loan. | |
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. The Company is currently default on this loan. | |
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. The Company is currently default on this loan. | |
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. The Company is currently default on this loan. | |
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.\ | |
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 March 20, 2014, the Company entered into a convertible promissory note with a third party for $94,500. 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 March 24, 2014, the Company entered into a convertible note with a third party for $80,000. This note bears an interest rate of 12% per annum and is due April 24, 2015. 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 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. | |
On May 18, 2014, 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, 2015. 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 July 28, 2014, the Company entered into a convertible promissory note with a third party for $50,000. The note bears interest at 8% and a maturity date of December 31, 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. | |
The Company evaluated the conversion features on the above convertible notes and determined that they created embedded financial derivatives due to there being no explicit limit to the number of shares to be issued upon conversion. On the above convertible notes, the Company recorded an aggregated debt discount of $3,244,812, as result of the embedded conversion feature being a financial derivative and original issuance discounts, for proceeds received. During the year ended July 31, 2014, the Company recorded $2,441,270 amortization of debt discount on this note. $1,768,200 of these notes and accrued interest were converted to 5,412,599 shares of the Company’s common stock during the year. As of July 31, 2014, the Company had a notes payable balance of $1,835,316, unamortized discount of $769,941, and accrued interest of $173,751 on these notes. | |
Notes payable: | |
The Company has a note payable to Atoll Finance. Interest on the note is 5% per annum. During the year ended July 31, 2014, the Company (through its other lenders) repaid $1,165,000 and the balance was reduced from $1,712,242 to $547,242 including accrued interest. The note is unsecured and is currently past due. A lender has an option to purchase $547,242 of the remaining balance. | |
As part of the acquisition of RMT, the Company issued a $250,000 note payable to the sellers of RMT. The note bears interest at a rate of 8% per annum. Accrued interest is payable monthly and the principal balance is payable in six equal installments of $41,667 every six months beginning six months from the closing of the acquisition. | |
Equity Credit Agreement: | |
We entered into an Equity Credit Agreement with Southridge Partners that provides that we may sell up to $5,000,000 of our common stock to Southridge, 1,324,339,645 shares of our common stock are being offered under the prospectus. If all of the 1,324,339,645 shares were offered at the current trading price of $.0001 we would receive proceeds of $132,434. We have filed an S1 to register these shares. However, the SEC has indicated we need to trade on the OTC exchange before they will continue reviewing the S-1. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||||||
Jul. 31, 2014 | |||||||||
DisclosureDerivativeLiabilityAbstract | ' | ||||||||
Derivative Liabilities | ' | ||||||||
NOTE 7 – DERIVATIVE LIABILITIES | |||||||||
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 liabilities using the input attributes at each issuance date and recorded an initial derivative liabilities of $11,078,298. On July 31, 2014, the Company re-measured the derivative liabilities using the input attributes below and determined the derivative liability value to be $5,656,736. Loss on derivative liabilities of $1,715,533 was recorded for the year ended July 31, 2014 and included in the statements of operations in order to adjust the derivative liabilities to the re-measured value. | |||||||||
Issuance date | 31-Jul-14 | ||||||||
Stock price | $0.007 - $0.024 | $ | 0.0015 | ||||||
Exercise price | $0.005 - $0.0236 | $0.0006 - $0.018 | |||||||
Shares issuable upon conversion | 97,538,960 shares | 977,642,857 shares | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Expected life (years) | 0.5 - 2 years | 0.15 – 1.72 years | |||||||
Risk-free interest rate | 0.30% - 0.47% | 0.30% - 0.47% | |||||||
Expected volatility | 147% - 310% | 173% - 298% | |||||||
Change in fair value of financial derivatives during the year ended July 31, 2014 is as follows: | |||||||||
Fair value | |||||||||
Balance, July 31, 2013 | $ | — | |||||||
New derivatives | 11,078,298 | ||||||||
Transfer from liability classification to equity classification | (3,706,029 | ) | |||||||
Change in fair value | (1,715,533 | ) | |||||||
Balance, July 31, 2014 | $ | 5,656,736 | |||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Jul. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
NOTE 8 – INCOME TAXES | |||||||||
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Due to the Company’s accumulated net loss, there was no provision for income taxes for the years ended July 31, 2014 and 2013.The difference between the income tax expense of zero shown in the statement of operations and pre-tax book net loss times the federal statutory rate of 35% is principally due to the change in the valuation allowance. | |||||||||
At July 31, 2014 and 2013, deferred tax assets consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets (net operating | $ | 1,387,109 | $ | 609,050 | |||||
loss carry-forwards) | |||||||||
Less: valuation allowance | (1,387,109 | ) | (609,050 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. | |||||||||
Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, management has applied a full valuation allowance against its net deferred tax assets at July 31, 2014 and 2013. The net change in the total valuation allowance from July 31, 2013 to July 31, 2014 was an increase of $778,059. | |||||||||
As of July 31, 2014, the Company has federal net operating loss carryforwards of approximately $3,943,000 for federal and state tax purposes, respectively. If not utilized, these losses will expire beginning in 2030 for both federal and state purposes. |
Commitment_And_Contingencies
Commitment And Contingencies | 12 Months Ended |
Jul. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitment and Contingencies | ' |
NOTE 9 – COMMITMENT AND CONTINGENCIES | |
The Company is not aware of any pending or threatened legal proceedings. | |
As part of its regular operations, the Company may become party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its’ commercial operations, products, employees and other matters. Although the Company can give no assurance about the outcome of these or any other pending legal and administrative proceedings and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on the Company’s financial condition or results of operations. | |
The Company has paid significant legal expenses associated with potential acquisitions, including the Trakkers acquisition that did not close. It may continue to pay more expenses as a result of these acquisitions. |
Equity_Transactions
Equity Transactions | 12 Months Ended | |
Jul. 31, 2014 | ||
Equity Transactions | ' | |
Equity Transactions | ' | |
NOTE 10 – EQUITY TRANSACTIONS | ||
Equity transactions during the year ended July 31, 2014: | ||
- | 5,000,000 shares of preferred stock, valued at $1,994,054, were issued by the Company to acquire RMT; | |
- | 11,160,023 shares of common stock were cancelled and returned to the Company and added back by the Company to treasury stock; | |
- | 79,615,384 shares of common stock valued at $325,348 were issued by the Company for certain assets; | |
- | 33,000,000 shares of common stock were issued by the Company for cash of $330,000; | |
- | 1,804,463,117 shares of common stock valued at $5,412,599 were issued to third party lenders to conversion of outstanding notes payable and the related accrued interest; | |
- | 51,202,812 shares of common stock, with an aggregated fair value of $763,119, were issued by the Company to third party vendors for services. These shares were valued and recorded at their fair market value on the date of grant; | |
- | $42,800 imputed interest was recorded by the Company for the related party notes. | |
Equity transaction during the year ended July 31, 2013: | ||
On October 4, 2012, the sole Board of Director and the majority shareholder of the Company approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to a 5.5-for-1 forward stock split of the issued and outstanding shares of the Company’s Common Stock, bringing the total issued and outstanding Common shares from 49,383,737 to 271,610,552. The Company’s financial statements have been retroactively restated to incorporate the effect of the forward split. Also, $42,805 imputed interest was recorded by the Company for the related party notes. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 11 – SUBSEQUENT EVENTS | |
On August 1, 2014, the Company received an additional $50,000 from third-party equity lenders. This advance bears interest at various rates, is unsecured, and has various terms of repayment. | |
On August 8, 2014, the Company entered into a convertible promissory note with a third party for $400,000. 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. Only $150,000 of the note had been received as of October 31, 2014. The Company is currently default on this loan. | |
On August 13, 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. The Company is currently default on this loan. | |
On September 1, 2014, the Company entered into a convertible promissory note with a third party for $50,000. 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. The Company is currently default on this loan. | |
On September 18, 2014, the Company entered into a convertible promissory note with a third party for $20,000. 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. | |
On October 22, 2014, the sole Board of Director and the majority shareholder of the Company approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to approve the following action: 10,000:1 reverse stock split. | |
On October 25, 2014, the Company issued 10,000,000 Preferred Shares to Intersino Ltd. as a result of Intersino providing further subscribers and development to the Company.Subsequent to July 31, 2014, 4,148,554,912 shares of common stock were issued to third party lenders to convert outstanding notes payable and accrued interest. |
Nature_Of_Operations_And_Summa1
Nature Of Operations And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Nature of Business | ' | ||||||||||||||||
Nature of Business | |||||||||||||||||
Xumanii International Holdings Corp. (the “Company” or “Xumanii”) (formerly Xumanii, Inc.) was incorporated in Nevada on May 6, 2010. | |||||||||||||||||
The Company 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. | |||||||||||||||||
The Company completed an acquisition of Rocky Mountain Tracking Inc. (“RMT”), an established provider of GPS tracking solutions in North America on July 21, 2014. RMT was incorporated in Colorado in 2004 and has been a leading provider of GPS tracking solutions. It offers several GPS trackers and GPS tracking systems that are ideal for personal or business use. RMT’s software is proprietary and enables users to track the movement of virtually anything using tracking devices. The Company’s new website is www.imerjn.com. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
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 (sometimes significant) 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. In Management’s opinion all adjustments considered necessary for a fair presentation have been included. | |||||||||||||||||
Reclassification | ' | ||||||||||||||||
Reclassification | |||||||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
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. | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Accounts Receivable | |||||||||||||||||
Trade accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance and projections of trends. Management closely monitors outstanding balances and writes off, as of year-end, all balances that are not expected to be collected by the time the financial statements are issued. No allowance was required as of July 31, 2014 and 2013. | |||||||||||||||||
Inventory | ' | ||||||||||||||||
Inventory | |||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements could result in excess or obsolete inventory. To minimize this risk, Xumanii evaluates inventory levels and expected usage on a periodic basis and records adjustments as required. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and Equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes. | |||||||||||||||||
Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal. | |||||||||||||||||
Intangible assets | ' | ||||||||||||||||
Intangible assets | |||||||||||||||||
Intangible assets with definite lives are recorded at cost and amortized using the straight-line method over their estimated useful lives. | |||||||||||||||||
Long-lived Assets | ' | ||||||||||||||||
Long-lived Assets | |||||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds their related fair values. The Company has not recognized any impairment on its long lived assets as of the years ended July 31, 2014 and 2013. | |||||||||||||||||
Derivatives | ' | ||||||||||||||||
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 sing market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The carrying amounts of cash, accounts receivable and accounts payable approximate their fair values due to the short-term maturities of these instruments. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: | |||||||||||||||||
Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |||||||||||||||||
Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments; | |||||||||||||||||
Level 3: inputs to the valuation methodology are unobservable and significant to the fair value. | |||||||||||||||||
The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of July 31, 2014 and 2013. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At July 31, 2014 | $ | — | $ | — | $ | 5,656,736 | $ | 5,656,736 | |||||||||
At July 31, 2013 | — | — | — | — | |||||||||||||
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. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenues on sale of goods when (1) there is persuasive evidence of an arrangement with the customer, (2) product risk and title has passed which generally coincides with the shipment of the products to the customer, (3) amount due from the customer is fixed or determinable, and (4) collectability is reasonably assured. Customer discounts and allowances are netted against revenues. | |||||||||||||||||
Subscription revenue is generated from the GPS tracking services provided. Customers are to be billed monthly, quarterly and annually. Subscription revenue is recognized ratably over the term of the subscription period. The Company records deferred revenues for the services to be performed subsequent to the year end. | |||||||||||||||||
Cost of Subscription | ' | ||||||||||||||||
Cost of Subscription | |||||||||||||||||
Cost of subscription revenue is primarily comprised of the costs associated with the GPS tracking services that provided by the third parties. | |||||||||||||||||
Shipping and Handling | ' | ||||||||||||||||
Shipping and Handling | |||||||||||||||||
The Company bills the customers for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales. | |||||||||||||||||
Share-Based Payments | ' | ||||||||||||||||
Share-Based Payments | |||||||||||||||||
The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and value of common shares based on the last common stock valuation done by third party valuation expert 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 forfeiture 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. | |||||||||||||||||
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. As of July 31, 2014 and 2013, there were no potentially dilutive securities outstanding. The weighted average number of shares is calculated by taking the number of outstanding shares and multiplying the portion of the reporting period those shares covered, doing this for each portion and, finally, summing the total. | |||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
On June 10, 2014, the FASB issued ASU No. 2014-10 (ASU 2014-10), Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all transactions from July 31, 2014 through the financial statement issuance date for subsequent event disclosure consideration. |
Nature_Of_Operations_And_Summa2
Nature Of Operations And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies Tables | ' | ||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis | ' | ||||||||||||||||
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At July 31, 2014 | $ | — | $ | — | $ | 5,656,736 | $ | 5,656,736 | |||||||||
At July 31, 2013 | — | — | — | — |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||
Jul. 31, 2014 | |||||||||||||
Acquisitions Tables | ' | ||||||||||||
Schedule of Purchase Price Allocation | ' | ||||||||||||
The purchase price allocation is preliminary awaiting a final valuation of the assets acquired. The estimated fair values of the assets acquired and the liabilities assumed at July 21, 2014 are as follows: | |||||||||||||
Cash and cash equivalents | $ | 2,153 | |||||||||||
Accounts receivable | 4,184 | ||||||||||||
Inventory | 25,601 | ||||||||||||
Fixed assets | 5,700 | ||||||||||||
Intangible assets | 463,393 | ||||||||||||
Accounts payable and accrued liabilities | (36,971 | ) | |||||||||||
Net assets acquired | $ | 464,060 | |||||||||||
Goodwill | 2,160,494 | ||||||||||||
Total | $ | 2,624,554 | |||||||||||
Schedule of Proforma Information | ' | ||||||||||||
The following proforma information has been prepared assuming the acquisition of RMT was done as of August 1, 2013. | |||||||||||||
Xumanii | Rocky MountainTracking, Inc. | Pro forma | |||||||||||
International | |||||||||||||
Holdings | |||||||||||||
Corp. | |||||||||||||
31-Jul-14 | 31-Jul-14 | Combined | |||||||||||
Net sales | $ | 18,230 | $ | 1,202,241 | $ | 1,220,471 | |||||||
Cost of sales | 63,856 | 584,082 | 647,938 | ||||||||||
Gross profit | (45,626 | ) | 618,159 | 572,533 | |||||||||
Operating expenses: | |||||||||||||
General and administrative | 2,650,658 | 475,257 | 3,125,915 | ||||||||||
Depreciation, depletion and amortization | 21,697 | 11,242 | 32,939 | ||||||||||
Gain on extinguishment of debt | (61,630 | ) | — | (61,630 | ) | ||||||||
Loss on disposal of assets | 52,781 | — | 52,781 | ||||||||||
Total operating expenses | 2,709,132 | 486,499 | 3,150,005 | ||||||||||
Operating income (loss) | (2,655,800 | ) | 131,660 | (2,577,472 | ) | ||||||||
Other expense, net | (9,090,157 | ) | 10,074 | (9,080,083 | ) | ||||||||
Net income (loss) | $ | (11,799,288 | ) | $ | 141,734 | $ | (11,657,555 | ) | |||||
Weighted average number of common shares outstanding - | 460,259,878 | 460,259,878 | |||||||||||
basic and diluted | |||||||||||||
Net loss per common share - basic and diluted | $ | (0.03 | ) | $ | (0.03 | ) |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||||||
Jul. 31, 2014 | |||||||||
Derivative Liabilities Tables | ' | ||||||||
Schedule of Valuation Techniques Used in Determining Fair Value of Derivative Liability | ' | ||||||||
The Company measured the derivative liabilities using the input attributes at each issuance date and recorded an initial derivative liabilities of $11,078,298. On July 31, 2014, the Company re-measured the derivative liabilities using the input attributes below and determined the derivative liability value to be $5,656,736. Loss on derivative liabilities of $1,715,533 was recorded for the year ended July 31, 2014 and included in the statements of operations in order to adjust the derivative liabilities to the re-measured value. | |||||||||
Issuance date | 31-Jul-14 | ||||||||
Stock price | $0.007 - $0.024 | $ | 0.0015 | ||||||
Exercise price | $0.005 - $0.0236 | $0.0006 - $0.018 | |||||||
Shares issuable upon conversion | 97,538,960 shares | 977,642,857 shares | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Expected life (years) | 0.5 - 2 years | 0.15 – 1.72 years | |||||||
Risk-free interest rate | 0.30% - 0.47% | 0.30% - 0.47% | |||||||
Expected volatility | 147% - 310% | 173% - 298% | |||||||
Schedule of Changes in Fair Value of Financial Derivatives | ' | ||||||||
Change in fair value of financial derivatives during the year ended July 31, 2014 is as follows: | |||||||||
Fair value | |||||||||
Balance, July 31, 2013 | $ | — | |||||||
New derivatives | 11,078,298 | ||||||||
Transfer from liability classification to equity classification | (3,706,029 | ) | |||||||
Change in fair value | (1,715,533 | ) | |||||||
Balance, July 31, 2014 | $ | 5,656,736 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Jul. 31, 2014 | |||||||||
Income Taxes Tables | ' | ||||||||
Schedule of Deferred Tax Assets | ' | ||||||||
At July 31, 2014 and 2013, deferred tax assets consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets (net operating | $ | 1,387,109 | $ | 609,050 | |||||
loss carry-forwards) | |||||||||
Less: valuation allowance | (1,387,109 | ) | (609,050 | ) | |||||
Net deferred tax asset | $ | — | $ | — |
Nature_Of_Operations_And_Summa3
Nature Of Operations And Summary Of Significant Accounting Policies (Details) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
Derivative liabilities: | ' | ' |
Derivative liabilities | $5,656,736 | ' |
Level 1 | ' | ' |
Derivative liabilities: | ' | ' |
Derivative liabilities | ' | ' |
Level 2 | ' | ' |
Derivative liabilities: | ' | ' |
Derivative liabilities | ' | ' |
Level 3 | ' | ' |
Derivative liabilities: | ' | ' |
Derivative liabilities | $5,656,736 | ' |
Acquisitions_Schedule_Of_Purch
Acquisitions (Schedule Of Purchase Price Allocation) (Details) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 21, 2014 |
Rocky Mountain Tracking, Inc (RMT) | |||
Purchase price allocation | ' | ' | ' |
Cash and cash equivalents | ' | ' | $2,153 |
Accounts receivable | ' | ' | 4,184 |
Inventory | ' | ' | 25,601 |
Fixed assets | ' | ' | 5,700 |
Intangible assets | ' | ' | 463,393 |
Accounts payable and accrued liabilities | ' | ' | 36,971 |
Net assets acquired | ' | ' | 464,060 |
Goodwill | 2,160,494 | ' | 2,160,494 |
Total | ' | ' | $2,624,554 |
Acquisitions_Schedule_Of_Profo
Acquisitions (Schedule Of Proforma Information) (Details) (USD $) | 12 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2013 | |
Net sales | $18,230 | ' |
Cost of sales | 63,856 | ' |
Gross profit | -45,626 | ' |
Operating expenses: | ' | ' |
General and administrative | 2,650,658 | 1,465,722 |
Depreciation, depletion and amortization | 21,697 | ' |
Gain on extinguishment of debt | 61,630 | ' |
Loss on disposal of assets | -52,781 | ' |
Total operating expenses | 2,663,506 | 1,465,722 |
Operating income (loss) | -2,709,132 | -1,465,722 |
Other expense, net | -9,090,157 | -60,840 |
Net income (loss) | -11,799,288 | -1,526,562 |
Weighted average number of common shares outstanding - basic and diluted | 460,259,878 | 271,610,552 |
Net loss per common share - basic and diluted | ($0.03) | ($0.01) |
Pro Forma Combined | ' | ' |
Net sales | 1,220,471 | ' |
Cost of sales | 647,938 | ' |
Gross profit | 572,533 | ' |
Operating expenses: | ' | ' |
General and administrative | 3,125,915 | ' |
Depreciation, depletion and amortization | 32,939 | ' |
Gain on extinguishment of debt | 61,630 | ' |
Loss on disposal of assets | -52,781 | ' |
Total operating expenses | 3,150,005 | ' |
Operating income (loss) | -2,577,472 | ' |
Other expense, net | -9,080,083 | ' |
Net income (loss) | -11,657,555 | ' |
Weighted average number of common shares outstanding - basic and diluted | 460,259,878 | ' |
Net loss per common share - basic and diluted | ($0.03) | ' |
Rocky Mountain Tracking, Inc (RMT) | ' | ' |
Net sales | 1,202,241 | ' |
Cost of sales | 584,082 | ' |
Gross profit | 618,159 | ' |
Operating expenses: | ' | ' |
General and administrative | 475,257 | ' |
Depreciation, depletion and amortization | 11,242 | ' |
Gain on extinguishment of debt | ' | ' |
Loss on disposal of assets | ' | ' |
Total operating expenses | 486,499 | ' |
Operating income (loss) | 131,660 | ' |
Other expense, net | 10,074 | ' |
Net income (loss) | 141,734 | ' |
Xumanii International Holdings Corp. | ' | ' |
Net sales | 18,230 | ' |
Cost of sales | 63,856 | ' |
Gross profit | -45,626 | ' |
Operating expenses: | ' | ' |
General and administrative | 2,650,658 | ' |
Depreciation, depletion and amortization | 21,697 | ' |
Gain on extinguishment of debt | 61,630 | ' |
Loss on disposal of assets | -52,781 | ' |
Total operating expenses | 2,709,132 | ' |
Operating income (loss) | -2,655,800 | ' |
Other expense, net | -9,090,157 | ' |
Net income (loss) | ($11,799,288) | ' |
Weighted average number of common shares outstanding - basic and diluted | 460,259,878 | ' |
Net loss per common share - basic and diluted | ($0.03) | ' |
Derivative_Liabilities_Schedul
Derivative Liabilities (Schedule Of Valuation Techniques Fair Value Of Derivative Liability) (Details) (Derivative Liabilities, USD $) | 12 Months Ended |
Jul. 31, 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 July 31, 2014 | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Stock price | 0.0015 |
Shares issuable upon conversion | 977,642,857 |
Expected dividend yield | 0.00% |
Fair Value Assumptions At July 31, 2014 | Minimum | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Exercise price | 0.0006 |
Expected life (years) | '1 month 24 days |
Risk-free interest rate | 0.30% |
Expected volatility | 173.00% |
Fair Value Assumptions At July 31, 2014 | Maximum | ' |
Valuation techniques used in determining the fair value of derivative liability: | ' |
Exercise price | 0.018 |
Expected life (years) | '1 year 8 months 19 days |
Risk-free interest rate | 0.47% |
Expected volatility | 298.00% |
Derivative_Liabilities_Schedul1
Derivative Liabilities (Schedule Of Changes In Fair Value Of Financial Derivatives) (Details) (USD $) | 12 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2013 | |
Balance, July 31, 2013 | ' | ' |
Change in fair value | 1,715,533 | ' |
Balance, July 31, 2014 | 5,656,736 | ' |
Derivative Liabilities | ' | ' |
Balance, July 31, 2013 | ' | ' |
New derivatives | 11,078,298 | ' |
Transfer from liability classification to equity classification | -3,706,029 | ' |
Change in fair value | -1,715,533 | ' |
Balance, July 31, 2014 | $5,656,736 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
Income Taxes Details | ' | ' |
Deferred tax assets (net operating loss carry-forwards) | $1,387,109 | $609,050 |
Less: valuation allowance | 1,387,109 | 609,050 |
Net deferred tax asset | ' | ' |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2014 | Nov. 13, 2014 | Nov. 13, 2014 | |
Common Stock | ACLH, LLC - An Entity Associated With CEO | ACLH, LLC - An Entity Associated With CEO | ACLH, LLC - An Entity Associated With CEO | |||
Subsequent Event | Subsequent Event | |||||
Common Stock | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Cash paid for notes receivable - related party | $508,681 | ' | ' | $508,681 | ' | ' |
Proceeds from notes receivable - related party | 250,180 | ' | ' | 250,180 | 40,000 | ' |
Notes receivable - related party | 258,501 | ' | ' | 258,501 | ' | ' |
Value of note receivable converted into stock | $5,412,599 | ' | $18,045 | ' | ' | $218,501 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Oct. 01, 2013 | Jul. 31, 2014 | |
RFID Business Trackers LLC | Rocky Mountain Tracking, Inc (RMT) | |
Preferred Stock | ||
Business Acquisition [Line Items] | ' | ' |
Business acquisition notes | ' | ' |
On October 1, 2013, the Company announced that it intended to acquire RFID business Trakkers LLC (“Trakkers”) for 2 million preferred shares of Xumanii the preferred shares had a face value of $1 per share, valuing Trakkers at $2 million. This acquisition entered escrow on October 1, 2013. The Company determined that the acquisition of Trakkers was no in the Company’s best interest. Therefore, the transaction was canceled and the Company has since successfully identified better acquisition opportunities. | ||
Amortization expense | ' | $1,697 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Common stock issued for acquisition of intangible assets, value | $325,348 | ' |
Capitalization of legal fees paid | 48,342 | ' |
Common Stock | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Common stock issued for acquisition of intangible assets, shares | 79,615,384 | ' |
Common stock issued for acquisition of intangible assets, value | 796 | ' |
Acquisition Of Patents - RFidea Works Corp | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful life of intangible assets | '15 years | ' |
Amortization expense | 18,500 | ' |
Acquisition Of Patents - RFidea Works Corp | Common Stock | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Common stock issued for acquisition of intangible assets, shares | 9,615,384 | ' |
Common stock issued for acquisition of intangible assets, value | 272,500 | ' |
Capitalization of legal fees paid | 48,342 | ' |
Acquisition Of Website - Related Party | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful life of intangible assets | '5 years | ' |
Amortization expense | 1,500 | ' |
Acquisition Of Website - Related Party | Common Stock | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Common stock issued for acquisition of intangible assets, shares | 70,000,000 | ' |
Common stock issued for acquisition of intangible assets, value | $52,848 | ' |
Loans_Payable_And_Note_Payable1
Loans Payable And Note Payable (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 2 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Jul. 31, 2014 | 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 | Dec. 13, 2013 | Mar. 21, 2014 | Dec. 03, 2013 | Dec. 12, 2013 | Dec. 12, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | Oct. 31, 2013 | Dec. 27, 2013 | Dec. 27, 2013 | Mar. 20, 2014 | Nov. 18, 2013 | Nov. 18, 2013 | Nov. 18, 2013 | Nov. 18, 2013 | Dec. 27, 2013 | Dec. 27, 2013 | Mar. 20, 2014 | Mar. 24, 2014 | Apr. 30, 2014 | 18-May-14 | Jul. 28, 2014 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 25, 2014 | Jul. 31, 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 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 October 31, 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 December 27, 2013 | Convertible Notes Payable Dated December 27, 2013 | Convertible Notes Payable Dated March 20, 2014 | Convertible Notes Payable Dated March 24, 2014 | Convertible Notes Payable Dated April 30, 2014 | Convertible Notes Payable Dated May 18, 2014 | Convertible Notes Payable Dated July 28, 2014 | Notes Payable - Atoll Finance | Notes Payable - Atoll Finance | Notes Payable | Equity Credit Agreement - Southridge Partners | |||
Rocky Mountain Tracking, Inc (RMT) | ||||||||||||||||||||||||||||||||||||
Short-term Debt [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 | $94,500 | $80,000 | $37,500 | $150,000 | $50,000 | ' | ' | $250,000 | ' |
Initial discount on convertible note | 3,244,812 | ' | 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 | 3,275,730 | ' | ' | ' | ' | ' | ' | 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% | 12.00% | 8.00% | 10.00% | 8.00% | 5.00% | ' | 8.00% | ' |
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 | 20-Mar-15 | 24-Apr-15 | 30-Jan-15 | 18-May-15 | 31-Dec-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. | ' | ' | ' | ' | ' | ' |
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 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 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. | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 2,441,270 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion original debt amount | 1,768,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in conversion of debt | 5,412,599 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument carrying amount | 1,835,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 173,751 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of notes payable | 1,165,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,165,000 | ' | ' | ' |
Notes payable | 797,242 | 642,242 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 547,242 | 1,712,242 | ' | ' |
Debt instrument description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
A lender has an option to purchase $547,242 of the remaining balance. | ||||||||||||||||||||||||||||||||||||
Debt instrument frequency of periodic payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest is payable monthly and the principal balance is payable in six equal installments of $41,667 every six months beginning six months from the closing of the acquisition. | ||||||||||||||||||||||||||||||||||||
Periodic payment of installment towards principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $41,667 | ' |
Equity credit agreement terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
We entered into an Equity Credit Agreement with Southridge Partners that provides that we may sell up to $5,000,000 of our common stock to Southridge, 1,324,339,645 shares of our common stock are being offered under the prospectus. If all of the 1,324,339,645 shares were offered at the current trading price of $.0001 we would receive proceeds of $132,434. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended |
Jul. 31, 2014 | |
Income Taxes Narrative Details | ' |
Federal statutory rate | 35.00% |
Increase in deferred tax assets valuation allowance | $778,059 |
Net operating loss carryforwards | $3,943,000 |
Operating los carryforwards expiration terms | ' |
If not utilized, these losses will expire beginning in 2030 for both federal and state purposes. |
Equity_Transactions_Narrative_
Equity Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Oct. 04, 2012 | Oct. 04, 2012 | Jul. 31, 2014 | |
Common Stock | Rocky Mountain Tracking, Inc (RMT) | ||||
Preferred Stock | |||||
Common stock issued for acquisition, Shares | ' | ' | ' | ' | 5,000,000 |
Common stock issued for acquisition, Value | $1,994,054 | ' | ' | ' | $1,994,054 |
Forward stock split | ' | ' | ' | '5.5-for-1 | ' |
Changes in capital structure due to forward stock split | ' | ' | ' | ' | ' |
On October 4, 2012, the sole Board of Director and the majority shareholder of the Company approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the Stockholders to a 5.5-for-1 forward stock split of the issued and outstanding shares of the Company’s Common Stock, bringing the total issued and outstanding Common shares from 49,383,737 to 271,610,552. | |||||
Common stock issued and outstanding after forward stock split | 2,228,731,842 | 271,610,552 | 271,610,552 | ' | ' |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Aug. 01, 2014 | Oct. 22, 2014 | Nov. 13, 2014 | Oct. 25, 2014 | Aug. 08, 2014 | Oct. 31, 2014 | Aug. 13, 2014 | Sep. 01, 2014 | Sep. 18, 2014 | |
Common Stock | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||
Common Stock | Common Stock | Preferred Stock | Convertible Notes Payable Dated August 08, 2014 | Convertible Notes Payable Dated August 08, 2014 | Convertible Notes Payable Dated August 13, 2014 | Convertible Notes Payable Dated September 01, 2014 | Convertible Notes Payable Dated September 18, 2014 | |||||
Intersino Ltd | ||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from debt | $3,275,730 | ' | ' | $50,000 | ' | ' | ' | ' | $150,000 | ' | ' | ' |
Face value of the convertible note | ' | ' | ' | ' | ' | ' | ' | $400,000 | ' | $100,000 | $50,000 | $20,000 |
Interest rate on debt | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | 10.00% | 12.00% |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | 2-Nov-14 | ' | 2-Nov-14 | 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 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 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. | |||||||||||
Reverse stock split | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
10,000:1 | ||||||||||||
Shares issued to Intersino Ltd for services, shares | ' | ' | 51,202,812 | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' |
Shares issued in conversion of debt | 5,412,599 | ' | ' | ' | ' | 4,148,554,912 | ' | ' | ' | ' | ' | ' |