Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2020 | Jul. 27, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | MIRAGE ENERGY CORPORATION | |
Entity Central Index Key | 0001623360 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Apr. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 462,230,684 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 75,306 | $ 70,456 |
Prepaid expenses | 8,338 | 1,760 |
Total Current Assets | 83,644 | 72,216 |
Property, plant and equipment, net | 1,844 | 3,030 |
Other Assets | ||
Deposits | 6,921 | 6,921 |
Total Other Assets | 6,921 | 6,921 |
TOTAL ASSETS | 92,409 | 82,167 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 859,490 | 660,352 |
Loan payable | 127,844 | 127,844 |
Convertible debentures, net of unamortized discount | 1,553,637 | 580,754 |
Accrued salaries and payroll taxes, related parties | 1,782,792 | 1,861,936 |
Total Current Liabilities | 4,323,763 | 3,230,886 |
Long-Term Liabilities | ||
Loan payable | 822 | 1,063 |
TOTAL LIABILITIES | 4,324,585 | 3,231,949 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of April 30, 2020 and July 31, 2019 | 10,000 | 10,000 |
Common stock, par value $0.001, 900,000,000 shares authorized, 428,806,640 shares issued and outstanding as of April 30, 2020; 342,628,540 shares issued and outstanding as of July 31, 2019 | 428,806 | 406,886 |
Additional paid-in capital | 3,735,446 | 2,986,180 |
Accumulated deficit | (8,406,328) | (6,552,748) |
Accumulated other comprehensive loss | (100) | (100) |
TOTAL STOCKHOLDERS' (DEFICIT) | (4,232,176) | (3,149,782) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ 92,409 | $ 82,167 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2020 | Jul. 31, 2019 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 428,806,640 | 342,628,540 |
Common stock, shares outstanding | 428,806,640 | 342,628,540 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ 235,056 | $ 220,655 | $ 721,014 | $ 655,336 |
Professional fees | 13,717 | 24,907 | 69,563 | 79,597 |
Total Operating Expenses | 248,773 | 245,562 | 790,577 | 734,933 |
LOSS BEFORE OPERATIONS | (248,773) | (245,562) | (790,577) | (734,933) |
OTHER EXPENSE (INCOME) | ||||
Interest expense | 26,586 | 39,557 | 69,630 | 37,036 |
Change in fair value of convertible debt | 69,392 | (953,852) | 678,739 | 1,058,798 |
Penalty on convertible debt | 314,633 | 0 | 314,634 | 267,250 |
Total Other Expense (Income) | 410,611 | (914,295) | 1,063,003 | 1,363,084 |
INCOME (LOSS) BEFORE INCOME TAXES | (659,384) | 668,733 | (1,853,580) | (2,098,017) |
NET INCOME (LOSS) | (659,384) | 668,732 | (1,853,580) | (2,098,017) |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ (659,384) | $ 668,733 | $ (1,853,580) | $ (2,098,017) |
Basic Income (Loss) per Common Share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding, Basic | 423,375,776 | 367,662,091 | 418,864,811 | 363,104,279 |
Diluted Income (Loss) per Common Share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding, Diluted | 423,375,776 | 369,364,648 | 418,864,811 | 363,104,279 |
Statement of Stockholders (Defi
Statement of Stockholders (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated (Deficit) | Accumulated Other Comprehensive Loss |
Balance, shares at Jul. 31, 2018 | 342,628,540 | 10,000,000 | ||||
Balance, amount at Jul. 31, 2018 | $ (2,405,977) | $ 342,628 | $ 10,000 | $ 580,540 | $ (3,339,045) | $ (100) |
Common shares issued for conversion of debt and interest, shares | 11,691,502 | |||||
Common shares issued for conversion of debt and interest, amount | 222,718 | $ 11,692 | $ 0 | 211,026 | 0 | 0 |
Net loss | (406,896) | $ 0 | $ 0 | 0 | (406,896) | 0 |
Balance, shares at Oct. 31, 2018 | 354,320,042 | 10,000,000 | ||||
Balance, amount at Oct. 31, 2018 | (2,590,155) | $ 354,320 | $ 10,000 | 791,566 | (3,745,941) | (100) |
Balance, shares at Jul. 31, 2018 | 342,628,540 | 10,000,000 | ||||
Balance, amount at Jul. 31, 2018 | (2,405,977) | $ 342,628 | $ 10,000 | 580,540 | (3,339,045) | (100) |
Net loss | (2,098,017) | |||||
Balance, shares at Apr. 30, 2019 | 394,409,327 | 10,000,000 | ||||
Balance, amount at Apr. 30, 2019 | (2,867,397) | $ 394,409 | $ 10,000 | 2,165,357 | (5,437,063) | (100) |
Balance, shares at Oct. 31, 2018 | 354,320,042 | 10,000,000 | ||||
Balance, amount at Oct. 31, 2018 | (2,590,155) | $ 354,320 | $ 10,000 | 791,566 | (3,745,941) | (100) |
Net loss | (2,359,855) | $ 0 | $ 0 | 0 | (2,359,854) | 0 |
Sale of common stock, shares | 5,000,000 | |||||
Sale of common stock, amount | 125,000 | $ 5,000 | $ 0 | 120,000 | 0 | 0 |
Balance, shares at Jan. 31, 2019 | 359,320,042 | 10,000,000 | ||||
Balance, amount at Jan. 31, 2019 | (4,825,009) | $ 359,320 | $ 10,000 | 911,566 | (6,105,795) | (100) |
Common shares issued for conversion of debt and interest, shares | 27,423,618 | |||||
Common shares issued for conversion of debt and interest, amount | 1,118,900 | $ 27,423 | $ 0 | 1,091,477 | 0 | 0 |
Net loss | 668,732 | $ 0 | $ 0 | 0 | 668,732 | 0 |
Sale of common stock, shares | 7,665,667 | |||||
Sale of common stock, amount | 169,980 | $ 7,666 | $ 0 | 162,314 | 0 | 0 |
Balance, shares at Apr. 30, 2019 | 394,409,327 | 10,000,000 | ||||
Balance, amount at Apr. 30, 2019 | (2,867,397) | $ 394,409 | $ 10,000 | 2,165,357 | (5,437,063) | (100) |
Balance, shares at Jul. 31, 2019 | 406,886,489 | 10,000,000 | ||||
Balance, amount at Jul. 31, 2019 | (3,149,782) | $ 406,886 | $ 10,000 | 2,986,180 | (6,552,748) | (100) |
Common shares issued for conversion of debt and interest, shares | 4,830,016 | |||||
Common shares issued for conversion of debt and interest, amount | 352,591 | $ 4,830 | $ 0 | 347,761 | 0 | 0 |
Net loss | (427,157) | $ 0 | $ 0 | 0 | (427,157) | 0 |
Sale of common stock, shares | 2,000,000 | |||||
Sale of common stock, amount | 80,000 | $ 2,000 | $ 0 | 78,000 | 0 | 0 |
Common stock warrants issued and valued | 6,595 | $ 0 | $ 0 | 6,595 | 0 | 0 |
Common shares issued for exercise of warrants, shares | 3,696,973 | |||||
Common shares issued for exercise of warrants, amount | 0 | $ 3,697 | $ 0 | (3,697) | 0 | 0 |
Balance, shares at Oct. 31, 2019 | 417,413,478 | 10,000,000 | ||||
Balance, amount at Oct. 31, 2019 | (3,137,753) | $ 417,413 | $ 10,000 | 3,414,839 | (6,979,905) | (100) |
Balance, shares at Jul. 31, 2019 | 406,886,489 | 10,000,000 | ||||
Balance, amount at Jul. 31, 2019 | (3,149,782) | $ 406,886 | $ 10,000 | 2,986,180 | (6,552,748) | (100) |
Net loss | (1,853,580) | |||||
Balance, shares at Apr. 30, 2020 | 428,806,640 | 10,000,000 | ||||
Balance, amount at Apr. 30, 2020 | (4,232,176) | $ 428,806 | $ 10,000 | 3,735,447 | (8,406,328) | (100) |
Balance, shares at Oct. 31, 2019 | 417,413,478 | 10,000,000 | ||||
Balance, amount at Oct. 31, 2019 | (3,137,753) | $ 417,413 | $ 10,000 | 3,414,839 | (6,979,905) | (100) |
Net loss | (767,039) | $ 0 | $ 0 | 0 | (767,039) | 0 |
Sale of common stock, shares | 4,200,000 | |||||
Sale of common stock, amount | 147,000 | $ 4,200 | $ 0 | 142,800 | 0 | 0 |
Balance, shares at Jan. 31, 2020 | 421,613,478 | 10,000,000 | ||||
Balance, amount at Jan. 31, 2020 | (3,757,792) | $ 421,613 | $ 10,000 | 3,557,639 | (7,746,944) | (100) |
Net loss | (659,384) | $ 0 | $ 0 | 0 | (659,384) | 0 |
Sale of common stock, shares | 3,083,334 | |||||
Sale of common stock, amount | 185,000 | $ 3,084 | $ 0 | 181,916 | 0 | 0 |
Common shares issued for exercise of warrants, shares | 4,109,828 | |||||
Common shares issued for exercise of warrants, amount | 0 | $ 4,109 | $ 0 | (4,109) | 0 | 0 |
Balance, shares at Apr. 30, 2020 | 428,806,640 | 10,000,000 | ||||
Balance, amount at Apr. 30, 2020 | $ (4,232,176) | $ 428,806 | $ 10,000 | $ 3,735,447 | $ (8,406,328) | $ (100) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | $ (1,853,580) | $ (2,098,017) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Depreciation expense | 1,186 | 1,186 |
Financing Fees | 35,947 | 21,500 |
Loss on change in fair value of convertible debt | 678,739 | 1,058,798 |
Penalty on convertible debt | 314,634 | 267,250 |
Expenses paid by shareholder | 16,611 | 15,296 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (6,578) | (474) |
Accounts payable and accrued expenses | 204,146 | 174,725 |
Accrued salaries and payroll taxes, related parties | (79,144) | 383,662 |
Net cash (used) in operating activities | (688,039) | (176,074) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan, related party | 1,000 | 0 |
Repayment of loan, related party | (17,611) | (185,697) |
Repayment of loan, convertible note | 0 | (65,250) |
Proceeds from sale of common stock | 412,000 | 294,980 |
Proceeds from convertible debt | 297,500 | 152,000 |
Net cash provided by financing activities | 692,889 | 196,033 |
Net increase in cash | 4,850 | 19,959 |
Cash and cash equivalents - beginning of period | 70,456 | 13,480 |
Cash and cash equivalents - end of period | 75,306 | 33,439 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 1,199 | 25,344 |
Cash payments for income taxes | 0 | 0 |
Supplemental Non-Cash Activity Disclosures | ||
Stock issued for convertible debt and interest | 352,591 | 1,341,619 |
Proceeds from sale of convertible debt paid directly to vendor | 0 | 20,000 |
Stock exercised for common stock warrants | $ 7,806 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Apr. 30, 2020 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Mirage Energy Corporation (formerly Bridgewater Platforms Inc.) (the “Company”) is a Nevada corporation incorporated on May 6, 2014. On May 20, 2014, the Company incorporated a Canadian subsidiary known as Bridgewater Construction Ltd. in Ontario in association with its construction business. Mirage Energy Corporation is based at 900 Isom Rd Suite 306, San Antonio, TX 78216. The Company’s fiscal year end is July 31. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K filed with the Securities and Exchange Commission on February 24, 2020. In February 2016, the FASB issued guidance regarding the accounting for leases on “Leases” (ASC 842). The Company will adopt ASC 842 effective August 1, 2020 after electing to defer one year as an Emerging Growth Company which requires lessees to recognize right-of-use (“ROU”) assets and liabilities for leases with lease terms of more than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The term of the existing lease on the office premises ends June 30, 2022. Refer to Note 6 below for further information on this lease. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive. As of April 30, 2020 and July 31, 2019, the Company has convertible notes with a total base principal of $532,500 and $53,000, respectively, which become convertible in 180 days. There is a potential for 14,608,566 shares if the principal of $532,500 were converted at April 30, 2020. These notes will have a dilutive effect on common stock for the three months ended April 30, 2020. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of April 30, 2020, the Company has one common stock purchase warrant open and it has not been exercised. For each warrant, there are 164,062 warrant shares issued and outstanding which upon exercise could potentially be 4,353,221 common stock shares. Basis of Consolidation These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated. Financial Instruments The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Apr. 30, 2020 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $1,853,580 and had net cash used in operations of $688,039 for the nine months ended April 30, 2020 and had an accumulated deficit and working capital deficit of $8,406,328 and $4,240,119 at that date. The Company has not established an ongoing source of revenues sufficient to cover its operating cost and requires additional capital to commence its operating plan. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company may include, but not be limited to: sales of equity instruments; traditional financing, such as loans; sale of participation interests and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
DEBT
DEBT | 9 Months Ended |
Apr. 30, 2020 | |
DEBT | |
NOTE 4 - DEBT | As of April 30, 2020, the number of shares of common stock that can be issued for convertible debt as per Note 9 - Subsequent Events are 25,749,044. The other notes that were convertible at April 30, 2020 have not been converted. For the nine months ended April 30, 2020, there was a $678,739 loss on change in fair value of convertible debt. A summary of debt at April 30, 2020 and July 31, 2019 is as follows: Apr. 30, July 31, 2020 2019 Note, unsecured interest bearing at 2% per annum, due July 9, 2020. 50,000 50,000 Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 - Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%. 77,844 77,844 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $25,111. 52,111 54,702 Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares. During the 3rd th st 114,238 339,552 Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of February 28, 2020. This note was convertible on October 28, 2019. The note defaulted on November 16, 2019 and a default penalty of $51,750 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $167,888. 323,138 103,500 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 15, 2020. This note was convertible on December 24, 2019. The note defaulted on November 16, 2019 and a default penalty of $41,500 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $134,635. 259,134 83,000 Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 12, 2019 in the amount of $73,000 with fees of $3,000, cash proceeds of $70,000, convertible at February 8, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2020. This note was convertible on February 8, 2020. The note defaulted on November 16, 2019 and a default penalty of $36,500 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $118,414. 227,914 - Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 24, 2019 in the amount of $55,000 with fees of $3,000, cash proceeds of $52,000, convertible at March 22, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2020. This note became convertible on March 22, 2020. The convertible note had a net change in fair value of $59,477. 114,477 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $65,945. 232,137 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $65,945. 232,137 - Remaining unpaid portion due AT&T regarding cell phone installments 822 1,063 Total Debt 1,683,952 709,661 Less: Current Maturities 1,683,130 708,598 Total Long-Term Debt $ 822 $ 1,063 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Apr. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | As of April 30, 2020, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,717,275. Accrued salaries of $1,717,275 combined with accrued payroll taxes of $65,517 for a total accrued related party salaries and payroll tax of $1,782,792 for the period from June 2015 until April 30, 2020. Also, Mr. Michael Ward, President, provided $1,000 directly to the Company with an additional $16,611 owed for monies outlaid on behalf of the Company for a total loan amount of $17,611 which was netted for $17,611 in payments received leaving a net due Mr. Ward of $0 at April 30, 2020. During the year ended July 31, 2019, Mr. Ward had a previous balance due of $2,229 with an additional $24,898 of expenses paid which increased the total amount due to $27,127 less repayments of $27,127. |
LEASES
LEASES | 9 Months Ended |
Apr. 30, 2020 | |
LEASES | |
NOTE 6 - LEASES | On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after seven (7) months of this thirty-six (36) month lease, no such additional charges have been made. The Company has incurred rent expense in the amount of $63,679 and $83,974 for the nine months ended April 30, 2020 and for the year ended July 31, 2019, respectively. Below is the schedule of rent for the remaining Lease term as of April 30, 2020. Year Ending Amount July 31, 2020 $ 14,151 July 31, 2021 84,906 July 31, 2022 84,906 Total Remaining Base Rent $ 183,963 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of April 30, 2020. Interest will continue accruing after April 30, 2020 until it is paid. From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
EQUITY
EQUITY | 9 Months Ended |
Apr. 30, 2020 | |
EQUITY | |
NOTE 8 - EQUITY | During the nine months ended April 30, 2020, the Company issued 4,830,016 shares of common stock for conversion of convertible notes on August 16, 2019 totaling $58,250 with a fair value of $320,813 for the debt and a fair value of $31,778 for the interest totaling $352,591. Also, the Company issued a total of 7,806,801 shares of common stock as a cashless exercise of common stock warrants. On October 16, 2019 and February 10, 2020, Crown Bridge Partners, LLC exercised the right to purchase 3,696,973 and 4,109,828 shares of common stock, respectively, per the Common Stock Warrants that were issued with the November 13, 2018 note. On August 5, 2019, Crown Bridge Partners, LLC funded a third tranche of $35,000 and in which the Company will have to provide 164,062 warrant shares for holder to purchase. For the nine months ended April 30, 2020, the Company sold 9,283,334 shares of common stock to investors for cash proceeds of $412,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | The Company evaluated events occurring subsequent to April 30, 2020, identifying those that are required to be disclosed as follows: In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. While the Company did not incur significant disruptions to its operations during the first quarter of 2020 from COVID-19, it is unable at this time to predict the impact that COVID-19 will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business. Beginning April 1, 2020, it became more difficult to schedule business trips to Mexico for the purpose of continuing our efforts to complete final documentation for our Mexican projects as certain portions of the government were not available at all times due to the COVID-19. In May 2020, Power Up Lending Group Ltd. converted the principal amount of the $103,500 note issued May 1, 2019 that was defaulted to $155,250 along with $6,210 of accrued interest for 5,919,247 shares of common stock. In June 2020, the Company offered and sold 7,675,000 shares of common stock at $0.04 per share for $307,000. In June 2020, Power Up Lending Group Ltd. converted the principal amount of the $83,000 note issued June 27, 2019 that was defaulted to $124,500 along with $14,767 of accrued interest for 5,936,367 shares of common stock. In July 2020, Jefferson Street Capital LLC converted the principal amount of the $82,500 note issued September 18, 2019 that was defaulted to $166,192 along with $27,861 of accrued interest for 8,018,722 shares of common stock. In July 2020, Crown Bridge Partners, LLC converted the principal amount of the $35,000 note issued November 13, 2018 that was defaulted to $52,500 along with $3,500 accrued interest and $500 in fees for 3,165,266 shares of common stock. In July 2020, Power Up Lending Group Ltd. converted the principal amount of the $73,000 note issued August 12, 2019 that was defaulted to $109,500 along with $12,935 of accrued interest for 1,774,519 shares of common stock. In July 2020, Power Up Lending Group Ltd. converted the principal amount of the $55,000 note issued September 24, 2019 for 934,923 shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K filed with the Securities and Exchange Commission on February 24, 2020. In February 2016, the FASB issued guidance regarding the accounting for leases on “Leases” (ASC 842). The Company will adopt ASC 842 effective August 1, 2020 after electing to defer one year as an Emerging Growth Company which requires lessees to recognize right-of-use (“ROU”) assets and liabilities for leases with lease terms of more than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The term of the existing lease on the office premises ends June 30, 2022. Refer to Note 6 below for further information on this lease. |
Net Income (Loss) Per Share of Common Stock | The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive. As of April 30, 2020 and July 31, 2019, the Company has convertible notes with a total base principal of $532,500 and $53,000, respectively, which become convertible in 180 days. There is a potential for 14,608,566 shares if the principal of $532,500 were converted at April 30, 2020. These notes will have a dilutive effect on common stock for the three months ended April 30, 2020. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of April 30, 2020, the Company has one common stock purchase warrant open and it has not been exercised. For each warrant, there are 164,062 warrant shares issued and outstanding which upon exercise could potentially be 4,353,221 common stock shares. |
Basis of Consolidation | These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated. |
Financial Instruments | The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
DEBT | |
Schedule of debt | Apr. 30, July 31, 2020 2019 Note, unsecured interest bearing at 2% per annum, due July 9, 2020. 50,000 50,000 Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 - Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%. 77,844 77,844 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $25,111. 52,111 54,702 Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares. During the 3rd th st 114,238 339,552 Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of February 28, 2020. This note was convertible on October 28, 2019. The note defaulted on November 16, 2019 and a default penalty of $51,750 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $167,888. 323,138 103,500 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 15, 2020. This note was convertible on December 24, 2019. The note defaulted on November 16, 2019 and a default penalty of $41,500 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $134,635. 259,134 83,000 Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 12, 2019 in the amount of $73,000 with fees of $3,000, cash proceeds of $70,000, convertible at February 8, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2020. This note was convertible on February 8, 2020. The note defaulted on November 16, 2019 and a default penalty of $36,500 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $118,414. 227,914 - Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 24, 2019 in the amount of $55,000 with fees of $3,000, cash proceeds of $52,000, convertible at March 22, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2020. This note became convertible on March 22, 2020. The convertible note had a net change in fair value of $59,477. 114,477 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $65,945. 232,137 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $65,945. 232,137 - Remaining unpaid portion due AT&T regarding cell phone installments 822 1,063 Total Debt 1,683,952 709,661 Less: Current Maturities 1,683,130 708,598 Total Long-Term Debt $ 822 $ 1,063 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
LEASES | |
Schedule of rent for the remaining Lease term | Year Ending Amount July 31, 2020 $ 14,151 July 31, 2021 84,906 July 31, 2022 84,906 Total Remaining Base Rent $ 183,963 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Jul. 31, 2019 | |
Convertible note | $ 532,500 | $ 53,000 |
Convertible note, maturity Period | 180 days | |
Common stock shares issued upon conversion, shares | 14,608,566 | |
Common stock shares issued upon conversion, amount | $ 532,500 | |
Common stock shares issued upon conversion of preferred stock, shares | 4,830,016 | |
Series A Preferred Stock [Member] | ||
Common stock shares issued upon conversion, shares | 10,000,000 | |
Common stock shares issued upon conversion of preferred stock, shares | 200,000,000 | |
Preferred stock, number of vote per share Description | Series A Preferred Stock which possess 20 votes per share | |
One Purchase Warrants [Member] | ||
Warrants issued, shares | 164,062 | |
Warrants Outstanding, shares | 4,353,221 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
GOING CONCERN | |||||||||
Net (loss) | $ (659,384) | $ (767,039) | $ (427,157) | $ 668,732 | $ (2,359,855) | $ (406,896) | $ (1,853,580) | $ (2,098,017) | |
Net cash (used) in operating activities | (688,039) | $ (176,074) | |||||||
Accumulated deficit | (8,406,328) | (8,406,328) | $ (6,552,748) | ||||||
Working capital deficit | $ (4,240,119) | $ (4,240,119) |
DEBT (Details)
DEBT (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Remaining unpaid portion due AT&T regarding cell phone installments | $ 822 | $ 1,063 |
Total Debt | 1,683,952 | 709,661 |
Less: Current Maturities | 1,683,130 | 708,598 |
Total Long-Term Debt | 822 | 1,063 |
Notes Payable 1 [Member] | ||
Total Debt | 50,000 | 50,000 |
Notes Payable 2 [Member] | ||
Total Debt | 77,844 | 77,844 |
Convertible Debt [Member] | ||
Total Debt | 52,111 | 54,702 |
Convertible Debt 1 [Member] | ||
Total Debt | 114,238 | 339,552 |
Convertible Debt 2 [Member] | ||
Total Debt | 323,138 | 103,500 |
Convertible Debt 3 [Member] | ||
Total Debt | 259,134 | 83,000 |
Convertible Debt 4 [Member] | ||
Total Debt | 227,914 | 0 |
Convertible Debt 5 [Member] | ||
Total Debt | 114,477 | 0 |
Convertible Debt 6 [Member] | ||
Total Debt | 232,137 | 0 |
Convertible Debt 7 [Member] | ||
Total Debt | $ 232,137 | $ 0 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 9 Months Ended |
Apr. 30, 2020USD ($)shares | |
DEBT | |
Loss due to change in fair value of convertible debt | $ | $ (678,739) |
Common stock, shares issuable upon debt conversion | shares | 25,749,044 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Accrued salaries and payroll taxes, related parties | $ 1,782,792 | $ 1,861,936 | |
Loan payable related party, unsecured, non-interest bearing, on demand | 822 | 1,063 | |
Payment of related party debt | 17,611 | $ 185,697 | |
Mr. Michael Ward [Member] | |||
Related party debt, total | 17,611 | ||
Related party debt | 1,000 | ||
Additional related party debt | 16,611 | ||
Loan payable related party, unsecured, non-interest bearing, on demand | 0 | 2,229 | |
Payment of related party debt | (27,127) | ||
Additional expenses related to debt | 27,127 | $ 24,898 | |
From June 2015 until April 30, 2020 [Member] | CEO And Two Other AndOneOtherEmployee [Member] | |||
Accrued salaries and payroll taxes, related parties | 1,782,792 | ||
Accrued salaries | 1,717,275 | ||
Accrued payroll taxes | $ 65,517 |
LEASES (Details)
LEASES (Details) | Apr. 30, 2020USD ($) |
LEASES | |
July 31, 2020 | $ 14,151 |
July 31, 2021 | 84,906 |
July 31, 2022 | 84,906 |
Total Remaining Base Rent | $ 183,963 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Jul. 31, 2019 | |
LEASES | ||
Lease agreement description | On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after seven (7) months of this thirty-six (36) month lease, no such additional charges have been made. | |
Rent expense | $ 63,679 | $ 83,974 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Marcos Y Asociados [Member] | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Acquisition description | The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of April 30, 2020. Interest will continue accruing after April 30, 2020 until it is paid. |
Commitment and contingencies acquisition amount | $ 77,844 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Aug. 05, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Feb. 10, 2020 | Oct. 16, 2019 | |
Debt conversion converted amount, fair value | $ 320,813 | ||||
Debt conversion converted amount, principal | $ 58,250 | ||||
Debt conversion converted instrument, shares issued | 4,830,016 | ||||
Total convertabile debt amount | $ 352,591 | ||||
Debt conversion converted amount, accrued interest | 31,778 | ||||
Proceeds from related party debt | $ 1,000 | $ 0 | |||
JSJ Investment [Member] | |||||
Common stock shares sold to related party | 9,283,334 | ||||
Proceeds from sale of stock | $ 412,000 | ||||
Crown Bridge Partners LLC [Member] | Third Tranche [Member] | |||||
Proceeds from related party debt | $ 35,000 | ||||
Common stock shares issuable upon exercise of warrants | 164,062 | ||||
Crown Bridge Partners LLC [Member] | Common stock warrants [Member] | |||||
Common stock shares issued upon exercise of convertible securities | 7,806,801 | ||||
Common stock shares issuable upon exercise of warrants/rights exercised | 4,109,828 | 3,696,973 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | |
Debt converted into common stock | 14,608,566 | |||
Subsequent Event [Member] | ||||
Common stock, sale of stock, value | $ 307,000 | |||
Common stock, sale of stock, number of shares issued in transaction | 7,675,000 | |||
Common stock, sale of stock, per share | $ 0.04 | |||
Subsequent Event [Member] | Crown Bridge Partners LLC [Member] | ||||
Debt converted into common stock | 3,165,266 | |||
Convertible debt, converted amount | $ 35,000 | |||
Debt defaulted | 52,500 | |||
Accreued interest | $ 3,500 | |||
Subsequent Event [Member] | Jefferson Street Capital LLC [Member] | ||||
Debt converted into common stock | 8,018,722 | |||
Convertible debt, converted amount | $ 82,500 | |||
Debt defaulted | 166,192 | |||
Accreued interest | $ 27,861 | |||
Subsequent Event [Member] | Power Up Lending Group Ltd. [Member] | ||||
Debt converted into common stock | 1,774,519 | 5,936,367 | 5,919,247 | |
Convertible debt, converted amount | $ 73,000 | $ 83,000 | $ 103,500 | |
Debt defaulted | 109,500 | 124,500 | 155,250 | |
Accreued interest | $ 12,935 | $ 14,767 | $ 6,210 | |
Subsequent Event [Member] | PowerUp Lending Group Ltd One [Member] | ||||
Debt converted into common stock | 934,923 | |||
Convertible debt, converted amount | $ 55,000 |