Cover
Cover - shares | 3 Months Ended | |
Jan. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 000-55398 | |
Entity Registrant Name | YUENGLING’S ICE CREAM CORPORATION | |
Entity Central Index Key | 0001624517 | |
Entity Tax Identification Number | 47-1893698 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8910 West 192nd Street | |
Entity Address, Address Line Two | Suite N | |
Entity Address, City or Town | Mokena | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60448 | |
City Area Code | 312 | |
Local Phone Number | 288-8000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 349,488,710 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Current Assets: | ||
Cash | $ 219,530 | $ 130,835 |
Accounts receivable | 508,499 | 292,097 |
Inventory | 52,886 | 58,832 |
Prepaid expenses and other current assets | 483,278 | 45,360 |
Due from officer | 140,000 | |
Other receivable – affiliate | 126,738 | 126,738 |
Total Current Assets | 1,530,931 | 653,862 |
Other Assets: | ||
Other non-current assets | 8,618 | 140,502 |
Property and equipment, net | 618,435 | 629,954 |
Right of use asset | 518,968 | 702,426 |
Goodwill | 7,873,202 | 7,873,202 |
Total Assets | 10,550,154 | 9,999,946 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,336,473 | 551,929 |
Due to affiliates | 1,508,980 | 1,109,419 |
Due to officers | 347,243 | 228,058 |
Due to financial institutions | 1,168,948 | 1,314,485 |
Notes payable | 202,206 | |
Seller notes payable | 2,844,040 | 1,669,040 |
Vehicle and equipment loans | 430,967 | 366,371 |
SBA loans payable | 423,300 | 423,300 |
Convertible note payable, net of $920,993 discount | 118,007 | |
Derivative liability | 30,070,971 | |
Life insurance payable – sellers, current portion | 450,000 | 450,000 |
Lease liabilities, current portion | 171,618 | 171,618 |
Total Current Liabilities | 39,072,753 | 6,284,220 |
Non-current liabilities | ||
Seller notes payable, non-current portion | 192,932 | 1,481,109 |
Dividend payable, preferred stock Series C & D | 123,561 | |
Life insurance payable, non-current | 2,250,000 | 2,250,000 |
Lease liabilities, non-current portion | 347,605 | 530,809 |
Total non-current liabilities | 2,914,098 | 4,261,918 |
Total Liabilities | 41,986,851 | 10,546,138 |
Commitments and contingencies | ||
Temporary Equity: | ||
Preferred Series A stock to be issued | 357,022 | |
Total temporary equity | 357,022 | |
Stockholders’ Deficit: | ||
Common stock to be issued | 496,214 | |
Common stock: $0.001 par value; 2,500,000,000 shares authorized; 332,488,710 and 24,907,279 shares (par $0.0001) issued and outstanding at January 31, 2024 and 2023, respectively | 332,489 | 2,491 |
Additional paid in capital | 10,480,906 | 1,783,733 |
Accumulated deficit | (42,680,162) | (2,828,730) |
Total Stockholders’ Deficit | (31,793,719) | (546,192) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | 10,550,154 | 9,999,946 |
Series A Preferred Stocks [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | 48 | 100 |
Series C D Preferred Stocks [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | $ 1,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jan. 31, 2024 | Jan. 31, 2023 |
Net of discount | $ 920,993 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 332,488,710 | 24,907,279 |
Common stock, shares outstanding | 332,488,710 | 24,907,279 |
Series A Preferred Stocks [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 475,000 | 0 |
Preferred stock, shares outstanding | 475,000 | 0 |
Series C D Preferred Stocks [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 0 |
Preferred stock, shares outstanding | 10,000,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 1,854,099 | $ 1,024,073 |
Cost of goods sold | 1,484,526 | 445,025 |
Gross margin | 369,844 | 579,048 |
Total operating expenses | 4,452,953 | 596,766 |
Loss from operations | (4,083,109) | (17,718) |
Other income (expense): | ||
Interest expense | (165,494) | (68,414) |
Derivative: expense, gains and losses from issuances and conversion and changes in fair values | (30,784,943) | 57,352 |
Gain on extinguishment of debt | 1,170,399 | |
Total other expense | (29,780,038) | (11,062) |
Loss before provision for income tax | (33,863,147) | (28,780) |
Provision for income tax | ||
Net loss | $ (33,863,147) | $ (28,780) |
Basic loss per share | $ (0.10) | $ 0 |
Diluted loss per share | $ (0.10) | $ 0 |
Basic weighted average shares | 332,488,710 | 12,827,048 |
Diluted weighted average shares | 332,488,710 | 12,827,048 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (33,276,423) | $ (28,780) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 11,519 | |
Debt discount amortization | 88,007 | |
Gain on extinguishment of debt | (1,170,399) | (57,352) |
Notes issued for service fees | 30,000 | |
Convertible note put premiums charged to interest | 30,000 | |
Derivative expense and changes in fair value | 30,784,943 | |
Changes in assets and liabilities: | ||
Accounts receivable | (216,402) | (35,210) |
Inventory | 5,946 | |
Prepaid expenses | (165,532) | 36,310 |
Accounts payable and accrued expenses | 2,007,587 | (73,253) |
Other current liabilities | 958,006 | (504,015) |
Net cash used in operating activities | (1,052,748) | (662,000) |
Cash flows from investing activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Payment on seller notes | (113,177) | |
Proceeds from convertible notes payable | 936,000 | |
Payments on lines of credit and other financial institution arrangements | (80,941) | |
Proceeds – related party loans | 399,561 | 663,192 |
Net cash provided by financing activities | 1,222,384 | 663,192 |
Net change in cash | 88,695 | 1,192 |
Cash, beginning of the period | 130,835 | 555,562 |
Cash, end of the period | 219,530 | 556,854 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Supplemental Disclosure of Non-Cash Activity: | ||
Debt discounts and deferred financing costs recognized | 14,419,763 | |
Issuance of common stock for conversion of temporary equity | 35,000 | |
Reclassification of deferred offering charges to additional paid in capital | $ 305,000 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS Yuengling’s Ice Cream Corporation, (f/k/a Aureus, Inc.) (“ Yuengling’s YCRM Company In November, 2023, YCRM completed its acquisition of ReachOut Technology Corp. (“ReachOut”). ReachOut is a Managed Service Provider (MSP) that provides cybersecurity and IT services to Small to Medium Sized Businesses (SMBs). Management is highly experiences with business operation as well as acquisition and integration. After the closing of the ReachOut transaction, the Company agreed to assign the ice cream assets to Mid Penn Bank in return for the cancellation of the bank debt. The Company also ceased its Aureus Micro Markets operations at the time the ReachOut agreement was signed. Reverse Merger/Acquisition of ReachOut Technology Corp. On November 9, 2023, the Yuengling’s Ice Cream Corporation closed the Share Exchange and Control Block Transfer Agreements with ReachOut Technology Corp. (“ReachOut”) whereby 100% The Share Exchange is intended to constitute a reorganization with the meaning of Section 368 of the Internal Revenue Code of 1986 (as amended). As a result of the transaction, ReachOut became a subsidiary of the Company. The Company evaluated the substance of the merger transaction and found it met the criteria for the accounting and reporting treatment of a reverse acquisition under ASC 805 (Business Combinations)-40-45 (Reverse Acquisition and Other Presentation Matters) and accordingly will consolidate the operations of ReachOut and the Company and the financial condition from the closing date of the transaction. The historic results of operations will reflect those of ReachOut. As such, ReachOut is treated as the acquirer while the Company is treated as the acquired entity for accounting and financial reporting purposes. Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, ReachOut, the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of ReachOut and its subsidiaries. Under the terms of the Control Block Transfer Agreement, Everett Dickson (former CEO) is to sell all his remaining Series A Preferred Stock to Richard Jordan (new CEO) for $ 140,000 Following the closing of the agreements, Robert Bohorad and Everett Dickson resigned their positions as CEO and Chairman of the Board of Directors, respectively and Richard Jordan was appointed to those positions. The Company has authorized 8,750,000 3.00 2% The Company is obligated under the terms of the Share Exchange Agreement to issue 8,750,000 ReachOut Technology Corp. Reachout Technology, Corp. (“ReachOut”) is a corporation formed on February 13, 2020 under the laws of the State of Delaware. ReachOut provides cybersecurity and IT management solutions to businesses to protect their complete operating landscape and data secrets. ReachOut is headquartered in Chicago, Illinois. From formation until the acquisition of Innovative Design Networks, LLC (“IND”) on September 2, 2022, ReachOut had no principal operations or revenue. ReachOut’s activities during this period primarily consisted of formation activities, acquisition research and preparations to raise capital. ReachOut Corp. Acquisition - Innovative Network Designs LLC IND is a New Jersey limited liability company and ReachOut acquired 100% 500,000 Innovative Network Designs LLC - New Jersey IND Corporation (“IND”) provides information technology services. IND offers cybersecurity, risk assessment, network security, cloud performance, remote management, migration support, and monitoring solutions for businesses, as well as provides consulting and maintenance services. IND serves clients in the States of New York, New Jersey, and Pennsylvania. IND can either manage and support a client’s entire technology infrastructure, or compliment to the existing internal IT personnel. IND’s unique service model is designed to reduce client costs, increase client profits and mitigate client’s business risks. ReachOut Corp. Acquisition - Red Gear LLC ReachOut entered into a Membership Interest Purchase Agreement on September 29, 2023 with RedGear, LLC, a Texas limited liability company and acquired 100% Upon closing (September 29, 2023) the total value of the consideration given for the purchase was $3,025,249 The purchase price was allocated to net tangible assets of $54,006 with the balance of $2,510,0291 allocated to goodwill, which is not amortized to expense. ReachOut hired an independent accounting firm to validate the Adjusted EBITDA (as defined in the closing documents). RedGear LLC - Texas RedGear LLC (“RedGear”) provides professional technology services, structured cabling, equipment, and consulting in the Southwest US region. RedGear’s entire culture is built around supporting business infrastructures, while building relationships and delivering an exceptional customer service experience and always keeping customers’ best interest a top priority. RedGear has built its success by reputation, quality of work, professionalism, and always being there for clients every step of the way whenever needed. RedGear’s services, certifications, experience, and expertise cover the entire spectrum of Information Technology that no other regional technology service provider can match. These are pre-acquisition descriptions. Post-acquisition, ReachOut Technology Corp. will re-brand its subsidiaries to ReachOut, add any unique revenue streams to ReachOut’s portfolio and standardize program offerings. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, revenue recognition and the valuations of common and preferred stock, valuations of derivative liabilities and intangible assets. The Company bases its estimates on historical experience, known trends, analysis and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, YIC Acquisitions Corp., ReachOut (and its subsidiaries). All material intercompany transactions and balances have been eliminated on consolidation. ReachOut’s wholly-owned subsidiaries, ReachOut IND and RedGear were acquired on September 2, 2022 (purchase of 100% 100% Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, ReachOut, the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of ReachOut and its subsidiaries. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At January 31, 2024 and 2023, all of the Company’s cash and cash equivalents were held at accredited financial institutions. As of January 31, 2024, the Company held no The Company’s subsidiary, Innovative Design Networks, has one client with outstanding unpaid account representing a total of 68% 58% Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended January 31, 2024. Deferred Financing Costs All unamortized deferred financing costs related to the Company borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Unamortized deferred financing fees related to the issuance of preferred stock of $ 322,756 interest and financing costs Inventory Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has expired or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventories at January 31, 2024 and 2023 were $ 52,886 0 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. The total potentially dilutive shares calculated is 7,891,144,897 1,020,062,029 2,795,909,680 399,415,669 305,757,519 3,370,000,000 Schedule of antidilutive shares January 31, January 31, Series A Preferred Stock Payable 1,020,062,029 201,036,774 Series A Preferred Stock outstanding 170,358,198 Series C Preferred Stock outstanding 2,795,909,680 - Series D Preferred Stock outstanding 399,415,669 - Warrants 305,757,519 - Third party convertible debt 3,370,000,000 56,207,229 Total 7,891,144,897 427,602,201 Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company’s non-financial assets, such as property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs . Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. Level 3: Level 3 inputs are unobservable inputs. The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values. The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates. The table below classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of January 31, 2024 and October 31, 2023. Schedule of liabilities measured at fair value At January 31, At October 31, Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 30,070,971 - - $ - A roll-forward of the level 3 valuation financial instruments is as follows Schedule of fair value measurements roll-forward Derivative Balance at October 31, 2023 $ - Charged to derivative expense upon issuance of related note 17,515,030 Classified as initial debt discount upon issuance of related note 936,000 Fair Value adjustments - convertible note 11,619,941 Balance at January 31, 2024 $ 30,070,971 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the three months ended January 31, 2024 is as follows: Schedule of derivative liabilities Inputs January 31, Stock price $ 0.009 Conversion price $ 0.0003 Volatility (annual) 357 % Risk-free rate 5.18 % Dividend rate - Years to maturity 1.26 Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of January 31, 2024, and 2022, no Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09 , Revenue from Contracts with Customers Identification of a contract with a customer; Identification of the performance obligations in the contract; Determination of the transaction price; Allocation of the transaction price to the performance obligations in the contract; and Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. It is management’s practice to only invoice for services and goods to be provided within the coming month. While services may not be fully transferred the client is in fact obligated to pay the invoiced amount unless the contract is terminated with prior notice. Advertising Costs Advertising costs are expensed as incurred and are included in General and Administrative expenses. Deferred Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of January 31, 2024 and 2023 the Company had recorded $ 0 0 305,000 Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting Business Combinations In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. Related Party Transactions The Company follows FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases The Company’s subsidiaries have recognized the Right of Use assets and related liabilities for leases and sublease for the office facilities in New Jersey, Texas and Arizona during the years ended December 31, 2023 and 2022, and following the acquisitions are accounted for under ASC 842. The corporate office is an informal arrangement which provides for office space in a shared office environment with a company controlled by the CEO and is exempt from ASC 842 treatment. During the year ended December 31, 2023 and 2022 the Company recognized lease liabilities of $767,068 (2024) and $174,098 (2023) and the related right-of-use asset for the same amounts, and will amortize both over the life of the lease. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASC 606, providing new revenue recognition guidance that superseded existing revenue recognition guidance. The update, as amended, requires the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as well as additional qualitative and quantitative disclosures about revenues. The Company adopted the new revenue recognition guidance as of February 13, 2020. The adoption of this standard had no material impact on its financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470- 20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted ASU 2017-11 on February 13, 2020 and the adoption did not have a material impact on its financial statements. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity Management does not believe that any other recently issued accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt and the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, has sustained net losses of $ 33,863,147 37,541,822 31,793,719 42,680,162 |
PROPERTY & EQUIPMENT
PROPERTY & EQUIPMENT | 3 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 4 – PROPERTY & EQUIPMENT Property and Equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Property and equipment stated at cost, less accumulated depreciation consisted of the following: Schedule of property and equipment January 31, October 31, Property and equipment $ 1,144,536 $ 738,039 Less: accumulated depreciation (526,101 ) (108,085 ) Property and equipment, net $ 618,435 $ 629,954 Property and equipment consisted of vehicles, leasehold improvements and computers and other network technology equipment, primarily located in the RedGear office facilities. |
LOAN RECEIVABLE
LOAN RECEIVABLE | 3 Months Ended |
Jan. 31, 2024 | |
Loan Receivable | |
LOAN RECEIVABLE | NOTE 5 – LOAN RECEIVABLE |
GOODWILL
GOODWILL | 3 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 6 – GOODWILL The Company acquired the operations, assets and liabilities of Innovative Network Designs, LLC during the year ended December 31, 2022. The Company recognized goodwill of $ 5,363,173 2,510,029 Membership Interest Purchase Agreement Innovative Network Designs, LLC The Company entered into a Membership Interest Purchase Agreement on August 1, 2022 with Innovative Network Designs, LLC, a New Jersey limited liability company and acquired 100% 500,000 6,018,193 3,150,000 382,500 655,020 Assets Acquired and Liabilities Assumed Schedule of assets acquired and liabilities assumed Assets Acquired Fair Value Cash $ 613,077 Accounts Receivable 217,816 Prepaid Expenses 62,706 Right of Use Asset 109,456 Total Assets $ 1,003,055 Liabilities Assumed Accounts Payable $ 49,936 Accrued Expenses 118,521 Sales Tax Payable 70,122 Lease Liabilities 109,457 Total Liabilities $ 348,036 Consideration Value Cash $ 325,000 Convertible Note 1,175,000 Universal Life Insurance Commitment 3,150,000 Promissory Note 868,193 Common Stock 500,000 Total Purchase Price 6,018,193 Less, net asset value 655,020 Value of intangible assets $ 5,363,173 Acquisition - Red Gear LLC The Company entered into a Membership Interest Purchase Agreement on September 29, 2023 with RedGear, LLC, a Texas limited liability company and acquired 100% 2,564,035 54,006 2,510,029 Assets Acquired and Liabilities Assumed Schedule of assets acquired and liabilities assumed Assets Acquired Fair Value Cash $ 58,455 Accounts Receivable 108,318 Receivable, Related Party 126,643 Inventory 259,011 Fixed Assets, 548,552 Right of Use Asset 485,874 Total Assets $ 1,693,949 Liabilities Assumed Accounts payable $ 46,278 Accrued Expenses 57,856 Bank line of credit 50,000 Vehicle and equipment loans payable 469,539 SBA Loan 423,000 Lease Liabilities 592,970 Total Liabilities $ 1,639,942 Consideration Value Cash $ 1,249,248 Promissory Note 1,314,787 Total Purchase Price 2,564,035 Tangible Net Assets 54,006 Value of intangible assets $ 2,510,029 |
THIRD PARTY NOTES PAYABLE
THIRD PARTY NOTES PAYABLE | 3 Months Ended |
Jan. 31, 2024 | |
Third Party Notes Payable | |
THIRD PARTY NOTES PAYABLE | NOTE 7 – THIRD PARTY NOTES PAYABLE Schedule of third party notes payable January 31, October 31, Note principal $ 202,206 $ 184,296 During the three months ended January 31, 2024, $ 17,910 On September 9, 2015 20,000 10% 15,151 On February 23, 2017 17,500 8% 12,180 On March 27, 2017 12,465 8% 8,265 On May 16, 2017 4,500 8% 2,905 On July 28, 2017 20,000 8% 12,405 On January 24, 2020 15,000 10% 0 1,155 On March 24, 2020 20,000 10% 0 0 On June 1, 2023 40,675 5% 15,000 55,675 The Company was also indebted to a third party for a total of $ 24,656 |
SELLERS_ TERM AND SECURED NOTES
SELLERS’ TERM AND SECURED NOTES PAYABLE | 3 Months Ended |
Jan. 31, 2024 | |
Sellers Term And Secured Notes Payable | |
SELLERS’ TERM AND SECURED NOTES PAYABLE | NOTE 8 – SELLERS’ TERM AND SECURED NOTES PAYABLE On October 1, 2022 the Company’s subsidiary ReachOut issued a term promissory note to the sellers of the membership interest in Innovative Network Designs LLC. Under the option selected by the holder of the note, a ballon payment of principal is due on October 1, 2024. The note principal is $ 1,175,000 24% October 1, 2024 351,534 On October 1, 2022 the Company issued a secured promissory note to the sellers of the membership interest in Innovative Network Designs LLC. The note principal is $ 868,193 7% April 2, 2025 96,466 37,463 July 15, 2026 467,430 192,932 72,869 On September 29, 2023, the Company issued a promissory note to the former members of RedGear, LCC as partial payment for the RedGear acquisition. The note principal is $ 1,314,787 8% September 28, 2024 26,800 Schedule of secured note payable Period Principal Interest Total January 15, through October 15, 2024 1,782,217 198,699 560,746 January 15, through March 2, 2025 192,932 4,255 197,187 Totals $ 1,975,149 $ 202,954 $ 2,183,870 |
OFFICER LIFE INSURANCE PREMIUMS
OFFICER LIFE INSURANCE PREMIUMS PAYABLE | 3 Months Ended |
Jan. 31, 2024 | |
Officer Life Insurance Premiums Payable | |
OFFICER LIFE INSURANCE PREMIUMS PAYABLE | NOTE 9 – OFFICER LIFE INSURANCE PREMIUMS PAYABLE On October 1, 2022, the Company committed to paying life insurance with the sellers of the membership interest in Innovative Network Designs LLC. The total amount of the liability was $ 3,150,000 450,000 450,000 2,250,000 Schedule of life Insurance Payable Year Ended December 31: Insurance 2024 450,000 2025 450,000 2026 450,000 2027 - 2029 1,350,000 Total $ 2,700,000 |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 10 – LOANS PAYABLE The Company has an SBA loan with monthly payments that matures on March 13, 2026 589,092 595,092 10.25% 5.25% The Company has a line of credit requiring monthly payments. On December 24, 2021, $ 106,201 204,360 489,439 693,799 9.5% 4.25% |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 – CONVERTIBLE NOTES PAYABLE Post Reverse Merger Issuances On November 10, 2023, YCRM issued a convertible note payable, warrants to purchase to the Company’s common stock and Series D Preferred Shares to Trillium Partners, L.P. The convertible note has principal of $ 470,000 12% May 31, 2025 the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $436,000 was received as cash and $34,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $1,842,315, $1,406,315 was charged to loss on issuance (derivative expense) and $436,000 was charged to debt discount to be amortized over the term of the note. On December 1, 2023, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $ 15,000 12% August 31, 2024 at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance. On January 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $ 15,000 12% September 30, 2024 at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance. On January 11, 2024, YCRM issued a convertible note payable and warrants to purchase to the Company’s common stock to Trillium Partners, L.P. The convertible note has principal of $ 539,000 12% May 31, 2025 the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $500,000 was received as cash and $39,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $16,608,715, $16,108,715 was charged to loss on issuance (derivative expense) and $500,000 was charged to debt discount to be amortized over the term of the note. Legacy Convertible Notes On March 2, 2022, the Company issued a convertible promissory note to Quick Capital, LLC in the amount of $ 87,222 73,500 12% 13,722 93,818 5,457 On September 7, 2022, the Company issued a convertible promissory note to 1800 Diagonal Lending LLC in the amount of $ 44,250 40,000 4,250 4,250 44,250 2,655 43,165,536 On December 8, 2022, the Company issued a Convertible Promissory Note to 1800 Diagonal Lending LLC in the amount of $ 39,250 35,000 4,250 4,250 12% 42,850 100,691,857 On September 1, 2023, 1800 Diagonal Lending LLC accepted a payment of $13,500, settling the December 13, 2022, Convertible Promissory Note in full, including a $10,640 default penalty. The funds for the payment to 1800 Diagonal were advanced to the Company by Mr. Dickson. On February 3, 2023, the Company issued a convertible promissory note to Quick Capital, LLC in the amount of $ 25,556 20,000 5,556 12% 5,556 9,565 1,700 36,443,955 On September 1, 2023, Quick Capital LLC accepted a payment of $22,000 settling the February 3, 2023, Convertible Promissory Note in full. The funds for the payment to Quick Capital were advanced to the Company by Pickle Jar Holdings Inc. The following table summarizes the legacy convertible notes outstanding as of October 31, 2023: Schedule of convertible notes and related activity Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance Quick Capital, LLC 10/21/2022 3/21/2023 12% $ 93,818 $ - $ (93,818 ) $ - 1800 Diagonal Lending LLC 9/7/2022 9/7/2023 12% 44,250 - (44,250 ) - 1800 Diagonal Lending LLC 12/8/2022 12/8/2023 12% - 56,350 (56,350 ) - Quick Capital, LLC 2/3/2023 2/3/2024 12% - 25,556 (25,556 ) - Total $ 138,068 $ 81,906 $ (219,974 ) $ - Less Debt Discount (123,813 ) - - $ 14,255 $ - $ - A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the year ended is as follows: Schedule of unobservable inputs for derivative liabilities Inputs October 31, Initial Stock price $ 0.0012 $ 0.01 - 0.038 Conversion price $ 0.0006 - 0.0007 $ 0.0025 - 0.0069 Volatility (annual) 230.13% - 240.8 % 222.7% - 326.6 % Risk-free rate 5.3 % 3.6% - 4.8 % Dividend rate - - Years to maturity 0 - 0.85 0.41 - 1 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jan. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS In February 2020, the Company recorded stock compensation expense of $ 110,000 0 1,000,000 10,000,000 66,669 During the years ended December 31, 2022 and 2021, the Company’s CEO advanced the Company funds for operating expenses. At December 31, 2023 and 2022, the outstanding balances owed were $ 132,225 132,225 During the years ended December 31, 2023 and 2022, an entity controlled by the CEO advanced (net of repayments) the Company $ 809,141 619,399 1,428,540 YCRM advanced $ 436,000 During the year ended December 31, 2022, the Company issued notes to former owners of the membership interest in Innovative Network Designs, LLC (now ReachOut IND) and committed to purchase universal life insurance for officers of ReachOut IND. The notes issued were a convertible promissory note for $ 1,175,000 868,193 3,150,000 During the year ended December 31, 2023, the Company issued 11,000,000 During the year ended December 31, 2023, the Company issued notes totaling $ 1,314,787 1,249,248 The Company’s subsidiary RedGear LLC has $ 40,000 Compensation due to a current officer of RedGear amounts to $ 137,500 RedGear is obligated under office leases to a company controlled by the former owners of the RedGear membership interests. The office space is in two locations in the city of El Paso, Texas and covers approximately 10,000 square feet in total. The liability as calculated for the right to use asset (under ASC 842) is $ 406,015 The Company and the former principle of ReachOut IND entered into an employment agreement. The former head of ReachOut IND is named as Regional Vice President of Northeast (the Executive) at an annual salary of $250,000, plus incentive compensation with a target bonus of 10% of salary and a equity incentive of up to $1,400,00 value of Restricted Stock Units vesting ratably over seven years. The Executive is also given an annual expense stipend of $5,000, eligibility for employee benefits and specified paid leave. The initial term of the agreement is 24 months In June 2022, Everett Dickson advanced the Company $6,000 $6,000 During the year ended October 31, 2022, a $5,500 $22,000 $16,500 On August 17, 2023, Everett Dickson paid $1,910 On September 1, 2023, Everett Dickson directly paid $13,500 On September 1, 2023, Everett Dickson deposited $2,000 $17,410 On January 14, 2023, the Company granted 30 $0.006 $180,000 30 During the year ended October 31, 2023 and 2022, the Company paid Robert C. Bohorad, President and CEO, $7,000 and $22,000 for compensation, respectively. During the year ended October 31, 2023, Mr. Bohorad forgave $53,000 $30,000 On October 30, 2023, the Company awarded Mr. Bohorad 3,000,000 shares of restricted common stock to facilitate the preparation of financial statements and in the transition of the Company to new ownership. (see note 15) |
TEMPORARY EQUITY
TEMPORARY EQUITY | 3 Months Ended |
Jan. 31, 2024 | |
Temporary Equity | |
TEMPORARY EQUITY | NOTE 13 – TEMPORARY EQUITY Commitment to Purchase Series A Convertible Preferred Stock On January 18, 2019, The Company entered into a Series A Preferred Stock Purchase Agreement with Device Corp. (“the Agreement”), of up to $ 250,000 250,000 562,000 170,000 392,000 As of January 31, 2024, the Company has preferred stock to be issued in the amount of $ 357,022 0.00035 1,020,062,029 On January 26, 2024, Everett Dickson (former CEO and Chairman of the Board of Directors) acquired the preferred series A shares formerly held by Device Corp. Series B Preferred Stock On August 25, 2023, the Company Amended its Articles of Incorporation, to designate 5,000,000 0.0001 Following the amendment above the Series B preferred stock is convertible into shares of common stock at the option of the holder at a 50% discount to the average price for the five trading days prior to conversion. As of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. Given that there is an unknown number of preferred shares to be issued and the preferred shares are convertible at the option of the holder, the Company determined that the shares to be issued shall be treated as temporary equity. On August 25, 2023, the Company and Device Corp amended the January 18, 2019, and the May 1, 2023 Series A Preferred Stock Purchase Agreements, so that any purchased Series A preferred stock is now Series B preferred stock. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 14 – STOCKHOLDERS’ DEFICIT Preferred Stock Series A Preferred Stock The Company has designated Ten Million ( 10,000,000 0.0001 Except as otherwise required by law or by the Articles of Incorporation and except as set forth below, the outstanding shares of Series A Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series A Convertible Preferred Stock outstanding and as long as at least one of such shares of Series A Convertible Preferred Stock is outstanding shall represent Sixty Six and Two Thirds Percent (66 2/3%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Convertible Preferred Stock shall represent its proportionate share of the 66 2/3% which is allocated to the outstanding shares of Series A Convertible Preferred Stock. The Certificate of Designation was amended on September 12, 2023, among other changes the Series A Convertible Preferred Stock must be held for one year following issuance or reissuance prior to conversion. The entirety of the shares of Series A Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into two thirds of the after conversion outstanding fully paid and non-assessable shares of Common Stock. Each individual share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a ratio determined by dividing the number of shares of Series A Convertible Stock to be converted by the number of shares of outstanding pre-conversion Series A Convertible Preferred Stock. Such initial Conversion Ratio, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock. On August 25, 2023, Everett Dickson, Chairman of the Board, agreed to return 4,525,000 shares of Series A preferred Stock to the Company. The shares will be retired by the Company. His remaining 475,000 140,000 Series C Preferred Stock The Company has authorized 8,750,000 Under the terms of the Share Exchange Agreement the Company issued 8,750,000 shares of Series C Preferred Stock to the owners of ReachOut common stock in exchange for 100% of the shares of ReachOut. Using a Black-Scholes model the preferred Series C stock was valued at $3,329,851 and was charged to stock compensation for employees and service providers. The accrued dividend of 2% of the stated value ($3.00 per share) was calculated to be $117,945. Series D Preferred Stock The Company has authorized 1,250,000 1.00 Under the terms of the Security Purchase Agreement to issue Trillium Partners 1,000,000 shares of Series D Preferred Stock for a financing commitment and 250,000 shares to Everett Dickson as consideration for surrendering 4,525,000, shares of Series A Preferred Stock. Using a Black-Scholes model the preferred Series D stock was valued at $ 475,693 5,616 Common Stock On January 31, 2024 and October 31, 2023, the Company had 2,500,000,000 332,488,710 24,907,279 During the three months ended January 31, 2024, there were no issuances of common stock. During the year ended October 31, 2023, Quick Capital LLC converted $ 102,087 7,157 120,802,722 During the year ended October 31 2023, 1800 Diagonal Lending LLC, converted $ 87,100 2,655 143,857,393 On January 14, 2023, the Company granted 30 0.00 180,000 60 During the year ended October 31, 2023, Device Corp converted $ 35,000 50,000,000 On October 30, 2023, the Company issued 3,000,000 On August 5, 2022, the Company effectuated a reverse stock split at a ratio of 1-for-150 On March 1, 2022, the Company increased its authorized common stock from 2,000,000,000 2,500,000,000 On January 21, 2022, the Company increased its authorized common stock from 1,750,000,000 2,000,000,000 During the year ended October 31, 2022, the Company sold 2,560,000 187,520 During the year ended October 31, 2022, Device Corp converted $ 6,500 1,300,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Lease Obligations Effective October 2020, the ReachOut’s subsidiary (RedGear, LLC) renewed the lease for the principal offices at 123 West Mills Avenue, El Paso, Texas. The lease extends through September 30, 2025, for $ 1,350 2% 61,590 Effective October 29, 2021, the ReachOut’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 3636 North Central Avenue, Phoenix, Arizona. The lease extends through October 31, 2025, for $ 3,224 3% 125,364 Effective September 29, 2023, the ReachOut’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 10033 Carnegie Avenue, El Paso, Texas. The lease extends through September 28, 2028, for $ 5,018.00 3% 232,940 Effective September 29, 2023, the ReachOut’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 6713 Viscount Blvd. El Paso, Texas. The lease extends through September 28, 2028, for $ 3,600.00 5% 173,076 On May 1, 2021 the ReachOut’s subsidiary IND entered into a sublease for its office in Whippany, NJ for a term commencing on June 1, 2021 extending through February 28, 2025 at an initial monthly rent of approximately $ 4,847 174,076 The Company recognized a right-of-use assets of and a related lease liabilities of $767,068, which represents the fair value of the lease payments calculated as present value of the minimum lease payments using a discount rate of 12.9% The offices for ReachOut are shared with a related party ReachOut IL (an S corporation), under an arrangement that is not formalized. Right of use asset (ROU) is summarized below: Schedule of right of use asset January 31, October 31, Operating lease at inception $ 767,068 $ 767,068 Less accumulated reduction (248,101 ) (64,642 ) Balance ROU asset $ 518,968 $ 702,426 Operating lease liability related to the ROU asset is summarized below: Schedule of operating lease liability Operating lease liabilities at inception $ 767,068 $ 767,068 Reduction of lease liabilities (248,147 ) (64,641 ) Total lease liabilities $ 518,920 $ 702,427 Less: current portion (171,316 ) (171,618 ) Lease liabilities, non-current $ 347,605 $ 530,809 Non-cancellable operating lease total future payments are summarized below: Schedule of non-cancellable operating lease Total minimum operating lease payments $ 707,347 $ 907,445 Less discount to fair value (188,124 ) (205,018 ) Total lease liability $ 519,223 $ 702,427 Future minimum lease payments under non-cancellable operating leases at January 31, 2024 are as follows: Schedule of future minimum lease Years ending December 31, Amount 2024 221,119 2025 166,502 2026 110,289 2027 116,928 2028 90,510 Total minimum non-cancelable operating lease payments $ 707,347 For the three months ended January 31, 2024 rent expense was for RedGear, LLC was $ 57,697 Other Commitments On January 20, 2022, the Company entered into a Service Agreement with Desmond Partners, LLC for consulting services to be provided. The agreement is effective on February 1, 2022 for a term of three months. Per the terms of the agreement the consultant will receive a fee of $ 10,000 5% On January 23, 2024, Desmond Partners, LLC and the Company entered into a Settlement Agreement and Mutual Release relating to the Professional Services Agreement (‘initial agreement”) entered into by the parties on January 20, 2022. Under the terms of the settlement the Company will issue 500,000 An individual has asserted that the Company owes approximately $500,000 for a promissory note issued by a company that was never owned by the public company nor its subsidiary. Legal counsel has reviewed the claim and found no relationship to this debt nor any assumptions of the debt by the Company. While there is risk that there may be litigation over this claim, the Company believes that it is unlikely that the claim will prevail. On December 1, 2023, the Company entered into a service agreement with Frondeur Partners LLC (“Frondeur”). Frondeur will provide accounting, reporting and consulting services on monthly basis. On December 1, 2023, the Company executed a corporate services agreement with Frondeur Partners LLC a Nevada limited liability company. Under the terms of the agreement the Company will receive accounting and reporting services. As compensation Frondeur will receive monthly payments of $10,000 in cash and a convertible promissory note for $15,000 The notes are convertible into the Company’s common stock at a 50% discount to the market price (defined in the notes). As of the date of issuance of this report the Company has issued three such notes (December 1, 2023, January 1, and February 1, 2024), which are to be accounted for as stock settled debt under ASC 480. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jan. 31, 2024 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following. Legal Matter On April 26, 2024, ReachOut Technology Corp. (“ReachOut”), a wholly-owned subsidiary of the Company filed a lawsuit (Case No. 1:24-cv-03408) in the United States District Court for the Northern District of Illinois, against the former members of RedGear, related to certain representations and warranties made by the Defendants in the Membership Interest Purchase Agreement, dated September 29, 2023, under which ReachOut acquired 100% of Red Gear. The lawsuit was served on the defendants on April 30, 2024, and no answer has yet been filed. Securities Issued On February 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $ 10,000 12% October 31, 2024 10,000 On March 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $ 10,000 12% November 30, 2024 10,000 On April 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $ 10,000 12% December 31, 2024 10,000 On April 3, 2024, YCRM issued a convertible note payable and warrants to purchase to the Company’s common stock to Trillium Partners, L.P. The convertible note has principal of $ 135,000 12% June 15, 2025 0.0003 18,939,394 On May 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $ 10,000 12% January 31, 2025 10,000 Asset Purchase On April 8, 2024, the Company acquired the assets of Singer Networks LLC (Singer), an Illinois limited liability. Singer is a service provider that manages the technology needs for its clients. Under the terms of the agreement the Company has acquired all the tangible and intangible assets of Singer with the exception of cash and bank accounts, accounts receivable (as of closing date) and the Singer benefit plan. The purchase price is comprised of $ 121,413 750,000 Change to Employment Agreement On May 3, 2024, the employment agreement with the former principle of ReachOut IND has been amended in accordance with the terms of the employment agreement. The amendment takes effect on May 16, 2023, and reduces annual compensation to $125,000, and alters the responsibilities of his management role. Debt Cancellation On January 9, 2024, Mid Penn Bank and the Company executed an Assignment of Assets and Cancellation of Debt agreement. The assets assigned include all rights to trademarks and other property related to the Yuengling ice cream business. The debt cancelled consists of an SBA loan have principal of $ 589,092 489,439 113,000 The Company is analyzing the potential tax impact of the debt cancellation. Since the debt was assumed in acquisition the basis of the liability to the Company may negate the potential tax on debt forgiveness. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, revenue recognition and the valuations of common and preferred stock, valuations of derivative liabilities and intangible assets. The Company bases its estimates on historical experience, known trends, analysis and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, YIC Acquisitions Corp., ReachOut (and its subsidiaries). All material intercompany transactions and balances have been eliminated on consolidation. ReachOut’s wholly-owned subsidiaries, ReachOut IND and RedGear were acquired on September 2, 2022 (purchase of 100% 100% Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, ReachOut, the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of ReachOut and its subsidiaries. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At January 31, 2024 and 2023, all of the Company’s cash and cash equivalents were held at accredited financial institutions. As of January 31, 2024, the Company held no The Company’s subsidiary, Innovative Design Networks, has one client with outstanding unpaid account representing a total of 68% 58% |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended January 31, 2024. |
Deferred Financing Costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Unamortized deferred financing fees related to the issuance of preferred stock of $ 322,756 interest and financing costs |
Inventory | Inventory Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has expired or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventories at January 31, 2024 and 2023 were $ 52,886 0 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. |
Net Loss Per Share | Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. The total potentially dilutive shares calculated is 7,891,144,897 1,020,062,029 2,795,909,680 399,415,669 305,757,519 3,370,000,000 Schedule of antidilutive shares January 31, January 31, Series A Preferred Stock Payable 1,020,062,029 201,036,774 Series A Preferred Stock outstanding 170,358,198 Series C Preferred Stock outstanding 2,795,909,680 - Series D Preferred Stock outstanding 399,415,669 - Warrants 305,757,519 - Third party convertible debt 3,370,000,000 56,207,229 Total 7,891,144,897 427,602,201 |
Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Fair Value Measurements | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company’s non-financial assets, such as property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs . Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. Level 3: Level 3 inputs are unobservable inputs. The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values. The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates. The table below classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of January 31, 2024 and October 31, 2023. Schedule of liabilities measured at fair value At January 31, At October 31, Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 30,070,971 - - $ - A roll-forward of the level 3 valuation financial instruments is as follows Schedule of fair value measurements roll-forward Derivative Balance at October 31, 2023 $ - Charged to derivative expense upon issuance of related note 17,515,030 Classified as initial debt discount upon issuance of related note 936,000 Fair Value adjustments - convertible note 11,619,941 Balance at January 31, 2024 $ 30,070,971 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the three months ended January 31, 2024 is as follows: Schedule of derivative liabilities Inputs January 31, Stock price $ 0.009 Conversion price $ 0.0003 Volatility (annual) 357 % Risk-free rate 5.18 % Dividend rate - Years to maturity 1.26 |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of January 31, 2024, and 2022, no |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09 , Revenue from Contracts with Customers Identification of a contract with a customer; Identification of the performance obligations in the contract; Determination of the transaction price; Allocation of the transaction price to the performance obligations in the contract; and Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. It is management’s practice to only invoice for services and goods to be provided within the coming month. While services may not be fully transferred the client is in fact obligated to pay the invoiced amount unless the contract is terminated with prior notice. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in General and Administrative expenses. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of January 31, 2024 and 2023 the Company had recorded $ 0 0 305,000 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting |
Business Combinations | Business Combinations In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. |
Related Party Transactions | Related Party Transactions The Company follows FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases The Company’s subsidiaries have recognized the Right of Use assets and related liabilities for leases and sublease for the office facilities in New Jersey, Texas and Arizona during the years ended December 31, 2023 and 2022, and following the acquisitions are accounted for under ASC 842. The corporate office is an informal arrangement which provides for office space in a shared office environment with a company controlled by the CEO and is exempt from ASC 842 treatment. During the year ended December 31, 2023 and 2022 the Company recognized lease liabilities of $767,068 (2024) and $174,098 (2023) and the related right-of-use asset for the same amounts, and will amortize both over the life of the lease. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASC 606, providing new revenue recognition guidance that superseded existing revenue recognition guidance. The update, as amended, requires the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as well as additional qualitative and quantitative disclosures about revenues. The Company adopted the new revenue recognition guidance as of February 13, 2020. The adoption of this standard had no material impact on its financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470- 20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted ASU 2017-11 on February 13, 2020 and the adoption did not have a material impact on its financial statements. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity Management does not believe that any other recently issued accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of antidilutive shares | Schedule of antidilutive shares January 31, January 31, Series A Preferred Stock Payable 1,020,062,029 201,036,774 Series A Preferred Stock outstanding 170,358,198 Series C Preferred Stock outstanding 2,795,909,680 - Series D Preferred Stock outstanding 399,415,669 - Warrants 305,757,519 - Third party convertible debt 3,370,000,000 56,207,229 Total 7,891,144,897 427,602,201 |
Schedule of liabilities measured at fair value | Schedule of liabilities measured at fair value At January 31, At October 31, Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability - - $ 30,070,971 - - $ - |
Schedule of fair value measurements roll-forward | Schedule of fair value measurements roll-forward Derivative Balance at October 31, 2023 $ - Charged to derivative expense upon issuance of related note 17,515,030 Classified as initial debt discount upon issuance of related note 936,000 Fair Value adjustments - convertible note 11,619,941 Balance at January 31, 2024 $ 30,070,971 |
Schedule of derivative liabilities | Schedule of derivative liabilities Inputs January 31, Stock price $ 0.009 Conversion price $ 0.0003 Volatility (annual) 357 % Risk-free rate 5.18 % Dividend rate - Years to maturity 1.26 |
PROPERTY & EQUIPMENT (Tables)
PROPERTY & EQUIPMENT (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment January 31, October 31, Property and equipment $ 1,144,536 $ 738,039 Less: accumulated depreciation (526,101 ) (108,085 ) Property and equipment, net $ 618,435 $ 629,954 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of assets acquired and liabilities assumed | Schedule of assets acquired and liabilities assumed Assets Acquired Fair Value Cash $ 58,455 Accounts Receivable 108,318 Receivable, Related Party 126,643 Inventory 259,011 Fixed Assets, 548,552 Right of Use Asset 485,874 Total Assets $ 1,693,949 Liabilities Assumed Accounts payable $ 46,278 Accrued Expenses 57,856 Bank line of credit 50,000 Vehicle and equipment loans payable 469,539 SBA Loan 423,000 Lease Liabilities 592,970 Total Liabilities $ 1,639,942 Consideration Value Cash $ 1,249,248 Promissory Note 1,314,787 Total Purchase Price 2,564,035 Tangible Net Assets 54,006 Value of intangible assets $ 2,510,029 |
Innovative Network Designs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of assets acquired and liabilities assumed | Schedule of assets acquired and liabilities assumed Assets Acquired Fair Value Cash $ 613,077 Accounts Receivable 217,816 Prepaid Expenses 62,706 Right of Use Asset 109,456 Total Assets $ 1,003,055 Liabilities Assumed Accounts Payable $ 49,936 Accrued Expenses 118,521 Sales Tax Payable 70,122 Lease Liabilities 109,457 Total Liabilities $ 348,036 Consideration Value Cash $ 325,000 Convertible Note 1,175,000 Universal Life Insurance Commitment 3,150,000 Promissory Note 868,193 Common Stock 500,000 Total Purchase Price 6,018,193 Less, net asset value 655,020 Value of intangible assets $ 5,363,173 |
THIRD PARTY NOTES PAYABLE (Tabl
THIRD PARTY NOTES PAYABLE (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Third Party Notes Payable | |
Schedule of third party notes payable | Schedule of third party notes payable January 31, October 31, Note principal $ 202,206 $ 184,296 |
SELLERS_ TERM AND SECURED NOT_2
SELLERS’ TERM AND SECURED NOTES PAYABLE (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Sellers Term And Secured Notes Payable | |
Schedule of secured note payable | Schedule of secured note payable Period Principal Interest Total January 15, through October 15, 2024 1,782,217 198,699 560,746 January 15, through March 2, 2025 192,932 4,255 197,187 Totals $ 1,975,149 $ 202,954 $ 2,183,870 |
OFFICER LIFE INSURANCE PREMIU_2
OFFICER LIFE INSURANCE PREMIUMS PAYABLE (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Officer Life Insurance Premiums Payable | |
Schedule of life Insurance Payable | Schedule of life Insurance Payable Year Ended December 31: Insurance 2024 450,000 2025 450,000 2026 450,000 2027 - 2029 1,350,000 Total $ 2,700,000 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes and related activity | Schedule of convertible notes and related activity Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance Quick Capital, LLC 10/21/2022 3/21/2023 12% $ 93,818 $ - $ (93,818 ) $ - 1800 Diagonal Lending LLC 9/7/2022 9/7/2023 12% 44,250 - (44,250 ) - 1800 Diagonal Lending LLC 12/8/2022 12/8/2023 12% - 56,350 (56,350 ) - Quick Capital, LLC 2/3/2023 2/3/2024 12% - 25,556 (25,556 ) - Total $ 138,068 $ 81,906 $ (219,974 ) $ - Less Debt Discount (123,813 ) - - $ 14,255 $ - $ - |
Schedule of unobservable inputs for derivative liabilities | Schedule of unobservable inputs for derivative liabilities Inputs October 31, Initial Stock price $ 0.0012 $ 0.01 - 0.038 Conversion price $ 0.0006 - 0.0007 $ 0.0025 - 0.0069 Volatility (annual) 230.13% - 240.8 % 222.7% - 326.6 % Risk-free rate 5.3 % 3.6% - 4.8 % Dividend rate - - Years to maturity 0 - 0.85 0.41 - 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of right of use asset | Schedule of right of use asset January 31, October 31, Operating lease at inception $ 767,068 $ 767,068 Less accumulated reduction (248,101 ) (64,642 ) Balance ROU asset $ 518,968 $ 702,426 |
Schedule of operating lease liability | Schedule of operating lease liability Operating lease liabilities at inception $ 767,068 $ 767,068 Reduction of lease liabilities (248,147 ) (64,641 ) Total lease liabilities $ 518,920 $ 702,427 Less: current portion (171,316 ) (171,618 ) Lease liabilities, non-current $ 347,605 $ 530,809 |
Schedule of non-cancellable operating lease | Schedule of non-cancellable operating lease Total minimum operating lease payments $ 707,347 $ 907,445 Less discount to fair value (188,124 ) (205,018 ) Total lease liability $ 519,223 $ 702,427 |
Schedule of future minimum lease | Schedule of future minimum lease Years ending December 31, Amount 2024 221,119 2025 166,502 2026 110,289 2027 116,928 2028 90,510 Total minimum non-cancelable operating lease payments $ 707,347 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | |||
Dec. 13, 2023 | Nov. 09, 2023 | Sep. 02, 2022 | Sep. 29, 2023 | |
Restricted shares of common stock | 500,000 | |||
Series A Preferred Stock [Member] | ||||
Shares authorized | 8,750,000 | |||
Stated value | $ 3 | |||
Dividend rate | 2% | |||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||
Sale of stock | $ 140,000 | |||
Series C Preferred Stock [Member] | Reach Out [Member] | ||||
Number of shares issued | 8,750,000 | |||
Reach Out [Member] | ||||
Ownership interest | 100% | |||
IND [Member] | ||||
Limited liability company or limited partnership, members or limited partners, ownership interest | 100% | |||
Red Gear LLC [Member] | ||||
Limited liability company or limited partnership, members or limited partners, ownership interest | 100% | |||
Membership interest purchase agreement description | Upon closing (September 29, 2023) the total value of the consideration given for the purchase was $3,025,249 The purchase price was allocated to net tangible assets of $54,006 with the balance of $2,510,0291 allocated to goodwill, which is not amortized to expense. ReachOut hired an independent accounting firm to validate the Adjusted EBITDA (as defined in the closing documents). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 7,891,144,897 | 427,602,201 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,020,062,029 | 201,036,774 |
Series A Preferred Stock Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 170,358,198 | |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 2,795,909,680 | |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 399,415,669 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 305,757,519 | |
Third Party Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,370,000,000 | 56,207,229 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative Liability | $ 30,070,971 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 3 Months Ended |
Jan. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Balance at, beginning | |
Charged to derivative expense upon issuance of related note | 17,515,030 |
Classified as initial debt discount upon issuance of related note | 936,000 |
Fair Value adjustments - convertible note | 11,619,941 |
Balance at, ending | $ 30,070,971 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - $ / shares | 3 Months Ended | |
Jan. 31, 2024 | Oct. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | $ 0.00035 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | $ 0.009 | |
Measurement Input, Conversion Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | $ 0.0003 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | 357% | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | 5.18% | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | (0.00%) | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives, determination of fair value | 1 year 3 months 3 days |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Sep. 02, 2022 | Sep. 29, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||||
Excess insured amounts | $ 0 | ||||||
Cash equivalents | 0 | $ 0 | |||||
Deferred financing costs | 322,756 | ||||||
Inventories | $ 52,886 | $ 0 | $ 58,832 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 7,891,144,897 | 427,602,201 | |||||
Unrecognized tax benefits | $ 0 | $ 0 | |||||
Deferred offering costs | $ 0 | $ 0 | $ 305,000 | ||||
Series C Preferred Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,795,909,680 | ||||||
Series D Preferred Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | 399,415,669 | ||||||
Warrants [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | 305,757,519 | ||||||
Third Party Convertible Debt [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,370,000,000 | 56,207,229 | |||||
Series A Preferred Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,020,062,029 | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Innovative Network Designs LLC [Member] | One Clients [Member] | |||||||
Product Information [Line Items] | |||||||
Outstanding unpaid account, percentage | 68% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Red Gear Subsidiary [Member] | One Clients [Member] | |||||||
Product Information [Line Items] | |||||||
Outstanding unpaid account, percentage | 58% | ||||||
IND [Member] | |||||||
Product Information [Line Items] | |||||||
Limited liability company or limited partnership, members or limited partners, ownership interest | 100% | ||||||
Red Gear LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Limited liability company or limited partnership, members or limited partners, ownership interest | 100% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Dec. 31, 2023 | Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net losses | $ 33,863,147 | $ 28,780 | ||
Working capital deficit | $ 37,541,822 | |||
Stockholders' deficit | (31,793,719) | 31,793,719 | $ (546,192) | |
Accumulated deficit | $ (42,680,162) | $ 42,680,162 | $ (2,828,730) |
PROPERTY & EQUIPMENT (Details)
PROPERTY & EQUIPMENT (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 1,144,536 | $ 738,039 |
Less: accumulated depreciation | (526,101) | (108,085) |
Property and equipment, net | $ 618,435 | $ 629,954 |
GOODWILL (Details)
GOODWILL (Details) - Innovative Network Designs LLC [Member] | Aug. 01, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Cash | $ 613,077 |
Accounts Receivable | 217,816 |
Prepaid Expenses | 62,706 |
Right of Use Asset | 109,456 |
Total Assets | 1,003,055 |
Liabilities Assumed | |
Accounts Payable | 49,936 |
Accrued Expenses | 118,521 |
Sales Tax Payable | 70,122 |
Lease Liabilities | 109,457 |
Total Liabilities | 348,036 |
Consideration Value | |
Cash | 325,000 |
Convertible Note | 1,175,000 |
Universal Life Insurance Commitment | 3,150,000 |
Promissory Note | 868,193 |
Common Stock | 500,000 |
Total Purchase Price | 6,018,193 |
Less, net asset value | 655,020 |
Value of intangible assets | $ 5,363,173 |
GOODWILL (Details 1)
GOODWILL (Details 1) - Acquisition Red Gear L L C [Member] | Sep. 29, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Cash | $ 58,455 |
Accounts Receivable | 108,318 |
Receivable, Related Party | 126,643 |
Inventory | 259,011 |
Fixed Assets, | 548,552 |
Right of Use Asset | 485,874 |
Total Assets | 1,693,949 |
Liabilities Assumed | |
Accounts payable | 46,278 |
Accrued Expenses | 57,856 |
Bank line of credit | 50,000 |
Vehicle and equipment loans payable | 469,539 |
SBA Loan | 423,000 |
Lease Liabilities | 592,970 |
Total Liabilities | 1,639,942 |
Consideration Value | |
Cash | 1,249,248 |
Promissory Note | 1,314,787 |
Total Purchase Price | 2,564,035 |
Tangible Net Assets | 54,006 |
Value of intangible assets | $ 2,510,029 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Sep. 02, 2022 | Aug. 01, 2022 | Jan. 31, 2024 | Dec. 31, 2023 | Oct. 31, 2023 | Sep. 29, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Goodwill | $ 2,510,029 | $ 5,363,173 | |||||
Restricted shares of common stock | 500,000 | ||||||
Net tangible assets | $ 618,435 | $ 629,954 | |||||
Red Gear LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Goodwill | $ 2,510,029 | ||||||
Interest acquired | 100% | ||||||
Purchase price | $ 2,564,035 | ||||||
Net tangible assets | $ 54,006 | ||||||
Innovative Network Designs LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Restricted shares of common stock | 500,000 | ||||||
Consideration purchase amount | $ 6,018,193 | ||||||
Consideration value | 3,150,000 | ||||||
Yearly Consideration value | 382,500 | ||||||
Tangible assets | $ 655,020 | ||||||
Innovative Network Designs LLC [Member] | Network Designs LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Limited liability company or limited partnership, members or limited partners, ownership interest | 100% |
THIRD PARTY NOTES PAYABLE (Deta
THIRD PARTY NOTES PAYABLE (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Third Party Notes Payable | ||
Note principal | $ 202,206 | $ 184,296 |
THIRD PARTY NOTES PAYABLE (De_2
THIRD PARTY NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 31, 2024 | Mar. 02, 2025 | Oct. 15, 2024 | Oct. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Notes payable related party | $ 17,910 | |||
Debt face amount | 1,975,149 | $ 192,932 | $ 1,782,217 | |
Note payable balance | $ 202,206 | $ 184,296 | ||
Note Payable 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Sep. 09, 2015 | |||
Debt face amount | $ 20,000 | |||
Debt stated interest rate | 10% | |||
Accrued interest | $ 15,151 | |||
Note Payable 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Feb. 23, 2017 | |||
Debt face amount | $ 17,500 | |||
Debt stated interest rate | 8% | |||
Accrued interest | $ 12,180 | |||
Note Payable 3 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Mar. 27, 2017 | |||
Debt face amount | $ 12,465 | |||
Debt stated interest rate | 8% | |||
Accrued interest | $ 8,265 | |||
Note Payable 4 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | May 16, 2017 | |||
Debt face amount | $ 4,500 | |||
Debt stated interest rate | 8% | |||
Accrued interest | $ 2,905 | |||
Note Payable 5 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Jul. 28, 2017 | |||
Debt face amount | $ 20,000 | |||
Debt stated interest rate | 8% | |||
Accrued interest | $ 12,405 | |||
Note Payable 6 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Jan. 24, 2020 | |||
Debt face amount | $ 15,000 | |||
Debt stated interest rate | 10% | |||
Accrued interest | $ 1,155 | |||
Note payable balance | $ 0 | |||
Note Payable 7 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Mar. 24, 2020 | |||
Debt face amount | $ 20,000 | |||
Debt stated interest rate | 10% | |||
Accrued interest | $ 0 | |||
Note payable balance | $ 0 | |||
Note Payable 8 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Jun. 01, 2023 | |||
Debt face amount | $ 40,675 | |||
Debt stated interest rate | 5% | |||
Due from related party | $ 15,000 | |||
Debt converted, shares issued | 55,675 | |||
Note Payable 9 [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable balance | $ 24,656 |
SELLER'S TERM NOTE PAYABLE (Det
SELLER'S TERM NOTE PAYABLE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Oct. 15, 2024 | Mar. 02, 2025 | |
Sellers Term And Secured Notes Payable | |||
Principal | $ 1,975,149 | $ 1,782,217 | $ 192,932 |
Interest | 202,954 | 198,699 | 4,255 |
Total | $ 2,183,870 | $ 560,746 | $ 197,187 |
SELLERS_ TERM AND SECURED NOT_3
SELLERS’ TERM AND SECURED NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Oct. 01, 2022 | Sep. 29, 2023 | Jan. 31, 2024 | Mar. 02, 2025 | Oct. 15, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,975,149 | $ 192,932 | $ 1,782,217 | |||
Debt current | 450,000 | |||||
Debt non-current | 2,250,000 | |||||
Convertible Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,175,000 | |||||
Interest rate | 24% | |||||
Maturity date | Oct. 01, 2024 | |||||
Accrued interest | 351,534 | |||||
Secured Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 868,193 | |||||
Interest rate | 7% | |||||
Maturity date | Apr. 02, 2025 | |||||
Accrued interest | $ 37,463 | |||||
Principal payment | $ 96,466 | |||||
Due date | Jul. 15, 2026 | |||||
Debt current | $ 467,430 | |||||
Debt non-current | 192,932 | |||||
Accrued interest | 72,869 | |||||
Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,314,787 | |||||
Interest rate | 8% | |||||
Maturity date | Sep. 28, 2024 | |||||
Accrued interest | $ 26,800 |
OFFICER LIFE INSURANCE PREMIU_3
OFFICER LIFE INSURANCE PREMIUMS PAYABLE (Details) | Dec. 31, 2023 USD ($) |
Officer Life Insurance Premiums Payable | |
2024 | $ 450,000 |
2025 | 450,000 |
2026 | 450,000 |
2027 - 2029 | 1,350,000 |
Total | $ 2,700,000 |
OFFICER LIFE INSURANCE PREMIU_4
OFFICER LIFE INSURANCE PREMIUMS PAYABLE (Details Narrative) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 | Oct. 01, 2022 |
Officer Life Insurance Premiums Payable | |||
Total liability | $ 41,986,851 | $ 10,546,138 | $ 3,150,000 |
Installments payment | $ 450,000 | ||
Debt current | 450,000 | ||
Debt non-current | $ 2,250,000 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2024 | Oct. 31, 2023 | Jul. 31, 2023 | Apr. 05, 2023 | Oct. 31, 2022 | Dec. 24, 2021 | |
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit | $ 489,439 | $ 204,360 | $ 693,799 | $ 106,201 | ||
Maximum [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit interest rate | 9.50% | |||||
Minimum [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit interest rate | 4.25% | |||||
SBA Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt maturity date | Mar. 13, 2026 | |||||
Loans payable | $ 589,092 | $ 595,092 | ||||
SBA Loan [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 10.25% | |||||
SBA Loan [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 5.25% |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | 3 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Additions | $ 936,000 | |||
Quick Capital LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Date | Oct. 21, 2022 | |||
Maturity Date | Mar. 21, 2023 | |||
Interest | 12% | |||
Convertible Debt | $ 93,818 | |||
Additions | ||||
Conversions/ Repayments | $ (93,818) | |||
1800 Diagonal Lending LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Date | Sep. 07, 2022 | |||
Maturity Date | Sep. 07, 2023 | |||
Interest | 12% | |||
Convertible Debt | $ 44,250 | |||
Additions | ||||
Conversions/ Repayments | $ (44,250) | |||
1800 Diagonall Lending LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Date | Dec. 08, 2022 | |||
Maturity Date | Dec. 08, 2023 | |||
Interest | 12% | |||
Convertible Debt | ||||
Additions | 56,350 | |||
Conversions/ Repayments | $ (56,350) | |||
Quick Capitall LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Date | Feb. 03, 2023 | |||
Maturity Date | Feb. 03, 2024 | |||
Interest | 12% | |||
Convertible Debt | ||||
Additions | 25,556 | |||
Conversions/ Repayments | (25,556) | |||
Convertible Debt 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Debt | 138,068 | |||
Additions | 81,906 | |||
Conversions/ Repayments | (219,974) | |||
Less Debt Discount | (123,813) | |||
Convertible Debt, Current | $ 14,255 |
CONVERTIBLE NOTE PAYABLE (Det_2
CONVERTIBLE NOTE PAYABLE (Details 1) | 12 Months Ended |
Oct. 31, 2023 | |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.0012 |
Measurement Input, Share Price [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.01 - 0.038 |
Measurement Input, Conversion Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.0006 - 0.0007 |
Measurement Input, Conversion Price [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.0025 - 0.0069 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 230.13% - 240.8 |
Measurement Input, Price Volatility [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 222.7% - 326.6 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 5.3 |
Measurement Input, Risk Free Interest Rate [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 3.6% - 4.8 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | |
Measurement Input, Expected Dividend Rate [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0 - 0.85 |
Measurement Input, Expected Term [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.41 - 1 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Jan. 11, 2024 | Jan. 01, 2024 | Dec. 01, 2023 | Nov. 10, 2023 | Sep. 02, 2023 | Feb. 03, 2023 | Dec. 08, 2022 | Sep. 07, 2022 | Mar. 02, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Oct. 31, 2023 | Mar. 02, 2025 | Oct. 15, 2024 | |
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 1,975,149 | $ 192,932 | $ 1,782,217 | |||||||||||
Proceeds from convertible notes payable | $ 936,000 | |||||||||||||
Trillium Partners L. P [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 539,000 | $ 470,000 | ||||||||||||
Interest rate | 12% | 12% | ||||||||||||
Maturity date | May 31, 2025 | May 31, 2025 | ||||||||||||
Post reverse merger issuances description | the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $500,000 was received as cash and $39,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $16,608,715, $16,108,715 was charged to loss on issuance (derivative expense) and $500,000 was charged to debt discount to be amortized over the term of the note. | the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $436,000 was received as cash and $34,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $1,842,315, $1,406,315 was charged to loss on issuance (derivative expense) and $436,000 was charged to debt discount to be amortized over the term of the note. | ||||||||||||
Frondeur Partners L L C [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 15,000 | $ 15,000 | ||||||||||||
Interest rate | 12% | 12% | ||||||||||||
Maturity date | Sep. 30, 2024 | Aug. 31, 2024 | ||||||||||||
Post reverse merger issuances description | at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance. | at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance. | ||||||||||||
Quick Capital [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 25,556 | $ 87,222 | ||||||||||||
Interest rate | 12% | |||||||||||||
Proceeds from convertible notes payable | 20,000 | $ 73,500 | ||||||||||||
Debt discount | 5,556 | $ 13,722 | ||||||||||||
Payments of stock issuance costs | $ 5,556 | |||||||||||||
Quick Capital [Member] | Principal Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 93,818 | |||||||||||||
Quick Capital [Member] | Interest Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | 5,457 | |||||||||||||
1800 Diagonall Lending [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 4,250 | |||||||||||||
Proceeds from convertible notes payable | 40,000 | |||||||||||||
Debt discount | $ 4,250 | |||||||||||||
Debt converted, shares issued | 43,165,536 | |||||||||||||
1800 Diagonall Lending [Member] | Principal Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 44,250 | 44,250 | ||||||||||||
1800 Diagonall Lending [Member] | Interest Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 2,655 | |||||||||||||
1800 Diiagonal Lending LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 39,250 | |||||||||||||
Interest rate | 12% | |||||||||||||
Proceeds from convertible notes payable | $ 35,000 | |||||||||||||
Debt discount | 4,250 | |||||||||||||
Debt converted, shares issued | 100,691,857 | |||||||||||||
Payments of stock issuance costs | $ 4,250 | |||||||||||||
1800 Diiagonal Lending LLC [Member] | Principal Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 42,850 | |||||||||||||
1800 Diagonal Lending LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maturity date | Sep. 07, 2023 | |||||||||||||
Proceeds from convertible notes payable | ||||||||||||||
Debt converted, shares issued | 143,857,393 | |||||||||||||
Description of convertible promissory note | 1800 Diagonal Lending LLC accepted a payment of $13,500, settling the December 13, 2022, Convertible Promissory Note in full, including a $10,640 default penalty. The funds for the payment to 1800 Diagonal were advanced to the Company by Mr. Dickson. | |||||||||||||
1800 Diagonal Lending LLC [Member] | Principal Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 87,100 | |||||||||||||
1800 Diagonal Lending LLC [Member] | Interest Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 2,655 | |||||||||||||
Quick Capital LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 12% | |||||||||||||
Maturity date | Mar. 21, 2023 | |||||||||||||
Proceeds from convertible notes payable | ||||||||||||||
Debt converted, shares issued | 120,802,722 | |||||||||||||
Description of convertible promissory note | Quick Capital LLC accepted a payment of $22,000 settling the February 3, 2023, Convertible Promissory Note in full. The funds for the payment to Quick Capital were advanced to the Company by Pickle Jar Holdings Inc. | |||||||||||||
Quick Capital LLC [Member] | Principal Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 102,087 | |||||||||||||
Quick Capital LLC [Member] | Interest Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 7,157 | |||||||||||||
Quick Capitall LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maturity date | Feb. 03, 2024 | |||||||||||||
Proceeds from convertible notes payable | $ 25,556 | |||||||||||||
Debt converted, shares issued | 36,443,955 | |||||||||||||
Quick Capitall LLC [Member] | Principal Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 9,565 | |||||||||||||
Quick Capitall LLC [Member] | Interest Amount [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 1,700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Jan. 14, 2023 | Sep. 02, 2022 | Sep. 15, 2023 | Jun. 30, 2022 | Feb. 29, 2020 | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2020 | Mar. 31, 2024 | Oct. 31, 2023 | Sep. 29, 2023 | Sep. 02, 2023 | Aug. 17, 2023 | |
Related Party Transaction [Line Items] | |||||||||||||||
Restricted stock units issued | 500,000 | ||||||||||||||
Outstanding balances owed | $ 132,225 | $ 132,225 | |||||||||||||
Repayment of general operating expenses | 1,428,540 | ||||||||||||||
Right of use asset | $ 518,968 | $ 702,426 | |||||||||||||
Notes payable | $ 202,206 | 184,296 | |||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Note issued | 1,175,000 | ||||||||||||||
Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Note issued | 868,193 | ||||||||||||||
Founder [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock compensation expense | $ 110,000 | ||||||||||||||
Loan payable, related party | $ 0 | ||||||||||||||
Stock issued during period | 1,000,000 | ||||||||||||||
Founder [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period | 10,000,000 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Restricted stock units issued | 66,669 | ||||||||||||||
Advance from related party | $ 809,141 | 619,399 | |||||||||||||
Commitment to purchase life insurance | 3,150,000 | ||||||||||||||
Shares issued | 11,000,000 | ||||||||||||||
Cash paid for note issued | $ 1,249,248 | ||||||||||||||
Y C R M [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Advance from related party | 436,000 | ||||||||||||||
Red Gears L L C [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Note issued | $ 1,314,787 | ||||||||||||||
Line of credit outstanding principal amount | 40,000 | ||||||||||||||
Compensation liability | 137,500 | ||||||||||||||
Right of use asset | $ 406,015 | $ 173,076 | |||||||||||||
Reach Out I N D [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Employment agreement description | Company and the former principle of ReachOut IND entered into an employment agreement. The former head of ReachOut IND is named as Regional Vice President of Northeast (the Executive) at an annual salary of $250,000, plus incentive compensation with a target bonus of 10% of salary and a equity incentive of up to $1,400,00 value of Restricted Stock Units vesting ratably over seven years. The Executive is also given an annual expense stipend of $5,000, eligibility for employee benefits and specified paid leave. The initial term of the agreement is 24 months | ||||||||||||||
Everett Dickson [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Repayment of general operating expenses | $ 6,000 | ||||||||||||||
General operating expenses | $ 6,000 | ||||||||||||||
Officer compensation | $ 5,500 | ||||||||||||||
Payment to related party | $ 1,910 | ||||||||||||||
Deposit by related party | $ 2,000 | ||||||||||||||
Due to related party | 17,410 | ||||||||||||||
Pickle Jar [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due from related party | 22,000 | ||||||||||||||
Notes payable | $ 16,500 | ||||||||||||||
1800 Diagonal Lending [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment to related party | $ 13,500 | ||||||||||||||
Robert C. Bohorad [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | $ 30,000 | ||||||||||||||
Shares granted | 30,000,000 | ||||||||||||||
Share price | $ 0.006 | ||||||||||||||
Non-cash compensation | $ 180,000 | ||||||||||||||
Shares returned | 30,000,000 | ||||||||||||||
Accrued compensation | $ 53,000 |
TEMPORARY EQUITY (Details Narra
TEMPORARY EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Dec. 13, 2023 | Aug. 25, 2023 | May 01, 2023 | Jan. 18, 2019 | |
Preferred stock to be issued amount | $ 357,022 | ||||||
Conversion price | $ 0.00035 | ||||||
Shares converted | 1,020,062,029 | ||||||
Device Corp [Member] | |||||||
Due from related party | $ 562,000 | ||||||
Repaid to related party | 170,000 | ||||||
Due to related party | $ 392,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Shares converted | 1,300,000 | ||||||
Preferred stock shares designate | 10,000,000 | ||||||
Preferred stock par value | $ 3 | ||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | |||||||
Agreement amount | $ 250,000 | ||||||
Series A Preferred Stock [Member] | Second Stock Purchase Agreement [Member] | |||||||
Agreement amount | $ 250,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred stock shares designate | 5,000,000 | ||||||
Preferred stock par value | $ 0.0001 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 14, 2023 | Aug. 05, 2022 | Sep. 15, 2023 | Aug. 25, 2023 | Jan. 31, 2024 | Oct. 31, 2023 | Oct. 30, 2023 | Oct. 31, 2022 | Dec. 13, 2023 | Jan. 31, 2023 | Mar. 02, 2022 | Feb. 28, 2022 | Jan. 21, 2022 | Jan. 20, 2022 | |
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,000,000,000 | 2,000,000,000 | 1,750,000,000 | ||||||
Common stock, shares outstanding | 332,488,710 | 332,488,710 | 24,907,279 | 24,907,279 | ||||||||||
Shares issued for services | 3,000,000 | |||||||||||||
Reverse stock split | 1-for-150 | |||||||||||||
Conversion of stock, shares | 1,020,062,029 | |||||||||||||
Stock Sold For Cash [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued new, shares | 2,560,000 | |||||||||||||
Proceeds from sale of stock | $ 187,520 | |||||||||||||
Quick Capital LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt converted, shares issued | 120,802,722 | |||||||||||||
Quick Capital LLC [Member] | Principal Amount [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 102,087 | |||||||||||||
Quick Capital LLC [Member] | Interest Amount [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 7,157 | |||||||||||||
1800 Diagonal Lending LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt converted, shares issued | 143,857,393 | |||||||||||||
1800 Diagonal Lending LLC [Member] | Principal Amount [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt converted, amount converted | $ 87,100 | |||||||||||||
1800 Diagonal Lending LLC [Member] | Interest Amount [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt converted, amount converted | 2,655 | |||||||||||||
Mr. Richard Jordan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares to be sold | 475,000 | |||||||||||||
Shares to be sold, value | $ 140,000 | |||||||||||||
Robert C Bohorad [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares returned | 60,000,000 | |||||||||||||
Shares granted | 30,000,000 | |||||||||||||
Share price | $ 0 | |||||||||||||
Non-cash compensation | $ 180,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares designated | 10,000,000 | |||||||||||||
Shares returned | 0.0001 | |||||||||||||
Preferred stock, shares authorized | 8,750,000 | |||||||||||||
Debt converted, amount converted | $ 35,000 | |||||||||||||
Debt converted, shares issued | 50,000,000 | |||||||||||||
Conversion of stock, value | $ 6,500 | |||||||||||||
Conversion of stock, shares | 1,300,000 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares exchanged | 8,750,000 | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 1,250,000 | |||||||||||||
Stated value | $ 1 | |||||||||||||
Shares description | Security Purchase Agreement to issue Trillium Partners 1,000,000 shares of Series D Preferred Stock for a financing commitment and 250,000 shares to Everett Dickson as consideration for surrendering 4,525,000, shares of Series A Preferred Stock. | |||||||||||||
Acquisition costs | $ 475,693 | |||||||||||||
Accrued dividend | $ 5,616 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease at inception | $ 767,068 | $ 767,068 |
Less accumulated reduction | 248,101 | 64,642 |
Balance ROU asset | $ 518,968 | $ 702,426 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Total lease liabilities | $ 519,223 | $ 702,427 |
Less: current portion | (171,618) | (171,618) |
Lease liabilities, non-current | 347,605 | 530,809 |
Right Of Use Asset [Member] | ||
Operating lease liabilities at inception | 767,068 | 767,068 |
Reduction of lease liabilities | (248,147) | (64,641) |
Total lease liabilities | 518,920 | 702,427 |
Less: current portion | (171,316) | (171,618) |
Lease liabilities, non-current | $ 347,605 | $ 530,809 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total minimum operating lease payments | $ 707,347 | $ 907,445 |
Less discount to fair value | (188,124) | (205,018) |
Total lease liabilities | $ 519,223 | $ 702,427 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 3) | Jan. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 221,119 |
2025 | 166,502 |
2026 | 110,289 |
2027 | 116,928 |
2028 | 90,510 |
Total minimum non-cancelable operating lease payments | $ 707,347 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Sep. 29, 2023 | Oct. 29, 2021 | Oct. 31, 2020 | Oct. 30, 2020 | Jan. 31, 2024 | Dec. 31, 2023 | Oct. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Lease liability | $ 519,223 | $ 702,427 | |||||
Right of Use Asset | $ 518,968 | $ 702,426 | |||||
Discount rate | 12.90% | ||||||
Consultant fees | $ 10,000 | ||||||
Balance owed | $ 500,000 | ||||||
Desmond Partners L L C [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Equity percenatge | 5% | ||||||
Red Gear LLC [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Monthly rent | $ 5,018 | $ 1,350 | $ 3,224 | ||||
Escalation percentage | 3% | 3% | 2% | ||||
Lease liability | $ 232,940 | $ 125,364 | $ 61,590 | ||||
Right of Use Asset | 232,940 | $ 125,364 | $ 61,590 | ||||
Rent expense | $ 57,697 | ||||||
Red Gears L L C [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Monthly rent | $ 3,600 | ||||||
Escalation percentage | 5% | ||||||
Lease liability | $ 173,076 | ||||||
Right of Use Asset | 173,076 | $ 406,015 | |||||
Reach Outs Subsidiary I N D [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Monthly rent | 4,847 | ||||||
Lease liability | 174,076 | ||||||
Right of Use Asset | $ 174,076 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | ||||||||||
May 01, 2024 | Apr. 08, 2024 | Apr. 03, 2024 | Apr. 01, 2024 | Mar. 01, 2024 | Feb. 01, 2024 | Jan. 09, 2024 | Jan. 31, 2024 | Jan. 31, 2023 | Mar. 02, 2025 | Oct. 15, 2024 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Principal amount | $ 1,975,149 | $ 192,932 | $ 1,782,217 | ||||||||
Interest expense | $ 165,494 | $ 68,414 | |||||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||||
Frondeur Partners L L C [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Principal amount | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||
Interest rate | 12% | 12% | 12% | 12% | |||||||
Maturity date | Jan. 31, 2025 | Dec. 31, 2024 | Nov. 30, 2024 | Oct. 31, 2024 | |||||||
Interest expense | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||
Trillium Partners L P [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Principal amount | $ 135,000 | ||||||||||
Interest rate | 12% | ||||||||||
Maturity date | Jun. 15, 2025 | ||||||||||
Common stock par value | $ 0.0003 | ||||||||||
Number of common stock purchased | 18,939,394 | ||||||||||
Singer [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Purchase price amount | $ 121,413 | ||||||||||
Purchase price shares | 750,000 | ||||||||||
Mid Penn Bank [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Principal amount | $ 589,092 | ||||||||||
Line of credit outstanding principal amount | 489,439 | ||||||||||
Accrued interest | $ 113,000 |