RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS July 31, 2023 Restatement Subsequent to the Company's filing of its Annual Report on Form 10-K for the year ended July 31, 2023, with the Securities and Exchange Commission on February 16, 2024, and amended on May 8, 2024, the Company performed an evaluation of its accounting in relation to intangible assets subject to amortization. Management determined that the Original and Amended Form 10-K do not give effect to certain expenses identified. Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below. Upon review of the Company's previously filed 10-K, the following errors were discovered and recorded: 1. In accordance with ASU No. 2016-13, the Company has re-evaluated its measurement of credit losses pertaining to its accounts receivable and noted that its allowance for uncollectable accounts should be increased by $98,900 as of July 31, 2022. The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2023. 2. The Company evaluated its intangible assets with indefinite lives as of July 31, 2023 and deemed it appropriate to impair all assets relating to the telecommunications industry that would be divested following the agreement with Viper Networks, as detailed in Note 2 and Note 18. The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2023. There has been no effect on the Statement of Operations, Statement of Changes in Stockholder Equity (Deficit), or the Statement of Cash Flows for the year ended July 31, 2023. 3. Amortization expense associated with two intangible assets, software and customer contracts, had not been amortized in accordance with ASC 350-30-35. The Statement of Operations and the Statement of Cash Flows for the period ended July 31, 2023 have been updated to properly reflect the amortization expense of intangible assets. The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated balance sheets for the year ended July 31, 2023: July 31, July 31, 2023 Adjustments 2023 (as restated) ASSETS Current Assets Cash and cash equivalents $ 66,688 $ - $ 66,688 Accounts receivable, net 238,820 (98,900 ) (1 ) 139,920 Security deposits 7,316 - 7,316 Prepaid expenses 18,675 - 18,675 Total current assets 331,499 (98,900 ) 232,599 Property and equipment, net 89,712 - 89,712 Intangible assets, net 7,406,827 (3,988,034 ) (2,3 ) 3,418,793 Total assets $ 7,828,038 $ (4,086,934 ) $ 3,741,104 Current Liabilities Accounts payable and accrued expenses $ 1,205,995 $ - $ 1,205,995 Notes payable 92,694 - 92,694 Convertible notes payable 612,000 - 612,000 Convertible notes payable - related parties 738,600 - 738,600 Warrant liabilities 195,750 - 195,750 Unissued Stock 105,925 - 105,925 Deferred revenue 172,900 - 172,900 Current liabilities from discontinued operations 545,994 - 545,994 Total current liabilities 3,669,858 - 3,669,858 Total liabilities $ 3,669,858 $ - $ 3,669,858 Commitments and contingencies Stockholders' Equity Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,841 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively $ 62,206 $ - $ 62,206 Additional paid-in capital 27,808,440 - 27,808,440 Accumulated deficit (23,712,466 ) (4,086,934 ) (1,2,3 ) (27,799,400 ) Total Stockholder's Equity 4,158,180 (4,086,934 ) 71,246 Total Liabilities and Stockholders' Equity $ 7,828,038 $ (4,086,934 ) $ 3,741,104 The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of operations for the year ended July 31, 2023: For the Year Ended July 31, 2023 Adjustments July 31, 2023 (As Filed) (As Amended) Revenues $ 3,256,611 $ - $ 3,256,611 Costs and expenses: Cost of sales 2,426,456 - 2,426,456 Selling, general and administrative expenses 1,359,339 - 1,359,339 Depreciation expense 60,283 657,577 (3 ) 717,860 Total operating expenses 3,846,078 657,577 4,503,655 Operating loss (589,467 ) (657,577 ) (1,247,044 ) Other income (expense) Other income 262,259 - 262,259 Interest expense (20,618 ) - (20,618 ) Warrant adjustment to fair value (145,725 ) - (145,725 ) Financing expenses (255,532 ) - (255,532 ) Change in fair value of warrant liabilities 18,000 - 18,000 Other expenses (175,559 ) - (175,559 ) Total other expenses (317,175 ) - (317,175 ) Income (loss) Before Discontinued Operations (906,642 ) (657,577 ) (3 ) (1,564,219 ) Income (loss) From Discontinued Operations (1,013,600 ) - (1,013,600 ) Net loss $ (1,920,242 ) $ (657,577 ) $ (2,577,819 ) Weighted average number of common shares outstanding - basic and diluted 62,205,947 - 62,205,947 Loss per share- basic and diluted Continuing operations (0.01 ) - (0.03 ) Discontinued operations (0.02 ) - (0.01 ) Total $ (0.03 ) $ - $ (0.04 ) The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flow for the year ended July 31, 2023: July 31, July 31, 2023 Adjustments 2023 (As Filed) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (1,920,242 ) $ (657,577 ) (3 ) $ (2,577,819 ) Loss from discontinued operations 1,013,600 - 1,013,600 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 60,283 657,577 (3 ) 717,860 Warrant adjustment to fair value (18,000 ) - (18,000 ) Noncash interest expense 227,872 - 227,872 Write-down of intangible assets 57,875 - 57,875 Changes in operating assets and liabilities: - Accounts receivable (21,986 ) - (21,986 ) Security deposits 3,766 - 3,766 Prepaid expenses (3,929 ) - (3,929 ) Accounts payable (117,821 ) - (117,821 ) Deferred revenue (148,174 ) - (148,174 ) Net cash used in operating activities - continuing operations (866,756 ) - (866,756 ) Net cash provided by (used in) operating activities - discontinued operations 230,050 - 230,050 Net cash used in operating activities (636,706 ) - (636,706 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (12,650 ) - (12,650 ) Net cash used in operating activities - continuing operations (12,650 ) - (12,650 ) Net cash used in operating activities - discontinued operations - - - Net cash used in investing activities (12,650 ) - (12,650 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of notes payable (168,284 ) - (168,284 ) Proceeds from notes payable 401,418 - 401,418 Net cash provided by financing activities - continuing operations 233,134 - 233,134 Net cash provided by financing activities - discontinued operations - - - Net cash used in financing activities 233,134 - 233,134 Effect of foreign currency on cash - - - Net increase (decrease) in cash (416,222 ) - (416,222 ) Cash, beginning of period 482,910 - 482,910 Cash, end of period $ 66,688 - $ 66,688 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest $ 20,618 $ - $ 20,618 Cash paid for taxes $ 1,415 $ - $ 1,415 Shares issued for debt conversion $ 244,311 $ - $ 244,311 July 31, 2022 Restatement Subsequent to the Company's filing of its Annual Report on Form 10-K for the year ended July 31, 2023, with the Securities and Exchange Commission on February 8, 2023 and amended on May 8, 2024, the Company performed an evaluation of its accounting in relation to intangible assets subject to amortization. Management determined that the Original and Amended Form 10-K do not give effect to certain expenses identified. Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below. Upon review of the Company's previously filed 10-K, the following errors were discovered and recorded: 1. In accordance with ASU No. 2016-13, the Company has re-evaluated its measurement of credit losses pertaining to its accounts receivable and noted that its allowance for uncollectable accounts should be increased by $98,900 as of July 31, 2022. The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2022. 2. The Company evaluated its intangible assets with indefinite lives as of July 31, 2022 and deemed it appropriate to impair all assets relating to the telecommunications industry that would be divested following the agreement with Viper Networks, as detailed in Note 2 and Note 18. The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2022. There has been no effect on the Statement of Operations, Statement of Changes in Stockholder Equity (Deficit), or the Statement of Cash Flows for the year ended July 31, 2022. 3. Amortization expense associated with two intangible assets, software and customer contracts, had not been amortized in accordance with ASC 350-30-35. The Statement of Operations and the Statement of Cash Flows for the period ended July 31, 2022 have been updated to properly reflect the amortization expense of intangible assets. The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated balance sheets for the year ended July 31, 2022: July 31, July 31, 2022 Adjustments 2022 (as restated) ASSETS Current Assets Cash and cash equivalents $ 482,910 $ - $ 482,910 Accounts receivable, net 216,834 (98,900 ) (1 ) 117,934 Security deposits 11,082 - 11,082 Prepaid expenses 14,746 - 14,746 Total current assets 725,572 (98,900 ) 626,672 Property and equipment, net 137,345 - 137,345 Intangible assets, net 7,464,702 (3,330,457 ) (2,3 ) 4,134,245 Assets from discontinued operations 1,243,960 - 1,243,960 Total assets $ 9,571,579 $ (3,429,357 ) $ 6,142,222 Current Liabilities Accounts payable and accrued expenses $ 1,342,287 $ - $ 1,342,287 Notes payable 198,965 - 198,965 Convertible notes payable, net 597,128 - 597,128 Convertible notes payable - related parties 518,600 - 518,600 Warrant liabilities 213,750 - 213,750 Deferred revenue 321,074 - 321,074 Current liabilities from discontinued operations 546,304 - 546,304 Total current liabilities 3,738,108 - 3,738,108 Total liabilities $ 3,738,108 $ - $ 3,738,108 Commitments and contingencies Stockholders' Equity Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,841 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively $ 61,566 $ - $ 61,566 Additional paid-in capital 27,564,129 - 27,564,129 Accumulated deficit (21,792,224 ) (3,429,357 ) (1,2,3 ) (25,221,581 ) Total Stockholder's Equity 5,833,471 (3,429,357 ) 2,404,114 Total Liabilities and Stockholders' Equity $ 9,571,579 $ (3,429,357 ) $ 6,142,222 The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of operations for the year ended July 31, 2022: For the Year Ended July 31, 2022 Adjustments July 31, 2022 (As Filed) (As Amended) Revenues $ 2,602,115 $ - $ 2,602,115 Costs and expenses: Cost of sales 2,022,190 - 2,022,190 Selling, general and administrative expenses 1,062,163 98,900 (1 ) 1,161,063 Depreciation expense 65,487 371,171 (3 ) 436,658 Total operating expenses 3,149,840 470,071 3,619,911 Operating loss (547,725 ) (470,071 ) (1,017,796 ) Other income (expense) Interest expense (89,926 ) - (89,926 ) Impairment expense - (2,959,286 ) (2 ) (2,959,286 ) Warrant adjustment to fair value (125,025 ) - (125,025 ) Financing expenses (635,812 ) - (635,812 ) Change in fair value of warrant liabilities 57,000 - 57,000 Other expenses (12,040 ) - (12,040 ) Total other expenses (805,803 ) (2,959,286 ) (3,765,089 ) Net loss $ (1,353,528 ) $ (3,429,357 ) (1,2,3 ) $ (4,782,885 ) Weighted average number of common shares outstanding - basic and diluted 61,565,841 - 61,565,841 Loss per share- basic and diluted (0.08 ) - (0.08 ) The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flows for the year ended July 31, 2022: July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (1,353,528 ) $ (3,429,357 ) (1,2,3 ) $ (4,782,885 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 65,487 371,171 (3 ) 436,658 Warrant adjustment to fair value (57,000 ) - (57,000 ) Noncash interest expense 454,908 - 454,908 Write-down of intangible assets - 2,959,286 (2 ) 2,959,286 Changes in operating assets and liabilities: - Accounts receivable 68,172 98,900 (1 ) 167,072 Prepaid expenses 62 - 62 Accounts payable 434,151 - 434,151 Deferred revenue 21,874 - 21,874 Net cash used in operating activities - continuing operations (365,874 ) - (365,874 ) Net cash provided by (used in) operating activities - discontinued operations (86,081 ) - (86,081 ) Net cash used in operating activities (451,955 ) - (451,955 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (46,893 ) - (46,893 ) Net cash used in operating activities - continuing operations (46,893 ) - (46,893 ) Net cash used in operating activities - discontinued operations - - - Net cash used in investing activities (46,893 ) - (46,893 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of notes payable (61,300 ) - (61,300 ) Proceeds from notes payable 965,452 - 965,452 Net cash provided by financing activities - continuing operations 904,152 - 904,152 Net cash provided by financing activities - discontinued operations - - - Net cash used in financing activities 904,152 - 904,152 Effect of foreign currency on cash - - - Net increase (decrease) in cash 405,304 - 405,304 Cash, beginning of period 77,606 - 77,606 Cash, end of period $ 482,910 - $ 482,910 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest $ 11,587 $ - $ 11,587 Cash paid for taxes $ 2,040 $ - $ 2,040 The specific explanations for the July 31, 2023 and 2022 items noted above in the restated financial statements are as follows: 1. Per review of its accounts receivable balance, the Company has deemed it appropriate to reserve a total of $98,900 in its allowance for uncollectible accounts. 2. Following a divestiture of the telecommunications subsidiaries, as described in Note 18, the Company impaired all intangible assets with indefinite lives that contributed to the Company's conduction of business in this sector as of July 31, 2022. 3. After reexamination of the useful lives of the Company's intangible assets, it has been determined that a portion of such assets are subject to amortization and should be segregated and such amortization expensed. |